<PAGE>
1996
================================================================================
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
For the fiscal year ended July 31, 1996
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, 1996 AND 1995
AND FOR THE YEARS THEN ENDED:
Statements of Assets Available for Benefits 2
Statements of Changes in Assets Available for Benefits 3-6
Notes to Financial Statements 7-10
SUPPLEMENTAL SCHEDULES:
Assets Held for Investment Purposes as of July 31, 1996 - Item 27a 11
Series of Reportable Transactions for the Year Ended July 31, 1996 - Item 27d 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.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Committee for the Administration of the
Rohr, Inc. Savings Plans:
We have audited the accompanying statements of assets available for benefits of
The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. (the "Plan") as
of July 31, 1996 and 1995, and the related statements of changes in 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 assets available for benefits of The Pretax Savings Plan for
the Salaried Employees of Rohr, Inc. as of July 31, 1996 and 1995, and the
changes in 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 of assets
held for investment purposes and of series of reportable transactions 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. The supplemental
information by fund in the statements of changes in assets available for
benefits is presented for the purpose of additional analysis rather than to
present the changes in assets available for benefits of the individual funds.
The supplemental schedules and supplemental information by fund are the
responsibility of the Plan's management. Such supplemental schedules and
supplemental information by fund have been subjected to the auditing procedures
applied in our audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
San Diego, California
January 8, 1997
-1-
<PAGE>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF JULY 31, 1996 AND 1995
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------
1996 1995
<S> <C> <C>
INVESTMENTS:
At fair value:
Shares of registered investment companies:
Fidelity Growth and Income Portfolio $ 53,094,877 $ 41,704,616
Fidelity Magellan Fund 30,756,274 30,602,227
Fidelity Asset Manager Fund 21,160,941 22,044,178
Fidelity Short-term Bond Portfolio 18,234,543 20,905,907
Fidelity Disciplined Equity Fund 16,158,262 12,791,246
Fidelity Asset Manager Growth Fund 13,313,551 13,000,518
Fidelity Retirement Money Market Portfolio 11,991,894 8,646,607
Fidelity Overseas Fund 7,783,809 6,993,239
Fidelity Asset Manager Income Fund 6,426,732 7,366,162
Rohr Stock Fund 16,529,491 12,375,768
Participant loans receivable 9,530,795 9,034,057
------------ ------------
ASSETS AVAILABLE FOR BENEFITS $204,981,169 $185,464,525
============ ============
</TABLE>
See notes to financial statements.
-2-
<PAGE>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JULY 31, 1996
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------------------------------------------------------
Fidelity
Growth Fidelity Fidelity
and Fidelity Fidelity Asset Disciplined
Income Magellan Overseas Manager Equity
Portfolio Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employees $ 2,438,906 $ 2,537,221 $ 534,331 $ 1,089,838 $ 1,041,795
Employer 789,476 824,883 160,455 371,572 315,110
----------- ----------- ----------- ----------- -----------
3,228,382 3,362,104 694,786 1,461,410 1,356,905
INVESTMENT ACTIVITY:
Net realized and unrealized appreciation
(depreciation) in fair value of investments 5,328,540 (7,284,671) 156,437 1,080,237 (1,082,562)
Dividends and interest 2,337,974 7,046,528 144,438 720,952 1,640,084
Principal payments on loans 824,376 760,623 149,070 308,244 257,703
Interest payments on loans 135,115 128,818 24,797 41,747 43,110
----------- ----------- ----------- ----------- -----------
8,626,005 651,298 474,742 2,151,180 858,335
----------- ----------- ----------- ----------- -----------
11,854,387 4,013,402 1,169,528 3,612,590 2,215,240
----------- ----------- ----------- ----------- -----------
DEDUCTIONS:
Withdrawals and benefit payments 3,648,830 1,425,691 228,641 1,703,243 428,344
Administrative expenses 30,549 12,312 2,155 10,122 6,531
Loan disbursements 1,072,663 937,166 200,255 505,411 307,615
----------- ----------- ----------- ----------- -----------
4,752,042 2,375,169 431,051 2,218,776 742,490
NET INCREASE (DECREASE) PRIOR TO
INTERFUND TRANSFERS 7,102,345 1,638,233 738,477 1,393,814 1,472,750
INTERFUND TRANSFERS 4,287,916 (1,484,186) 52,093 (2,277,051) 1,894,266
----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) 11,390,261 154,047 790,570 (883,237) 3,367,016
ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 41,704,616 30,602,227 6,993,239 22,044,178 12,791,246
----------- ----------- ----------- ----------- -----------
ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $53,094,877 $30,756,274 $ 7,783,809 $21,160,941 $16,158,262
=========== =========== =========== =========== ===========
</TABLE>
See notes to financial statements.
