<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
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.)
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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.
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: December 11, 1997
<PAGE>
THE PRETAX SAVINGS PLAN FOR THE
SALARIED EMPLOYEES OF ROHR, INC.
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>
THE PRETAX SAVINGS PLAN FOR THE
SALARIED EMPLOYEES OF ROHR, INC.
TABLE OF CONTENTS
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<TABLE>
<CAPTION>
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
Notes to Financial Statements 4-8
SUPPLEMENTAL SCHEDULES:
Assets Held for Investment Purposes as of July 31, 1997 - Item 27a 9
Series of Reportable Transactions for the Year Ended
July 31, 1997 - Item 27d 10
</TABLE>
All other schedules required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974 are omitted because of the absence of conditions under which they are
required.
<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, 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 Pretax Savings Plan for the
Salaried Employees of Rohr, Inc. 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
schedules are the responsibility of the Plan's management. Such supplemental
schedules 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 1997 financial
statements taken as a whole.
/s/ Deloitte & Touche LLP
November 7, 1997
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<PAGE>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF JULY 31, 1997 AND 1996
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<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
INVESTMENTS:
At fair value:
Shares of registered investment companies:
Fidelity Growth and Income Portfolio $ 80,762,170 $ 53,094,877
Fidelity Magellan Fund 37,922,665 30,756,274
Fidelity Asset Manager Fund 24,533,648 21,160,941
Fidelity Short-Term Bond Portfolio 18,203,212 18,234,543
Fidelity Disciplined Equity Fund 19,730,345 16,158,262
Fidelity Asset Manager Growth Fund 17,177,277 13,313,551
Fidelity Retirement Money Market Portfolio 16,172,538 11,991,894
Fidelity Overseas Fund 7,498,194 7,783,809
Fidelity Asset Manager Income Fund 5,930,909 6,426,732
Fidelity Puritan Fund 764,271
Fidelity Contrafund 1,435,881
Fidelity Retirement Growth Fund 179,964
Fidelity Blue Chip Fund 883,005
Fidelity Equity Income II Fund 960,137
Fidelity Spartan U.S. Equity Index 1,584,833
Janus Overseas Fund 2,927,451
Janus Worldwide Fund 3,508,744
N & B Guardian Trust 391,422
Founders Growth Fund 751,093
Rohr Stock Fund 14,875,454 16,529,491
Participant loans receivable 9,886,760 9,530,795
------------ ------------
ASSETS AVAILABLE FOR BENEFITS $266,079,973 $204,981,169
============ ============
</TABLE>
See notes to financial statements.
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<PAGE>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED JULY 31, 1997 AND 1996
- --------------------------------------------------------------------------------------------------
1997 1996
<S> <C> <C>
ADDITIONS:
Contributions:
Employees $ 10,950,647 $ 10,210,866
Employer 3,514,071 3,364,938
------------ ------------
14,464,718 13,575,804
Investment income:
Net realized and unrealized appreciation
in fair value of investments 49,667,143 4,655,714
Dividends and interest 11,497,998 14,191,897
Interest payments on loans 553,474 511,345
------------ ------------
61,718,615 19,358,956
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76,183,333 32,934,760
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DEDUCTIONS:
Withdrawals and benefit payments 14,972,490 13,305,223
Administrative expenses 112,039 112,893
------------ ------------
15,084,529 13,418,116
NET INCREASE 61,098,804 19,516,644
ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 204,981,169 185,464,525
------------ ------------
ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $266,079,973 $204,981,169
============ ============
</TABLE>
See notes to financial statements.
- 3 -
<PAGE>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1997 AND 1996
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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.
CONTRIBUTIONS UNDER THE PLAN - Participants may make pretax or post tax
contributions up to 17% of their qualified gross pay, as defined by Plan
provisions. Contributions by highly-compensated employees are limited to 11%
of their qualified gross pay, as defined by Plan provisions. The Company
contributes to each participating employee's account an amount equal to 75%
of the first 4% of pretax savings. Maximum employee contributions (which are
limited by Internal Revenue Service regulations) were $9,500 for both
calendar years 1997 and 1996.
