<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ROBBINS & MYERS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ROBBINS & MYERS, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Not Applicable
(2) Aggregate number of securities to which transaction applies:
Not Applicable
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
Not Applicable
(4) Proposed maximum aggregate value of transaction:
Not Applicable
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
Not Applicable
(2) Form, schedule or registration statement no.:
Not Applicable
(3) Filing party:
Not Applicable
(4) Date filed:
Not Applicable
<PAGE> 2
ROBBINS & MYERS, INC.
1400 Kettering Tower
Dayton, Ohio 45423
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 13, 1995
------------------
To the Shareholders of
ROBBINS & MYERS, INC.:
The Annual Meeting of Shareholders of Robbins & Myers, Inc. will be held at
the Held Auditorium, Lower Level Conference Center, Kettering Tower, Second and
Main Streets, Dayton, Ohio, on Wednesday, December 13, 1995, at 11:00 o'clock
a.m., E.S.T., for the purpose of considering and voting upon:
1. Election of four directors for a two-year term;
2. Adoption of the 1995 Stock Option Plan for Non-Employee Directors;
3. Approval of the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending August 31, 1996; and
4. Transaction of such other business as may properly come before the
meeting or any adjournments thereof.
Shareholders are requested to mark, date, sign and return the enclosed
proxy in the envelope provided. Prompt response is helpful, and your cooperation
will be appreciated.
By Order of the Board of
Directors,
JOSEPH M. RIGOT
Secretary
Dayton, Ohio
November 14, 1995
<PAGE> 3
ROBBINS & MYERS, INC.
1400 Kettering Tower
Dayton, Ohio 45423
------------------
PROXY STATEMENT FOR 1995 ANNUAL MEETING OF SHAREHOLDERS
------------------
GENERAL INFORMATION
This Proxy Statement is furnished to shareholders of Robbins & Myers, Inc.,
an Ohio corporation (hereinafter the "Company"), in connection with the
solicitation by its Board of Directors of proxies to be used at the Annual
Meeting of Shareholders to be held on December 13, 1995 and any adjournments
thereof. The Company has one class of shares outstanding, namely common shares,
of which there were 5,222,571 outstanding at the close of business on October
24, 1995. The close of business on October 24, 1995 has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the Annual Meeting, and each such shareholder is entitled to one vote per
share.
All common shares represented by properly executed proxies received by the
Board of Directors pursuant to this solicitation will be voted in accordance
with the shareholder's directions specified on the proxy. If no directions have
been specified by marking the appropriate squares on the accompanying proxy
card, the shares will be voted in accordance with the Board of Directors'
recommendations. A shareholder signing and returning the accompanying proxy has
power to revoke it at any time prior to its exercise by delivering to the
Company a later dated proxy or by giving notice to the Company in writing or in
open meeting but without affecting any vote previously taken.
To constitute a quorum at the Annual Meeting, the presence, in person or by
properly executed proxy, of the holders of one-third of the Company's
outstanding shares is necessary for the election of directors and the presence
of the holders of a majority of the outstanding shares is necessary for any
other purpose. Shares represented by proxies received by the Company will be
counted as present at the Annual Meeting for the purpose of determining the
existence of a quorum, regardless of how or whether such shares are voted on a
specific proposal. Abstentions will be treated as votes cast on a particular
matter as well as shares present at the Annual Meeting. Where nominee
shareholders do not vote on specific issues because they did not receive
specific instructions on such issues from the beneficial owners of such shares
("Broker Nonvotes"), such Broker Nonvotes will not be treated as either votes
cast or shares present.
This Proxy Statement and the accompanying proxy were first mailed to
shareholders on or about November 14, 1995.
<PAGE> 4
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into two classes, with one
class being comprised of three directors and the other class being comprised of
four directors. One class of directors is elected at each Annual Meeting of
Shareholders for a term of two years.
At the 1995 Annual Meeting, shareholders will elect four directors who will
hold office until the Annual Meeting of Shareholders in 1997. The four persons
who have been nominated by the Board of Directors are Robert J. Kegerreis,
William D. Manning, Jr., Maynard H. Murch IV and John N. Taylor, Jr., all of
whom are presently members of the Board and are nominated to succeed themselves.
Under the statutes of Ohio, if any shareholder gives notice in writing to
the President, a Vice President or the Secretary of the Company, not less than
48 hours before the time fixed for holding the meeting, that he desires the
voting at the election of directors to be cumulative, and if an announcement of
the giving of such notice is made upon the convening of the meeting by the
Chairman of the meeting or the Secretary of the Company or by or on behalf of
the shareholder giving such notice, each shareholder shall have the right to
cumulate his voting power in the election of directors. Under cumulative voting,
each shareholder is entitled to give one candidate as many votes as the number
of directors to be elected multiplied by the number of his shares, or to
distribute his votes on the same principle among two or more candidates.
