<PAGE>
1996
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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, 1996
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, 1996 AND 1995
AND FOR THE YEARS THEN ENDED:
Statements of Assets Available for Benefits 2
Statements of Changes in Assets Available for Benefits 3-4
Notes to Financial Statements 5-7
SUPPLEMENTAL SCHEDULES:
Assets Held for Investment Purposes as of July 31, 1996 - Item 27a 8
Series of Reportable Transactions for the Year Ended July 31, 1996 - 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, 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 Rohr, Inc. Savings Plan for
Employees Covered by Collective Bargaining Agreements 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 assets available for benefits and the
statements of changes in assets available for benefits is presented for the
purpose of additional analysis rather than to present the assets available for
benefits and changes in assets 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
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<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF JULY 31, 1996 AND 1995
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
ASSETS
INVESTMENTS:
At fair value:
Shares of registered investment companies:
Fidelity Growth and Income Portfolio $13,113,026 $11,401,175
Fidelity Short-Term Bond Portfolio 6,468,407 7,116,644
Fidelity Retirement Money Market Portfolio 541,993 357,705
Rohr Stock Fund 830,206 566,456
----------- -----------
ASSETS AVAILABLE FOR BENEFITS $20,953,632 $19,441,980
=========== ===========
</TABLE>
See notes to financial statements.
-2-
<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JULY 31, 1996
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
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
======== =========== ========== ======== ===========
</TABLE>
See notes to financial statements.
-3-
<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JULY 31, 1995
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
------------------------------------------------------------------
Fidelity
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 and interest 127,323 196,893 184 318,987
----------- ----------- -------- -----------
(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
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
----------- ----------- -------- -----------
ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 0 $ 0 $566,456 $11,401,175
=========== =========== ======== ===========
<CAPTION>
- - ----------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
--------------------------------
Fidelity Fidelity
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 2,013 251,963
---------- -------- -----------
395,105 12,630 1,317,982
Net realized and unrealized appreciation
(depreciation) in fair value of investments (31,362) 1,466,153
Dividends and interest 302,762 8,229 954,378
---------- -------- -----------
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
ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 19,384,092
NET INCREASE (DECREASE) DUE TO
TRANSFER TO FIDELITY (Note 1) 8,093,168
---------- -------- -----------
ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $7,116,644 $357,705 $19,441,980
========== ======== ===========
</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, 1996 AND 1995
- - --------------------------------------------------------------------------------
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.
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 in 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
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. Prior to
December 1, 1994, such accounts were maintained by Rohr.
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
latter 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 is 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.
-5-
<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. 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.
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.
THE FIDELITY SHORT-TERM BOND PORTFOLIO - A portfolio invested
primarily in investment grade debt securities.
-6-
<PAGE>
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.
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.
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 and is exempt
from Federal income tax under Section 501(a) of the Code.
5. 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 were transferred to Fidelity
Management Trust Company and invested in Fidelity managed mutual funds.
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 STOCK FUND
-------------------------------------------------------------------------------------------
UNITS UNIT VALUE UNITS UNIT VALUE UNITS UNIT VALUE
<S> <C> <C> <C> <C> <C> <C>
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 972,327 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.
* * * * * *
-7-
<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)
July 31, 1996
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
IDENTITY OF ISSUE DESCRIPTION COST FAIR VALUE
<S> <C> <C> <C>
Fidelity Growth and Income Portfolio Mutual Fund $10,281,335 $13,113,026
Fidelity Short-Term Bond Portfolio Mutual Fund 6,569,230 6,468,407
Rohr Stock Fund Mutual Fund 542,370 830,206
Fidelity Retirement Money Market Portfolio Mutual Fund 541,993 541,993
----------- -----------
Total assets held for investment $17,934,928 $20,953,632
----------- -----------
</TABLE>
-8-
<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
SUPPLEMENTAL SCHEDULE OF SERIES OF REPORTABLE TRANSACTIONS
(ITEM 27d OF FORM 5500)
<TABLE>
<CAPTION>
YEAR ENDED JULY 31, 1996
- - ------------------------------------------------------------------------------------------------------------------
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 160 $2,131,493 118 $1,883,376 $1,495,087 $388,289
Fidelity Short-Term Bond
Portfolio 162 945,142 140 1,495,732 1,498,665 (2,933)
</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>
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
Agreement (Restated, 1994)
Date: January 27, 1997
-10-
<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 January 8, 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, 1996.
San Diego, California
January 27, 1997
