<PAGE>
1997
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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, 1997
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 SECURES HELD PURSUANT TO THE PLAN)
850 LAGOON DRIVE, CHULA VISTA, CALIFORNIA 91910-2098
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(619) 691-4111
(TELEPHONE NO.)
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<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: December 11, 1997
<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES
COVERED BY COLLECTIVE BARGAINING
AGREEMENTS
FINANCIAL STATEMENTS FOR THE YEARS
ENDED JULY 31, 1997 AND 1996
AND SUPPLEMENTAL SCHEDULES FOR
THE YEAR ENDED JULY 31, 1997, AND
INDEPENDENT AUDITORS' REPORT
<PAGE>
<TABLE>
<CAPTION>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
TABLE OF CONTENTS
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PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF JULY 31, 1997 AND 1996
AND FOR THE YEARS THEN ENDED:
Statements of Assets Available for Benefits 2
Statements of Changes in Assets Available for Benefits 3-4
Notes to Financial Statements 5-7
SUPPLEMENTAL SCHEDULES:
Assets Held for Investment Purposes as of July 31, 1997 - Item 27a 8
Series of Reportable Transactions for the Year Ended July 31, 1997 - Item 27d 9
</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
Committee for the Administration of the
Rohr, Inc. Savings Plans:
We have audited the accompanying statements of assets available for benefits of
the Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining
Agreements as of July 31, 1997 and 1996, 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 Rohr, Inc. Savings Plan for
Employees Covered by Collective Bargaining Agreements as of July 31, 1997 and
1996, 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.
/s/ Deloitte & Touche LLP
November 7, 1997
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<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
<TABLE>
<CAPTION>
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF JULY 31, 1997 AND 1996
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ASSETS 1997 1996
<S> <C> <C>
INVESTMENTS:
At fair value:
Shares of registered investment companies:
Fidelity Growth and Income Portfolio $ 18,740,652 $ 13,113,026
Fidelity Short-Term Bond Portfolio 6,117,211 6,468,407
Fidelity Retirement Money Market Portfolio 942,448 541,993
Rohr Stock Fund 865,948 830,206
---------------- --------------
ASSETS AVAILABLE FOR BENEFITS $ 26,666,259 $ 20,953,632
================ ==============
</TABLE>
See notes to financial statements.
<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JULY 31, 1997
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SUPPLEMENTAL INFORMATION BY FUND
--------------------------------------------------------------
Fidelity Fidelity Fidelity
Growth Short- Retirement
Rohr and Term Money
Stock Income Bond Market
Fund Portfolio Portfolio Portfolio Total
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employees $ 61,277 $ 633,454 $ 284,808 $103,832 $ 1,083,371
Employer 25,748 251,440 117,750 39,393 434,331
-------- ----------- ---------- -------- -----------
87,025 884,894 402,558 143,225 1,517,702
Net realized and unrealized appreciation
in fair value of investments 64,927 4,972,336 28,086 5,065,349
Dividends and interest 750,158 398,865 39,312 1,188,335
-------- ----------- ---------- -------- -----------
64,927 5,722,494 426,951 39,312 6,253,684
-------- ----------- ---------- -------- -----------
151,952 6,607,388 829,509 182,537 7,771,386
DEDUCTIONS: -------- ----------- ---------- -------- -----------
Withdrawals and benefit payments 66,557 991,489 795,604 176,915 2,030,565
Administrative expenses 592 11,215 14,179 2,208 28,194
-------- ----------- ---------- -------- -----------
67,149 1,002,704 809,783 179,123 2,058,759
-------- ----------- ---------- -------- -----------
NET INCREASE PRIOR TO INTERFUND
TRANSFERS 84,803 5,604,684 19,726 3,414 5,712,627
INTERFUND TRANSFERS (49,061) 22,942 (370,922) 397,041
-------- ----------- ---------- -------- -----------
NET INCREASE (DECREASE) 35,742 5,627,626 (351,196) 400,455 5,712,627
ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 830,206 13,113,026 6,468,407 541,993 20,953,632
-------- ----------- ---------- -------- -----------
ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $865,948 $18,740,652 $6,117,211 $942,448 $26,666,259
======== =========== ========== ======== ===========
</TABLE>
See notes to financial statements.