In the event that directors are elected by cumulative voting and the
cumulated votes represented by proxies given to the Board of Directors are
insufficient to elect all the nominees of the Board, then the Board's proxy
agents will vote such proxies cumulatively for the election of as many of the
nominees named below as possible, and in such order as the proxy agents may
determine. The order in which proxies may be cumulated by the proxy agents will
depend on a number of factors, including the number of directors that can be
elected based upon the shares voted for the Board's nominees and the manner in
which shareholders cumulate their votes in favor of particular candidates.
Set forth below is certain information about the four nominees for election
as directors and the directors whose terms of office continue after the 1995
Annual Meeting.
2
<PAGE> 5
NOMINEES FOR TERM OF OFFICE EXPIRING IN 1997
ROBERT J. KEGERREIS, PH.D. DIRECTOR SINCE 1972
Dr. Kegerreis, 74, served as President of Wright State University from July
1973 to June 1985. He is currently a management consultant and has served as
Executive Director of the Arts Center Foundation, Dayton, Ohio, since 1989. Dr.
Kegerreis is a director of The Elder-Beerman Stores Corporation and Energy
Innovations Inc.
MAYNARD H. MURCH IV DIRECTOR SINCE 1977
Mr. Murch, 51, has been Chairman of the Board of the Company since July
1979. He is President and Chief Executive Officer of Maynard H. Murch Co., Inc.
(investments) which is managing general partner of M.H.M. & Co., Ltd.
(investments). Since 1976, Mr. Murch has been Vice President of Parker/Hunter,
Incorporated (dealer in securities), a successor firm to Murch and Co., Inc., a
securities firm which Mr. Murch had been associated with since 1968. Mr. Murch
is a director of United Screw and Bolt Corporation and Lumitex, Inc.
JOHN N. TAYLOR, JR. DIRECTOR SINCE 1988
Mr. Taylor, 60, has been Chairman and Chief Executive Officer since August
1986 and was President from October 1974 until August 1986 of Kurz-Kasch, Inc.
(a manufacturer of custom thermoset plastics). He was also Chairman and Chief
Executive Officer of Component Technology Corp. (a manufacturer of plastic-based
assemblies) from 1982 to June 1989. Mr. Taylor is a director of LSI Industries,
Inc.
WILLIAM D. MANNING, JR. DIRECTOR SINCE MARCH 1995
Mr. Manning, 61, was Senior Vice President of The Lubrizol Corporation
(industrial chemicals) from 1985 to his retirement in April 1994. He is
currently a management consultant.
3
<PAGE> 6
DIRECTORS CONTINUING IN OFFICE UNTIL 1996
DANIEL W. DUVAL DIRECTOR SINCE 1986
Mr. Duval, 59, has been President and Chief Executive Officer of the
Company since December 1986. He was President and Chief Operating Officer of
Midland-Ross Corporation (a manufacturer of electrical, electronic and aerospace
products and thermal systems) from July 1983 to 1986. Mr. Duval is a Director of
Arrow Electronics, Inc. and National City Bank, Dayton, N.A.
THOMAS P. LOFTIS DIRECTOR SINCE 1987
Mr. Loftis, 51, has been engaged in commercial real estate development,
brokerage and consulting with Midland Properties, Inc. since 1980. Mr. Loftis
has been a general partner of M.H.M. & Co., Ltd. (investments) since 1986.
JEROME F. TATAR DIRECTOR SINCE 1991
Mr. Tatar, 48, has been Vice President - Operating Officer of The Mead
Corporation (forest products) since July 1994. From November 1986 to July 1994,
he was President of the Mead Fine Paper Division of The Mead Corporation.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
There were six meetings of the Board of Directors during fiscal 1995. The
Board of Directors has two committees: the Audit Committee [comprised of Messrs.
Taylor (Chairman), Loftis, and Kegerreis], which held two meetings in fiscal
1995, and the Compensation Committee [comprised of Messrs. Kegerreis (Chairman),
Tatar and Manning], which held three meetings in fiscal 1995.
The Audit Committee meets with Company personnel and with representatives
of Ernst & Young LLP, the Company's independent auditors, to review internal
auditing procedures, matters relating to the annual audit of the Company's
financial statements, and compliance with the Company's Code of Business
Conduct. The Committee reports its findings and recommendations to the Board of
Directors.
The Compensation Committee is responsible for developing and administering
the Company's executive compensation policies and programs and for setting the
compensation of executive officers. The Committee also acts in an advisory
capacity to the Board of Directors in all matters relating to the creation,
administration or modification of employee compensation policies and procedures.
4
<PAGE> 7
Directors who are not employees of the Company receive an annual stipend of
$20,000 ($23,000 beginning in fiscal 1996) for services as a director. Directors
who are also committee chairmen receive an additional $1,000 ($2,000 in fiscal
1996) per year. Under the Company's 1994 Directors Stock Compensation Plan, 50%
of a non-employee director's compensation, unless a director elects otherwise,
is paid to him in restricted shares of the Company. Restricted shares are issued
on the first day of the Company's fiscal year and become no longer subject to
any restrictions if the recipient is a director on the last day of the Company's
fiscal year. All non-employee directors participated in such plan in fiscal
1995. The Company also has a Stock Option Plan for Non-Employee Directors,
adopted by the Board on December 14, 1988, under which a maximum of 40,000
shares may be subject to options granted to non-employee directors. Under the
plan, each non-employee director receives a 2,000 share option on the date he
becomes a director and an additional 2,000 share option on the second
anniversary of his election. The option price per share is equal to the fair
market value of a share on the date the option is granted. The only option
granted under the plan in fiscal 1995 was an option to purchase 2,000 shares at
$21.00 per share granted to Mr. Manning on March 1, 1995. See Approval of 1995
Stock Option Plan for Non-Employee Directors.