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 termination
for
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<PAGE>
other reasons. 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. 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 to
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.
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.
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<PAGE>
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 FIDELITY PURITAN FUND - A fund invested in high-yielding domestic and
foreign securities, including common and preferred stocks and bonds of any
quality and maturity.
THE FIDELITY CONTRAFUND - A fund invested in the stocks of companies
undergoing change (i.e., restructuring).
THE FIDELITY RETIREMENT GROWTH FUND - A fund invested in a broad array of
stocks with a focus on earnings.
THE FIDELITY BLUE CHIP FUND - A fund invested in common stocks of well-
established companies.
THE FIDELITY EQUITY INCOME II - A fund invested in common stocks of well-
established companies.
THE FIDELITY SPARTAN U.S. EQUITY INDEX - A fund invested in S&P 500
stocks.
THE FOUNDERS GROWTH FUND - A fund invested in domestic and foreign well-
established growth companies.
THE JANUS OVERSEAS FUND - A fund invested primarily in common stocks of
foreign issuers.
THE JANUS WORLDWIDE FUND - A fund invested primarily in common stocks of
foreign and domestic issuers.
THE N&B GUARDIAN TRUST - A fund invested primarily in common stocks of
well-established companies.
THE ROHR STOCK FUND - A fund invested in the common stock of the Company.
-6-
<PAGE>
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
(5.91% and 5.88% at July 31, 1997 and 1996, respectively). Principal
residence loans have terms ranging from 1 to 15 years and provide fixed
interest rates based upon federal long-term rates (6.77% and 6.90% at July
31, 1997 and 1996, 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 participant's interest in the Plan.
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 (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.
6. INVESTMENT INFORMATION
Information regarding significant additions to and deductions from assets
available for benefits by fund option for the years ended July 31, 1997 and
1996 is as follows:
<TABLE>
<CAPTION>
INVESTMENT DISTRIBUTIONS
PARTICIPATING INCOME NET OF TO PARTICIPANTS
YEAR ENDED EMPLOYER EMPLOYEE ADMINISTRATIVE OR THEIR
JULY 31, 1997 CONTRIBUTIONS CONTRIBUTIONS EXPENSES BENEFICIARIES
<S> <C> <C> <C> <C>
Rohr Stock Fund $ 63,280 $ 191,170 $ 958,418 $ 1,283,247
Fidelity Growth and
Income Portfolio 978,420 3,127,796 24,184,991 4,407,552
Fidelity Magellan Fund 738,641 2,252,904 12,196,800 1,883,187
Fidelity Asset Manager Fund 327,418 948,302 5,907,171 1,443,025
Fidelity Disciplined Equity
Fund 319,911 1,062,325 6,697,554 1,052,124
Fidelity Asset Manager
Growth Fund 296,002 915,186 4,872,735 744,230
Fidelity Short-Term Bond
Portfolio 286,447 782,517 1,293,867 1,070,878
Fidelity Retirement Money
Market Portfolio 194,382 638,286 784,875 1,075,418
Other 309,570 1,032,161 4,710,165 2,012,829
---------- ----------- ----------- -----------
$3,514,071 $10,950,647 $61,606,576 $14,972,490
========== =========== =========== ===========
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
Investment Income Distributions
Participating (Loss) Net of to Participants
Year Ended Employer Employee Administrative or their
31-Jul-96 Contributions Contributions Expenses Beneficiaries
<S> <C> <C> <C> <C>
Rohr Stock Fund $ 47,031 $ 144,216 $ 5,549,804 $ 1,097,949
Fidelity Growth and
Income Portfolio 789,476 2,438,906 7,771,080 3,648,830