-3-
<PAGE>
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
- - ------------------------------------------------------------------------------------------------------------------------------------
Fidelity Fidelity Fidelity
Asset Asset Short- Retirement
Manager Manager Term Money Rohr Participant
Growth Income Bond Market Stock Loans
Fund Fund Portfolio Portfolio Fund Receivable Total
<S> <C> <C> <C> <C> <C> <C>
$ 849,894 $ 286,117 $ 871,710 $ 416,838 $ 144,216 $ 10,210,866
287,317 95,266 331,550 142,278 47,031 3,364,938
----------- ---------- ----------- ----------- ----------- ------------
1,137,211 381,383 1,203,260 559,116 191,247 13,575,804
1,086,486 92,558 (275,154) 5,553,843 4,655,714
197,421 368,211 1,248,932 487,357 14,191,897
272,309 78,768 419,924 168,913 72,475 $(3,312,405)
38,218 10,850 62,308 17,695 8,687 511,345
----------- ---------- ----------- ----------- ----------- ----------- ------------
1,594,434 550,387 1,456,010 673,965 5,635,005 (3,312,405) 19,358,956
----------- ---------- ----------- ----------- ----------- ----------- ------------
2,731,645 931,770 2,659,270 1,233,081 5,826,252 (3,312,405) 32,934,760
----------- ---------- ----------- ----------- ----------- ----------- ------------
549,469 856,141 1,765,244 1,163,214 1,097,949 438,457 13,305,223
5,751 3,620 18,119 11,008 12,726 112,893
363,434 99,686 448,480 228,254 84,636 (4,247,600)
----------- ---------- ----------- ----------- ----------- ----------- ------------
918,654 959,447 2,231,843 1,402,476 1,195,311 (3,809,143) 13,418,116
1,812,991 (27,677) 427,427 (169,395) 4,630,941 496,738 19,516,644
(1,499,958) (911,753) (3,098,791) 3,514,682 (477,218)
----------- ---------- ----------- ----------- ----------- ----------- ------------
313,033 (939,430) (2,671,364) 3,345,287 4,153,723 496,738 19,516,644
13,000,518 7,366,162 20,905,907 8,646,607 12,375,768 9,034,057 185,464,525
----------- ---------- ----------- ----------- ----------- ----------- ------------
$13,313,551 $6,426,732 $18,234,543 $11,991,894 $16,529,491 $ 9,530,795 $204,981,169
=========== ========== =========== =========== =========== =========== ============
</TABLE>
-4-
<PAGE>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JULY 31, 1995
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
-----------------------------------------------------------------------------------------------------------
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 and interest 999,515 1,500,009 2,107,684
Principal payments on loans 723,123 607,555 522,195
Interest payments on loans 80,464 68,015 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 210,023 111,633 83,302
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 TRANSFERS (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)
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)
------------- ------------ ----------- ------------
ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 0 $ 0 $ 0 $ 41,704,616
============= ============ =========== ============
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------------------------------------------------------------------------------
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 6,218,811 702,530 2,039,645
Dividends and interest 95,145 577 273,262
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 2,599,782
----------- ---------- -----------
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 TRANSFERS 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
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)
----------- ---------- -----------
ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $30,602,227 $6,993,239 $22,044,178
=========== ========== ===========
</TABLE>
See notes to financial statements.