During fiscal 1995, each director attended all of the meetings of the Board
of Directors and the committees on which he served, except one director was not
available for one meeting.
BENEFICIAL OWNERSHIP REPORTS
Section 16(a) of the Securities Exchange Act of 1934 requires directors and
executive officers of the Company and owners of more than 10% of the Company's
common shares to file an initial ownership report with the Securities and
Exchange Commission and a monthly or annual report listing any subsequent change
in their ownership of common shares. The Company believes, based on information
provided to the Company by the persons required to file such reports, that all
filing requirements applicable to such persons during the period from September
1, 1994 through August 31, 1995 were met.
5
<PAGE> 8
SECURITY OWNERSHIP
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is information as of October 24, 1995 concerning common
shares of the Company beneficially owned by each director, each executive
officer named in the Summary Compensation Table, and directors and executive
officers as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY
OWNED AS OF PERCENT OF
INDIVIDUAL OR GROUP 10/24/95(1) CLASS
- ------------------------------------- ----------------- ----------
<S> <C> <C>
Daniel W. Duval...................... 145,744 2.7%
Robert J. Kegerreis.................. 11,820 (5)
Thomas P. Loftis..................... 21,116(2) (5)
William D. Manning, Jr............... 3,605 (5)
Maynard H. Murch IV.................. 1,506,291(3) 28.8%
Jerome F. Tatar...................... 6,352 (5)
John N. Taylor, Jr................... 74,220(4) 1.4%
Gerald L. Connelly................... 11,400 (5)
George M. Walker..................... 59,340 1.1%
Directors and Executive Officers as a
Group (11 persons)................. 1,842,869 34.2%
</TABLE>
- ---------------
(1) Unless otherwise indicated, total voting power and total investment power
are exercised by each individual and/or a member of his household. Shares
which a person may acquire within 60 days of October 24, 1995 are treated as
"beneficially owned" and the number of such shares included in the table for
each person were: Mr. Duval -- 103,750; Dr. Kegerreis -- 4,000; Mr. Loftis
-- 4,000; Mr. Manning --2,000; Mr. Murch -- 4,000; Mr. Tatar -- 4,000; Mr.
Taylor -- 4,000; Mr. Connelly -- 4,600; Mr. Walker -- 30,600; and directors
and executive officers as a group -- 160,950.
(2) Includes 7,434 shares with respect to which Mr. Loftis has sole voting and
shared investment power and 512 shares with respect to which he has shared
voting and investment power.
(3) Includes 16,000 shares with respect to which Mr. Murch has sole voting and
shared investment power and 1,459,866 shares beneficially owned by M.H.M. &
Co., Ltd. See Footnote (1) in the following section.
(4) Includes 12,600 shares held of record in the name of K-K Realty Co., of
which Mr. Taylor is the general partner.
(5) Less than 1%.
6
<PAGE> 9
PRINCIPAL SHAREHOLDER
Set forth below is certain information about the only person known by the
Board of Directors of the Company to be a beneficial owner of more than 5% of
the outstanding common shares of the Company as of October 24, 1995.
<TABLE>
<CAPTION>
NUMBER OF COMMON
SHARES BENEFICIALLY
NAME AND ADDRESS OWNED AS OF 10/24/95 % OF CLASS
- --------------------------------- ------------------------ ---------------
<S> <C> <C>
M.H.M. & Co., Ltd. 1,459,866 27.9%(1)
830 Hanna Building
Cleveland, Ohio 44115
</TABLE>
- ---------------
(1) M.H.M. & Co., Ltd. is an Ohio limited partnership (the "Partnership").
Maynard H. Murch Co., Inc. is the managing general partner, and Thomas P.
Loftis is the other general partner, of the Partnership. Partnership
decisions with respect to the voting and disposition of Company shares are
determined by Maynard H. Murch Co., Inc., whose board of directors is
comprised of Maynard H. Murch IV and Robert B. Murch, who are brothers, and
Creighton B. Murch, who is their first cousin.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board is responsible for the development
and administration of the Company's compensation policies and programs and for
setting the compensation of executive officers. The Committee is comprised of
three directors who are not present or past employees of the Company.
OBJECTIVES AND POLICIES
The Committee seeks to:
- Provide levels of total compensation that are competitive with
comparable industrial companies;
- Provide incentives for achievement of the Company's annual and
long-term performance goals;
- Reward both Company and individual performance;
- Attract and retain key executives critical to the Company's long-term
success; and
- Align the interests of executives with those of shareholders.