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<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JULY 31, 1996
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SUPPLEMENTAL INFORMATION BY FUND
------------------------------------------------------------------
Fidelity Fidelity Fidelity
Growth Short- Retirement
Rohr and Term Money
Stock Income Bond Market
Fund Portfolio Portfolio Portfolio Total
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employees $ 56,319 $ 485,814 $ 320,720 $ 44,945 $ 907,798
Employer 17,758 144,741 98,031 13,880 274,410
-------- ----------- ---------- -------- -----------
74,077 630,555 418,751 58,825 1,182,208
Net realized and unrealized appreciation
(depreciation) in fair value of investments 270,857 1,462,594 (95,240) 1,638,211
Dividends and interest 634,397 437,209 22,390 1,093,996
-------- ----------- ---------- -------- -----------
270,857 2,096,991 341,969 22,390 2,732,207
-------- ----------- ---------- -------- ----------
344,934 2,727,546 760,720 81,215 3,914,415
-------- ----------- ---------- -------- -----------
DEDUCTIONS:
Withdrawals and benefit payments 62,590 1,569,108 742,625 838 2,375,161
Administrative expenses 1,746 13,278 11,070 1,508 27,602
-------- ----------- ---------- -------- -----------
64,336 1,582,386 753,695 2,346 2,402,763
-------- ----------- ---------- -------- -----------
NET INCREASE PRIOR TO INTERFUND
TRANSFERS 280,598 1,145,160 7,025 78,869 1,511,652
INTERFUND TRANSFERS (16,848) 566,691 (655,262) 105,419
-------- ----------- ---------- -------- -----------
NET INCREASE (DECREASE) 263,750 1,711,851 (648,237) 184,288 1,511,652
ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 566,456 11,401,175 7,116,644 357,705 19,441,980
-------- ----------- ---------- -------- -----------
ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $830,206 $13,113,026 $6,468,407 $541,993 $20,953,632
======== =========== ========== ======== ===========
See notes to financial statements.
</TABLE>
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<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1997 AND 1996
- --------------------------------------------------------------------------------
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"). The purpose of the Plan is to provide a regular savings and
investment program for eligible employees of Rohr, Inc. and its subsidiaries.
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 ranges from $10 to $140.
Effective for the last payroll period commencing in either February or June
1996, depending upon the bargaining unit of which the participant is a
member, the Company will contribute an amount equal to fifty percent of the
first $70 of the contribution made by each participant for any two-week
period referred to above provided that the maximum Company contribution for
any participant for any such two-week period shall be $35. Prior to the
payroll periods referred to above, the Company's contribution was 25% of the
first $70 of each participant's contribution for any two-week period.
Notwithstanding the foregoing, the Company's aggregate contributions at any
time will not exceed its then accumulated earnings and profits. The
participants cumulatively vest 20% in the Company's contributions for each 12
months of service up to 100%.
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.
WITHDRAWALS UNDER THE PLAN - Under the Plan, a participating employee or his
legal successors will be entitled to a distribution of the value of the
investments held in his or her 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.
Distribution of benefits are paid in cash, except for distributions from that
portion of a participant's account which is allocated to the Rohr Stock Fund,
which may be paid wholly or partly in Rohr, Inc. common stock shares at the
Plan administrator's discretion.
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<PAGE>
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.
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
BASIS OF ACCOUNTING - The Plan's financial statements are prepared on the
accrual basis of accounting.
INVESTMENT VALUATION - Plan investments are stated at fair value, as
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.
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 25% increments in the following funds:
THE FIDELITY RETIREMENT MONEY MARKET PORTFOLIO - A portfolio invested in
short-term money market securities with maturities less than 90 days.
-6-
<PAGE>
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 ROHR STOCK FUND - A fund invested in the common stock of the Company.
4. TAX STATUS
The Company has obtained a determination letter dated August 30, 1995 from
the Internal Revenue Service indicating that the Plan meets the requirements
of Section 401(a) of the Internal Revenue Code (the "Code") and is exempt
from Federal income tax under Section 501(a) of the Code. Management
believes the Plan is currently designed and being operated in compliance with
applicable requirements of the Code and that the Plan is qualified and the
related trust is tax-exempt.
* * * * * *
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<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(ITEM 27a OF FORM 5500)
31-Jul-97
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
IDENTITY OF ISSUE DESCRIPTION COST FAIR VALUE
<S> <C> <C> <C>
Fidelity Growth and Income Portfolio Mutual Fund $11,401,414 $18,740,652
Fidelity Short-Term Bond Portfolio Mutual Fund 6,173,589 6,117,211
Rohr Stock Fund Mutual Fund 548,562 865,948
Fidelity Retirement Money Market Portfolio Mutual Fund 942,448 942,448
----------- -----------
Total assets held for investment $19,066,013 $26,666,259
=========== ===========
</TABLE>
-8-
<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
<TABLE>
<CAPTION>
SUPPLEMENTAL SCHEDULE OF SERIES OF REPORTABLE TRANSACTIONS
(ITEM 27d OF FORM 5500)
YEAR ENDED JULY 31, 1997
- ----------------------------------------------------------------------------------------------------------------------------
Purchases Sales
---------------------- --------------------------------------------
Purchase Selling Cost of Net Gain
Description Number Price Number Price Assets (Loss)
<S> <C> <C> <C> <C> <C> <C>
Fidelity Growth and Income
Portfolio 159 $2,261,577 110 $1,606,403 $1,141,499 $464,904
Fidelity Short-Term Bond
Portfolio 147 844,532 125 1,223,572 1,240,172 (16,600)
Fidelity Retirement Money
Market Portfolio 74 763,433 40 362,978 362,978
</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.
-9-
<PAGE>
EXHIBIT 23
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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 7, 1997,
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, 1997.
San Diego, California
December 9, 1997