-5-
<PAGE>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JULY 31, 1995
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
- - --------------------------------------------------------------------------------------------------------------------------------
Fidelity Fidelity Fidelity
Fidelity Asset Asset Fidelity Retirement
Disciplined Manager Manager Short-Term Money Rohr
Equity Growth Income Bond Market Stock
Fund Fund Fund Portfolio Portfolio Fund
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employees $ 651,172 $ 736,360 $ 262,591 $ 921,082 $ 315,259 $ 76,045
Employer 169,554 206,515 74,628 276,840 108,039 675,227
----------- ----------- ---------- ------------ ---------- -----------
820,726 942,875 337,219 1,197,922 423,298 751,272
INVESTMENT ACTIVITY:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 2,169,114 1,699,161 519,979 (1,057,431) 3,371,867
Dividends and interest 253 1,463 110,025 1,366,427 221,249 2,111
Principal payments on loans 160,988 206,312 82,968 352,904 110,888 40,746
Interest payments on loans 24,011 29,460 9,657 49,489 10,782 8,375
----------- ----------- ---------- ------------ ---------- -----------
2,354,366 1,936,396 722,629 711,389 342,919 3,423,099
----------- ----------- ---------- ------------ ---------- -----------
3,175,092 2,879,271 1,059,848 1,909,311 766,217 4,174,371
----------- ----------- ---------- ------------ ---------- -----------
DEDUCTIONS:
Withdrawals and benefit payments 237,123 312,162 459,497 1,790,262 488,804 903,990
Administrative expenses 3,995 4,509 2,831 24,395 4,950 13,263
Loan disbursements 158,432 201,122 84,075 270,009 101,746 56,322
----------- ----------- ---------- ------------ ---------- -----------
399,550 517,793 546,403 2,084,666 595,500 973,575
NET INCREASE (DECREASE) PRIOR
TO INTERFUND TRANSFERS 2,775,542 2,361,478 513,445 (175,355) 170,717 3,200,796
INTERFUND TRANSFERS 9,882,527 10,639,040 6,852,717 (41,930,225) 8,084,472 2,161,343
----------- ----------- ---------- ------------ ---------- -----------
NET INCREASE (DECREASE) 12,658,069 13,000,518 7,366,162 (42,105,580) 8,255,189 5,362,139
ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 3,995,363
NET INCREASE (DECREASE) DUE TO
TRANSFER TO FIDELITY (Note 1) 63,011,487
NET INCREASE DUE TO TRANSFER
FROM HTA (Note 1) 133,177 391,418
NET INCREASE DUE TO TRANSFER
FROM ESOP (Note 1) 3,018,266
----------- ----------- ---------- ------------ ---------- -----------
ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $12,791,246 $13,000,518 $7,366,162 $ 20,905,907 $8,646,607 $12,375,768
=========== =========== ========== ============ ========== ===========
<CAPTION>
- - -------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
- - -------------------------------------------------------------------------------------------
Participant
Loans
Receivable Total
<S> <C> <C>
ADDITIONS:
Contributions:
Employees $ 9,203,338
Employer 2,780,674
-----------
11,984,012
INVESTMENT ACTIVITY:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 20,392,560
Dividends and interest 6,677,720
Principal payments on loans $(3,517,334)
Interest payments on loans 473,839
----------- -----------
(3,517,334) 27,544,119
----------- -----------
(3,517,334) 39,528,131
----------- -----------
DEDUCTIONS:
Withdrawals and benefit payments 479,426 17,577,611
Administrative expenses 475,896
Loan disbursements (3,609,893)
----------- -----------
(3,130,467) 18,053,507
NET INCREASE (DECREASE) PRIOR
TO INTERFUND TRANSFERS (386,867) 21,474,624
INTERFUND TRANSFERS
----------- -----------
NET INCREASE (DECREASE) (386,867) 21,474,624
ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 9,420,924 160,292,093
NET INCREASE (DECREASE) DUE TO
TRANSFER TO FIDELITY (Note 1)
NET INCREASE DUE TO TRANSFER
FROM HTA (Note 1) 679,542
NET INCREASE DUE TO TRANSFER
FROM ESOP (Note 1) 3,018,266
----------- -----------
ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 9,034,057 $185,464,525
=========== ============
</TABLE>
<PAGE>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1996 AND 1995
- - --------------------------------------------------------------------------------
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, all Rohr, Inc. Salaried Employee Stock
Ownership (ESOP) investment balances were merged into the Plan.
Effective January 19, 1995, all HTA Savings Plan investment balances were
merged into the Plan.
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 assistance of Rohr, Inc. (the "Company") 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) were 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 qualified gross pay. The
Company contributes to each participating employee's account an amount
equal to 75% of the first 4% of pre-tax savings. 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
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 1996 and 1995
were $9,500 and $9,240, respectively.
-7-
<PAGE>
VESTING PROVISIONS OF THE PLAN -- Employees who became participants after
January 1, 1995 cumulatively vest 20% in the Company's contributions for
each year in which they work 1,000 hours. Participants who were active on
January 1, 1995 are 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 or her account upon retirement, death,
entry into the armed forces, permanent and total disability, layoffs or any
other reason. Participants separating from service have the option of
deferring distribution of savings until age 70-1/2. Participants may elect
to have Rohr Stock Fund distributions paid in shares, with residual amounts
(fractional shares) paid in cash. After December 1, 1994 distributions are
paid in cash unless stock is requested.
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.
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 age 59-1/2 participants are allowed to make withdrawals from their
pretax contributions made after July 31, 1983 on a hardship basis only,
subject to certain conditions as set forth in the Plan.