The key components of the executive compensation program utilized to
achieve these objectives are salary, annual incentive awards, stock options, and
restricted stock.
BASE SALARY
The Company provides executive officers base salaries which are competitive
in the marketplace based on survey information prepared for the Committee by
independent
7
<PAGE> 10
compensation consultants. The salary structure is regularly adjusted to maintain
a salary range slightly above the survey median. Salaries for each executive are
annually reviewed by the Committee and may be adjusted at that time on the basis
of changes in salary structure, Company financial performance, and individual
performance.
ANNUAL INCENTIVE OPPORTUNITY
The fiscal 1995 incentive plan provides for the payment of bonuses to
executive officers contingent upon the achievement of pre-established financial
targets and individual objectives. Financial targets are established for each
fiscal year in support of the Company's annual business plan and are primarily
based on targeted revenue growth, improved profitability and cash flow for the
year. If such financial targets and individual objectives are accomplished or
surpassed, executive officers will be eligible to receive target awards ranging
from 30% to 60% of base salary depending upon their position level under the Hay
Position Evaluation System. Actual awards can range from zero to two times the
target award based on actual performance.
STOCK OPTIONS
Under the Company's 1984 Long Term Incentive Plan, stock options may be
granted to executive officers. Options are granted annually at the fair market
value of the Company's shares on the date of grant, exercisable in three annual
installments. The Committee determines the number of shares, if any, to be
granted to each executive based on (i) the executive's ability to impact the
Company's financial results; (ii) the executive's performance; and (iii)
expectations of executive's future contributions.
1994 LONG TERM INCENTIVE STOCK PLAN
The Committee, under the 1994 Long Term Incentive Plan, in 1993 made
performance share awards to executive officers. An executive will actually earn
his performance shares based on how favorably the total return on Company shares
for the three-year performance period ending August 31, 1996 compares to total
return of the Russell 2000 Company Group for the same period. No performance
shares are earned unless the Company's total return for the performance period
is at least equal to the median return for such period for companies included in
the Russell 2000. Any performance shares earned at the end of the performance
period are issued to the executive as restricted shares which the executive
could forfeit if he left the employment of the Company within the next 24 months
after issuance. The Russell 2000 is the index which the Company uses for
comparison in the "Performance Graph" section of this proxy statement. The
Committee employed Towers Perrin to assist in the development of the 1994 Long
Term Incentive Plan.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
For fiscal 1995, Mr. Duval's base salary increased from $280,000 to
$325,000. He also was awarded a fiscal 1995 annual incentive payment equal to
92% of his base salary. The Committee considered, in addition to his strong
personal leadership, his contributions to the continued improvement in the
Company's financial results, and, in particular, the successful integration of
the acquisition of the process industries business units.
8
<PAGE> 11
During fiscal 1995 the Committee granted Mr. Duval options to purchase
13,500 common shares. This represents the normal annual grant under the 1994
Long Term Incentive Stock Plan. In determining the size of the award, the
Committee evaluated the improvement in total shareholder return and
accomplishments of major strategic objectives as well as Mr. Duval's potential
for influencing future results. Consideration was also given to the relationship
of previous grants and his total number of outstanding options.
Through the use of annual incentive awards based primarily upon Company
performance and restricted stock and stock option grants which become more
valuable as the value of the Company's common shares increases, the Committee
believes its compensation policies for executive officers, including the Chief
Executive Officer, effectively tie executive compensation to the Company's
performance and shareholder value.
THE COMPENSATION COMMITTEE
ROBERT J. KEGERREIS, Chairman
WILLIAM D. MANNING, JR.
JEROME F. TATAR
EXECUTIVE COMPENSATION
The following sections of this proxy statement set forth compensation
information relating to the Chief Executive Officer and the only other executive
officers of the Company at August 31, 1995 whose salary and bonus for the
Company's fiscal year ended August 31, 1995 exceeded $100,000. All information
is presented on a fiscal year basis.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-------------
ANNUAL COMPENSATION NUMBER OF
SHARES
NAME AND --------------------- UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(1)
- ----------------------------- ------- -------- -------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
Daniel W. Duval, 1995 $325,000 $300,000 13,500 $3,696
President and Chief 1994 280,000 225,000 15,000 3,966
Executive Officer 1993 265,018 130,000 15,000 3,598
Gerald L. Connelly, 1995 $210,000 $200,970 7,000 $4,538
Vice President(2) 1994 34,000 66,500 18,000 --
1993 -- -- -- --
George M. Walker, 1995 $180,000 $130,000 5,000 $2,492
Vice President and 1994 167,500 100,000 6,000 2,668
Chief Financial Officer 1993 161,000 50,700 6,000 2,508
</TABLE>
- ---------------
(1) All amounts presented are Company contributions under its Employee Savings
Plan.
(2) Became an employee and executive officer of the Company on July 1, 1994.