Fidelity Magellan Fund 824,883 2,537,221 (121,637) 1,425,691
Fidelity Asset Manager Fund 371,572 1,089,838 1,832,814 1,703,243
Fidelity Disciplined Equity
Fund 315,110 1,041,795 594,101 428,344
Fidelity Asset Manager
Growth Fund 197,421 1,086,486 1,316,374 549,469
Fidelity Short-Term Bond
Portfolio 331,550 871,710 1,017,967 1,765,244
Fidelity Retirement Money
Market Portfolio 142,278 416,838 494,044 1,163,214
Other 345,617 583,856 791,516 1,523,239
------------- ----------- --------------- -------------
$ 3,364,938 $10,210,866 $ 19,246,063 $ 13,305,223
============= =========== =============== =============
</TABLE>
The net appreciation (depreciation) in the fair value of investments is
summarized as follows for the years ended July 31, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Rohr Stock Fund $ 951,639 $5,553,843
Mutual Funds 48,715,504 (898,129)
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Net appreciation $49,667,143 $4,655,714
=========== ==========
</TABLE>
* * * * * *
-8-
<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, 1997
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<TABLE>
<CAPTION>
IDENTITY OF ISSUE DESCRIPTION COST FAIR VALUE
<S> <C> <C> <C>
Fidelity Growth and Income Portfolio Mutual Fund $ 52,812,351 $ 80,762,170
Fidelity Magellan Fund Mutual Fund 29,363,548 37,922,665
Fidelity Asset Manager Fund Mutual Fund 18,833,192 24,533,648
Fidelity Short-Term Bond Portfolio Mutual Fund 18,342,373 18,203,212
Fidelity Disciplined Equity Fund Mutual Fund 14,394,871 19,730,345
Fidelity Asset Manager Growth Fund Mutual Fund 12,148,394 17,177,277
Fidelity Retirement Money Market Portfolio Mutual Fund 16,172,537 16,172,538
Fidelity Overseas Fund Mutual Fund 5,801,138 7,498,194
Fidelity Asset Manager Income Fund Mutual Fund 5,191,402 5,930,909
Fidelity Puritan Fund Mutual Fund 683,605 764,271
Fidelity Contrafund Mutual Fund 1,221,720 1,435,881
Fidelity Retirement Growth Fund Mutual Fund 159,208 179,964
Fidelity Blue Chip Fund Mutual Fund 772,578 883,005
Fidelity Equity Income II Fund Mutual Fund 842,628 960,137
Fidelity Spartan U.S. Equity Index Mutual Fund 1,387,112 1,584,833
Janus Overseas Fund Mutual Fund 2,619,694 2,927,451
Janus Worldwide Fund Mutual Fund 3,110,816 3,508,744
N&B Guardian Trust Mutual Fund 340,613 391,422
Founders Growth Fund Mutual Fund 693,058 751,093
Rohr Stock Fund Sponsor's Stock 9,908,348 14,875,454
Fund
Loans to participants 9,886,760 9,886,760
------------ ------------
Total assets held for investment $204,685,946 $266,079,973
============ ============
</TABLE>
-9-
<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, 1997
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<TABLE>
<CAPTION>
PURCHASES SALES
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PURCHASE SELLING COST OF NET GAIN
DESCRIPTION NUMBER PRICE NUMBER PRICE ASSET (LOSS)
<S> <C> <C> <C> <C> <C> <C>
Fidelity Magellan Fund 249 $ 7,963,478 238 $11,772,046 $11,118,804 $ 653,242
Fidelity Growth and Income
Portfolio 253 24,569,681 235 17,854,385 15,338,781 2,515,604
Fidelity Overseas Fund 238 14,241,677 213 16,030,672 15,572,189 458,483
Fidelity Disciplined Equity
Fund 229 7,156,104 198 8,979,537 8,149,032 830,505
Fidelity Retirement Money
Market Portfolio 243 35,910,172 226 31,725,375 31,725,375 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.
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<PAGE>
EXHIBIT 23
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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 7, 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, 1997.
San Diego, California
December 9, 1997