FORFEITURE OF INTEREST UNDER THE PLAN -- Upon a 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
BASIS OF ACCOUNTING -- The Plan's financial statements are prepared on the
accrual basis of accounting.
-8-
<PAGE>
INVESTMENT VALUATION - Plan investments, except for participant loans, are
stated at fair value, as determined by quoted market prices. Participant
loans are carried at cost which approximates fair value.
PAYMENT OF BENEFITS - Benefits are recorded when paid.
3. INVESTMENT OPTIONS
Under provisions of the Plan, participants 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 primarily in the stocks
of 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, 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 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.
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
(5.88% and 5.81% at July 31, 1996 and 1995, respectively). Principal
residence loans have terms ranging from 1 to 15 years and provide fixed
interest rates based upon federal long-term rates (6.90% and 6.56% at July
31, 1996 and 1995, respectively). 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 and are secured by the participants interest in
the Plan.
-9-
<PAGE>
5. TAX STATUS
The Company obtained a determination letter dated August 8, 1996 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
Through November 30, 1994, the Plan's assets were invested in master trust
funds, held in trust by Mellon Bank, N.A., which commingled the investment
funds of various qualified employee benefit plans maintained by the
Company. On December 1, 1994, all assets of the Plan were transferred to
Fidelity Management Trust Company and invested in Fidelity managed mutual
funds (see Note 1).
The ending monthly participant units and unit values of the Plan's
investments in the master trust funds through November 30, 1994 were as
follows:
<TABLE>
<CAPTION>
Capital
Equity Fund Accumulation Fund Rohr Fund
-------------------------------- --------------------------------- --------------------------------
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.
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(ITEM 27a OF FORM 5500)
JULY 31, 1996
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------------------
Identity of Issue Description Cost Fair Value
<S> <C> <C> <C>
Fidelity Growth and Income Portfolio Mutual Fund $43,581,451 $53,094,877
Fidelity Magellan Fund Mutual Fund 32,518,874 30,756,274
Fidelity Asset Manager Fund Mutual Fund 18,775,690 21,160,941
Fidelity Short-Term Bond Portfolio Mutual Fund 18,489,559 18,234,543
Rohr Stock Fund Mutual Fund 11,664,315 16,529,491
Fidelity Disciplined Equity Fund Mutual Fund 15,387,799 16,158,262
Fidelity Asset Manager: Growth Fund Mutual Fund 11,173,348 13,313,551
Fidelity Retirement Money Market Portfolio Mutual Fund 11,991,894 11,991,894
Fidelity Overseas Fund Mutual Fund 7,131,651 7,783,809
Fidelity Asset Manager: Income Fund Mutual Fund 6,009,113 6,426,732
Loans to participants 9,530,795 9,530,795
------------ ------------
Total assets held for investment $186,254,489 $204,981,169
============ ============
</TABLE>
-11-
<PAGE>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
SUPPLEMENTAL SCHEDULE OF SERIES OF REPORTABLE TRANSACTIONS
(ITEM 27d OF FORM 5500)
YEAR ENDED JULY 31, 1996
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------------------------
Purchases Sales
------------------------------- --------------------------------------------------------------------
Purchase Selling Cost of Net Gain
Description Number Price Number Price Asset (Loss)
<S> <C> <C> <C> <C> <C> <C>
Fidelity Magellan Fund 250 $22,564,995 239 $15,126,441 $14,683,757 $ 442,684
Fidelity Growth and Income
Portfolio 253 22,706,600 242 16,613,290 14,771,224 1,842,066
Fidelity Overseas Fund 242 9,313,214 206 8,679,330 8,516,001 163,329
Fidelity Asset Manager Fund 225 3,565,849 213 5,529,318 4,953,632 575,686
Fidelity Disciplined Equity
Fund 238 11,179,170 204 6,717,352 6,543,377 173,975
Fidelity Short-Term Bond
Portfolio 240 4,629,929 229 7,023,343 7,039,842 (16,499)
Fidelity Retirement Money
Market Portfolio 243 26,775,737 232 23,430,451 23,430,451 0
</TABLE>
NOTE: The transactions included in this schedule meet the definition of
reportable transactions under Section 103 of the Employee Retirement
Income Security Act of 1974 and consist of series of transactions during
the year involving investment assets of an amount in excess of 5% of the
current value of beginning Plan assets.
-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 PLAN 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 27, 1997
-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 January 8, 1997,
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, 1996.
San Diego, California
January 27, 1997