9
<PAGE> 12
FISCAL 1995 STOCK OPTION GRANTS
The following table sets forth information concerning stock options granted
in fiscal 1995 under the Company's 1994 Long Term Incentive Stock Plan to the
executive officers named in the Summary Compensation Table. The table also sets
forth the hypothetical gains that would exist for the options at the end of
their ten-year terms, assuming compound rates of stock appreciation of 0%, 5%,
and 10%. The actual future value of the options will depend on the market value
of the Company's common shares.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1) POTENTIAL REALIZABLE VALUE AT
---------------------------------------------------------------
% OF TOTAL ASSUMED ANNUAL RATES OF STOCK
NUMBER OF OPTIONS PRICE APPRECIATION FOR OPTION
SHARES GRANTED TO TERM (2)
UNDERLYING EMPLOYEES IN EXERCISE EXPIRATION -----------------------------
NAME OPTIONS GRANTED 1995 PRICE DATE 0% 5% 10%
- ---------------------- --------------- ------------ --------- ------------ --- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Daniel W. Duval....... 13,500 18% $ 27.00 6/27/05 $ 0 $229,232 $580,919
Gerald L. Connelly.... 7,000 9% 27.00 6/27/05 0 118,861 301,217
George M. Walker...... 5,000 7% 27.00 6/27/05 0 84,900 215,155
</TABLE>
- ---------------
(1) Under the Company's option plans, one-third of the shares subject to an
option may be purchased one year after the date of grant, two-thirds after
two years, and 100% after three years.
(2) The dollar amounts under these columns are the result of calculations at 0%
and at the 5% and 10% rates, assuming annual compounding, prescribed by
rules of the Securities and Exchange Commission and are not intended to
forecast possible appreciation, if any, of the Company's share price.
OPTION EXERCISES IN FISCAL 1995 AND FISCAL YEAR-END OPTION VALUES
The following table sets forth for each of the persons named in the Summary
Compensation Table information concerning all exercises of options to purchase
Company shares during fiscal 1995 and the value of all unexercised options at
August 31, 1995.
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT 8/31/95 OPTIONS AT 8/31/95(2)
SHARES ACQUIRED VALUE ----------------------------- -----------------------------
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Daniel W. Duval....... 9,000 $125,205 103,750 33,750 $1,816,446 $ 189,141
Gerald L. Connelly.... -- -- 4,500 20,500 34,219 105,719
George M. Walker...... 4,500 $ 50,040 30,600 13,100 478,419 75,481
</TABLE>
- ---------------
(1) Represents the excess of the market value of the acquired shares on the date
of exercise over the aggregate option price paid.
(2) Represents the excess of the market value at August 31, 1995 of the shares
subject to the options over the aggregate option exercise price.
10
<PAGE> 13
PENSION PLAN
The Company has a noncontributory, defined benefit pension plan for
officers and other salaried employees (the "Pension Plan"). Retirement benefits
under the Pension Plan are calculated on the basis of the employee's average
annual compensation for the five highest calendar years during the employee's
last ten years of employment with reductions for credited years of service less
than 35. The maximum annual retirement benefit that could be paid under the
Pension Plan to any participant in the plan as a result of limitations imposed
under sections of the Internal Revenue Code is presently $120,000.
Compensation for the purpose of calculating retirement benefits includes
salary, commissions and bonuses (exclusive of deferred incentive compensation)
and the total amount of such compensation for executive officers for fiscal 1995
is set forth in the Summary Compensation Table under the heading "Annual
Compensation." The credited years of service for executive officers named in the
Summary Compensation Table who are participants in the Pension Plan is: Mr.
Duval -- 8 and Mr. Walker -- 26.
The Company also has a Supplemental Pension Plan (the "Supplemental Plan")
which provides supplemental retirement benefits for Messrs. Duval, Walker and
other key employees as they obtain eligibility under the criteria established by
the Board for participation in the plan. The supplemental retirement benefit is
provided under terms and conditions similar to those under the Pension Plan and
is equal to the excess of (i) the benefit that would have been payable to the
employee under the Pension Plan without regard to certain annual retirement
income and benefit limitations imposed by federal law over (ii) the benefit
payable to the employee under the Pension Plan.
The following table shows the estimated maximum annual retirement benefits
payable at normal retirement (age 65) under the Pension Plan and Supplemental
Plan at selected compensation levels after various years of service. Amounts
shown are straight life annuity amounts and are not subject to any deduction for
Social Security benefits to be received by the employee.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT BENEFITS
FOR SPECIFIED YEARS OF SERVICE
FINAL AVERAGE -----------------------------------------------------------------
COMPENSATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$200,000................. $ 40,902 $ 54,536 $ 68,170 $ 81,804 $ 95,438
250,000................. 51,400 68,534 85,667 102,801 119,934
300,000................. 61,901 82,535 103,169 123,803 142,258
350,000................. 72,402 96,536 120,670 144,804 168,938
450,000................. 93,401 124,535 155,669 186,803 217,936
500,000................. 103,729 138,306 172,882 207,459 242,035
550,000................. 113,467 151,289 189,111 226,933 264,755
</TABLE>
OTHER
There is an employment agreement between the Company and Mr. Duval, which
provides for the payment of one year's salary in the event his employment as
Chief
11
<PAGE> 14
Executive Officer is terminated for reasons other than misconduct, except that
if such termination occurs after a change of control of the Company (as defined
in the agreement), his salary continues for a three year period.
The Company entered into an employment agreement with Gerald L. Connelly,
effective July 1, 1994, providing for a minimum annual salary of $200,000
through June 30, 1996. The agreement also provides that if a change of control
of the Company occurs prior to July 1, 1996 and he is terminated within 24
months of a change of control for any reason other than cause or disability, the
Company will continue his base salary for a period of 24 months following any
such termination.
PERFORMANCE GRAPH
The following graph compares the cumulative total return to shareholders on
the Company's common shares for its last five fiscal years with the cumulative
total return of the Russell 2000 Company Group Index and the S&P Diversified
Machinery Index for the same periods. The graph depicts the value on August 31,
1995 of a $100 investment made on August 31, 1990 in Company shares and each
index, with all dividends reinvested.
<TABLE>
<CAPTION>
S&P Ma-
Measurement Period Robbins & chinery (Di-
(Fiscal Year Covered) Myers, Inc. Russell 2000 versified)
<S> <C> <C> <C>
9/90 100 100 100
9/91 169 131 119
9/92 163 141 110
9/93 200 187 172
9/94 203 198 191
9/95 301 239 219
</TABLE>
APPROVAL OF 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
At the meeting, shareholders will vote on approval of the 1995 Stock Option
Plan for Non-employee Directors (the "1995 Plan"). The Plan was adopted by the
Board of
12
<PAGE> 15
Directors of the Company on October 4, 1995, subject to the approval of
shareholders at the Annual Meeting. Approval of the 1995 Plan requires the
affirmative vote of the holders of a majority of the shares present, either in
person or by proxy, and entitled to vote, at the Annual Meeting. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PLAN.
The Company has long believed that the compensation of its directors should
be closely linked to the interests of the shareholders of the Company through
ownership of the Company's shares. The Company has carried out this belief by
paying non-employee directors under the two following arrangements which involve
the use of common shares: (1) non-employee directors are granted options to
purchase 2,000 shares when first elected a director and an option to purchase an
additional 2,000 shares on the second anniversary date of their having become a
director and (2) the annual stipend paid to directors for services as a director
is normally paid one-half in cash and one-half in common shares.
The Company proposes to terminate its existing non-employee director option
plan, except for one option grant scheduled for March 1, 1997, and replace such
plan with the 1995 Plan. Under the 1995 Plan, a director would be granted an
option to purchase 2,000 common shares on the date he becomes a director and an
option to purchase an additional 1,000 shares on each date a director is
re-elected to the Board for a new term of office. Since directors are elected to
two-year terms of office, a director who continues to be elected to the Board
would be granted an option to purchase 1,000 shares every other year. A maximum
of 30,000 shares would be available for the grant of options under the 1995
Plan, subject to adjustment for stock dividends, stock splits and similar
matters.
Under the 1995 Plan the option price per share is equal to the average of
the high and low sale price of a common share on the NASDAQ National Market
System on the date the option is granted. Options are exercisable immediately
after grant and have a term of ten years, except that if a director ceases to be
a director, his option terminates nine months after leaving the Board or one
year in the event he died while a director. Shareholder approval is required for
any amendment to the 1995 Plan that increases the number of shares for which
options could be granted or materially increases the benefits to participants in
the plan.
APPOINTMENT OF INDEPENDENT AUDITORS
Ernst & Young LLP served as the Company's independent auditors during the
fiscal year ended August 31, 1995. A representative of Ernst & Young LLP is
expected to be present at the Annual Meeting with the opportunity to make a
statement if he desires to do so and to respond to appropriate questions from
shareholders.
Subject to ratification by the shareholders, the Board of Directors of the
Company has selected Ernst & Young LLP as independent auditors for the Company
for the fiscal year ending August 31, 1996. THE BOARD RECOMMENDS A VOTE "FOR"
THE PROPOSAL TO RATIFY SUCH SELECTION. In the event shareholders do not approve
the selection of Ernst & Young LLP, the Board will seek to determine from
shareholders the principal reasons Ernst & Young LLP was not approved, evaluate
such reasons, and consider whether, in view of the circumstances, a different
firm of independent auditors should be selected for fiscal 1996.
13
<PAGE> 16
OTHER MATTERS
The Board of Directors does not know of any matters to be presented at the
meeting other than those mentioned above. However, if other matters should
properly come before the meeting, or any adjournment thereof, it is intended
that the holders of proxies in the enclosed form will vote thereon in their
discretion.
The Company will bear the cost of solicitation of proxies. In addition to
the use of the mails, proxies may be solicited by certain officers, directors,
and regular employees of the Company, without extra compensation, by telephone,
telegraph, or personal interview. Brokerage houses, banks and other persons will
be requested to forward solicitation material to the beneficial owners of shares
held of record by such persons.
SHAREHOLDER PROPOSALS
A proposal by a shareholder intended for inclusion in the Company's proxy
statement and form of proxy for the 1996 Annual Meeting of Shareholders must, in
accordance with applicable regulations of the Securities and Exchange
Commission, be received by the Company, at 1400 Kettering Tower, Dayton, Ohio
45423, Attention: Secretary, on or before July 17, 1996 in order to be eligible
for such inclusion. The 1996 Annual Meeting of Shareholders is presently
scheduled to be held on December 11, 1996.
By Order of the Board of
Directors,
JOSEPH M. RIGOT
Secretary
Dayton, Ohio
November 14, 1995
14
<PAGE> 17
APPENDIX A
----------
ROBBINS & MYERS, INC.
1995 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
----------------------
ARTICLE I. PURPOSE
- --------- -------
The purpose of the Robbins & Myers, Inc. 1995 Stock Option
Plan for Non-employee Directors (the "Plan") is to encourage stock ownership in
the Company by such directors and to provide incentive for such directors to
continue their contribution towards the Company's strategic growth goals.
ARTICLE II. SHARES SUBJECT TO THE PLAN
- ---------- --------------------------
The maximum number of Common Shares of the Company ("Shares")
that may be issued under the Plan is 30,000 subject to adjustment in accordance
with Article VII. Such Shares may be authorized and unissued or treasury
Shares. Any Shares subject to an option which for any reason has terminated or
expired or has been cancelled prior to being fully exercised may again be
subject to option under the Plan.
ARTICLE III. ADMINISTRATION
- ----------- --------------
The Plan shall be administered by the Board of Directors of
the Company (the "Board"). Subject to the express provisions of the Plan, the
Board shall have the power to construe the provisions of the Plan, to determine
issues arising thereunder, and to adopt and amend such rules and regulations
governing the administration of the Plan as it may deem desirable. Grants of
options under the Plan shall be automatic as provided at Article IV.
ARTICLE IV. AUTOMATIC GRANT OF OPTIONS
- ---------- --------------------------
Each director of the Company who is not employed by the
Company or a subsidiary of the Company ("non-employee director") shall
automatically be granted an option to purchase 2,000 Shares under the Plan on
the date he is first appointed or elected a director. Each non- employee
director shall automatically be granted an option to purchase an additional
1,000 Shares on the date such director is elected by shareholders to serve
another term of office as a director of the Company, provided such director is
a non-employee director of the Company on the date he is re-elected as a
director.
<PAGE> 18
ARTICLE V. OPTIONS AND OPTION TERMS
- --------- ------------------------
A. OPTION AGREEMENT. The terms of each option granted under the
Plan shall be set forth in a written Stock Option Agreement
approved by the Board.
B. TERMS OF ALL OPTIONS. The following terms and provisions
shall apply to all options granted under the Plan:
(1) The option price per Share shall be the Fair Market
Value of a Share on the date of grant. For purposes
of the Plan, "Fair Market Value" per Share shall mean
the average of the high and low sales prices of a
Share on the date when the value of a Share is to be
determined, as reported in the NASDAQ National Market
System; if no sale is reported for such date, then on
the next preceding date on which a sale is reported;
or, if the Shares are no longer included in the
NASDAQ National Market System, the determination of
such value shall be made by the Board in accordance
with applicable provisions of the Internal Revenue
Code and related regulations promulgated under the
Code.
(2) No option shall be exercisable more than 10 years
after the date of grant.
(3) Options shall be exercisable immediately after their
grant, in whole or in part. Any option may be
exercised by giving written notice to the Company
accompanied by payment in full for the number of
Shares exercised.
(4) No option may be exercised under the Plan unless the
director has continuously been a member of the Board
from the date of grant of the option to the date of
exercise, except that an option may, subject to the
10 year limitation of Article V(B) (2), be exercised
(i) within eight months after the date the director
ceases to be a director of the Company or (ii) in the
event the director dies while he is a director of the
Company or within eight months after he ceases to be
a director of the Company, then within one year of
the date of the director's death.
ARTICLE VI. TRANSFERABILITY RESTRICTION
- ---------- ---------------------------
Options may not be sold, pledged, assigned, hypothecated or
transferred other than by will, the laws of descent and distribution, or
pursuant to a qualified domestic relations order as defined by the Internal
Revenue Code of 1986, as amended.
-2-
<PAGE> 19
ARTICLE VII. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
- ----------- ------------------------------------------
If there is a change in the number or kind of outstanding
Shares by reason of a stock dividend, extra-ordinary cash dividend, stock
split, merger, recapitalization, consolidation, combination or other similar
event, appropriate adjustments shall be made to the number of Shares subject to
the Plan, the number of options outstanding, the option price and other
relevant provisions to the extent the Board, in its sole discretion, determines
that such a change makes such adjustments necessary or equitable.
ARTICLE VIII. COMPLIANCE WITH LAWS
- ------------ --------------------
No option shall be granted and no Shares will be issued in
connection with any option unless the option and the issuance and delivery of
Shares upon exercise of the option shall comply with all relevant provisions of
state and federal law, including, without limitation, the Securities Act of
1933, the Securities Exchange Act of 1934, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange or price
reporting system upon which the Shares may then be listed.
ARTICLE IX. LIMITATION OF RIGHTS
- ---------- --------------------
Neither the Plan, nor the granting of an option nor any other
action taken pursuant to the Plan shall constitute or be evidence of any
agreement or understanding, express or implied, that the Company will retain a
director as a director for any period of time.
ARTICLE X. BENEFITS OF THE PLAN
- --------- --------------------
This Plan shall inure to the benefit of, and be binding upon,
each successor of the Company. All rights and obligations imposed upon a
director and all rights granted to the Company under this Plan shall be binding
upon the participant's heirs, legal representatives and successors.
ARTICLE XI. AMENDMENT AND TERMINATION OF THE PLAN
- ---------- -------------------------------------
A. AMENDMENT. The Board may from time to time amend the Plan, or
any provision thereof, in such respects as the Board may deem
advisable except that it may not amend the Plan without
shareholder approval so as to:
(1) increase the maximum number of Shares that may be
issued under the Plan except in accordance with
Article VII;
-3-
<PAGE> 20
(2) materially increase the benefits accruing to
directors of the Company under the Plan; or
(3) materially modify the requirements as to eligibility
of directors for participation in the Plan.
B. CERTAIN AMENDMENTS. Notwithstanding the provisions of Article
X(A), the Board may not amend the provisions of the Plan
relating to the number of Shares to be granted a director, the
determination of option prices or the timing of grants of
options under the Plan more than once in a six-month period
except for changes made to conform to changes in the Internal
Revenue Code or the Employee Retirement Income Security Act.
C. TERMINATION. The Board may at any time terminate the Plan.
D. EFFECT OF AMENDMENT OR TERMINATION. Any amendment or the
termination of the Plan shall not adversely affect any option
previously granted and such Option shall remain in full force
and effect as if the Plan had not been amended or terminated.
ARTICLE XII. EFFECTIVE DATE
- ----------- --------------
The Plan shall become effective on the date the Plan is
adopted by the Board (1). No option shall be exercised prior to the approval of
the Plan by the affirmative vote of the holders of a majority of the Shares
present, either in person or by proxy, and entitled to vote at an Annual
Meeting of Shareholders of the Company. Unless the Plan shall be so approved
by the shareholders of the Company at the next Annual Meeting of Shareholders
after its adoption by the Board, the Plan shall terminate and all options
granted under the Plan shall be cancelled. The Plan shall not have an
expiration date, but shall be subject to termination as provided at Article
XI(C).
JMR3286.lmb
__________________________________
(1) The Plan was adopted by the Board of Directors of the Company on
October 4, 1995.
-4-
<PAGE> 21
ROBBINS & MYERS, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON DECEMBER 13, 1995
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
P The undersigned holder(s) of Common Shares of ROBBINS & MYERS,
INC., an Ohio corporation (the "Company"), hereby appoints Daniel
R W. Duval, Robert J. Kegerreis, and Maynard H. Murch IV, and each of
them, attorneys of the undersigned, with power of substitution, to
O vote all of the Common Shares which the undersigned is entitled to
vote at the Annual Meeting of Shareholders of the Company to be
X held on Wednesday, December 13, 1995, and at any adjournment
thereof, as follows:
Y
<TABLE>
<S> <C>
Election of Directors, Nominees: (change of address)
Robert J. Kegerreis, Maynard H. Murch IV, John N. Taylor, __________________________________________
Jr. and William D. Manning, Jr. __________________________________________
__________________________________________
__________________________________________
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card.)
</TABLE>
A VOTE FOR PROPOSALS 1, 2 AND 3 IS RECOMMENDED BY THE BOARD OF
DIRECTORS. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE
MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
DETACH CARD
<PAGE> 22
<TABLE>
<C> <S> <C>
X PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. Election of / / / / 2. Approval of 1995 / / / / / / 3. Approval of the / / / / / /
Directors Stock Option appointment of Ernst
including authority Plan for Non- & Young LLP as
to cumulate votes employee independent auditors
selectively among Directors for the Company.
such nominees (see reverse) described in the
For, except vote withheld from the accompanying 4. In their discretion, upon such other
following nominee(s): proxy statement. business as may properly come before the
meeting or any adjournment thereof.
- ----------------------------------
Change Receipt is acknowledged of Notice of the
of / / above meeting, the Proxy Statement
Address relating thereto and the Annual Report
to Shareholders for the fiscal year ended
August 31, 1995.
SIGNATURE(S) ___________________________________________________ DATE __________
SIGNATURE(S) ___________________________________________________ DATE __________
NOTE: Shareholders should date this proxy and sign here exactly as name appears above. If stock is held jointly, both owners
should sign this proxy. Executors, administrators, trustees, guardians and others signing in a representative capacity
in which they sign.
- -----------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
