<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
- - -- ACT OF 1934
For the Quarterly Period Ended FEBRUARY 28, 1995 Commission File Number 0-288
-----------------
ROBBINS & MYERS, INC.
- - ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
OHIO 31-0424220
- - ------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 KETTERING TOWER, DAYTON, OHIO 45423
- - ------------------------------------------------------------------------------
(Address of Principal executive offices) (Zip Code)
Registrant's telephone number including area code (513) 222-2610
-----------------------------
NONE
- - ------------------------------------------------------------------------------
Former name, former address and former fiscal year if changed since last report
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
--- ---
COMMON SHARES, WITHOUT PAR VALUE, OUTSTANDING AS OF FEBRUARY 28, 1995: 5,166,099
----------------------------
-1-
<PAGE> 2
<TABLE>
PART 1 - FINANCIAL INFORMATION
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in thousands)
<CAPTION>
February 28, August 31,
1995 1994
(unaudited)
----------- -----------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $23,001 $16,079
Accounts receivable, net 45,464 40,107
Inventories:
Finished products 12,473 12,491
Products in process 13,051 13,913
Materials and supplies 14,117 13,522
Deferred taxes 3,632 3,632
Prepaid expenses 1,536 4,109
----------- -----------
Total Current Assets 113,274 103,853
Goodwill 67,235 68,210
Other Intangible Assets 9,323 9,267
Deferred Taxes 8,267 7,802
Other Assets 6,526 6,836
Property, Plant and Equipment 93,167 89,900
Less accumulated depreciation (31,814) (27,738)
----------- -----------
61,353 62,162
----------- -----------
$265,978 $258,130
=========== ===========
<FN>
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE> 3
<TABLE>
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in thousands)
<CAPTION>
February 28, August 31,
1995 1994
------------- ------------
(unaudited)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $17,503 $16,164
Accrued expenses 37,126 35,825
Federal income taxes payable 1,998 3,017
Current portion long-term debt 3,750 3,500
------------- ------------
Total Current Liabilities 60,377 58,506
Long-Term Debt 79,828 80,290
Other Long-Term Liabilities 63,805 62,295
Shareholders' Equity
Common stock without par value:
Authorized shares--------25,000,000
Outstanding shares--------5,166,099
at February 28, 1995 and 5,142,817 at
August 31, 1994 after deducting
shares in treasury--------139,009 at
February 28, 1995 and 147,005 at
August 31, 1994 19,840 19,573
Retained Earnings 42,880 37,656
Equity adjustment for foreign
currency translation (351) 211
Equity adjustment to recognize minimum
pension liability (401) (401)
------------- ------------
$265,978 $258,130
============= =============
<FN>
See Notes to Consolidated Financial Statements
</TABLE>
-3-
<PAGE> 4
<TABLE>
ROBBINS & MYERS, INC. AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED INCOME
(UNAUDITED)
(in thousands except per share data)
<CAPTION>
Three Months Ended Six Months Ended
----------------------------- -----------------------------
February 28, February 28, February 28, February 28,
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Sales $70,873 $22,564 $139,501 $44,462
Less:
Cost of Sales 46,728 13,676 92,314 27,454
------------ ------------ ------------ ------------
24,145 8,888 47,187 17,008
Engineering and development 2,568 643 5,114 1,265
Selling and administrative expenses 14,783 4,717 29,224 8,870
Interest expense 1,836 44 3,632 71
Other (income) deductions - net (86) 92 (159) 314
------------ ------------ ------------ ------------
Income Before Income Taxes 5,044 3,392 9,376 6,488
Income Taxes 1,957 1,257 3,373 2,445
------------ ------------ ------------ ------------
Net Income $3,087 $2,135 $6,003 $4,043
============ ============ ============ ============
Earnings Per Share
Primary $0.58 $0.41 $1.13 $0.77
============ ============ ============ ============
Assuming Full Dilution $0.58 $0.41 $1.13 $0.77
============ ============ ============ ============
Ending Common Shares Outstanding 5,166 5,113 5,166 5,113
Dividends Per Share
Declared $0.075 $0.075 $0.15 $0.1375
Paid $0.075 $0.075 $0.15 $0.1375
<FN>
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE> 5
<TABLE>
STATEMENT OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Robbins & Myers, Inc. and Subsidiaries
<CAPTION>
Six Months Ended February 28,
(in thousands) 1995 1994
- - -----------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $6,003 $4,043
Equity Adjustment for Foreign Currency Translation (562) (205)
Adjustment Required to Reconcile Net Income
to Net Cash and Cash Equivalents Provided by
Operating Activities:
Depreciation 4,269 1,468
Amortization 1,718 100
Deferred taxes (465) 835
Equity loss on unconsolidated investment 187 67
Changes in operating assets and liabilities:
Accounts receivable, less allowances (5,357) (3,478)
Inventories 285 (66)
Prepaid expenses 2,573 (337)
Intangible assets (136) 0
Other assets 123 (236)
Accounts payable 1,339 (385)
Accrued expenses 1,301 (675)
Federal income taxes payable (1,019) 344
Other long-term liabilities 1,510 (900)
------------- -------------
Net Cash and Cash Equivalents Provided by
Operating Activities 11,769 575
INVESTMENT ACTIVITIES
Capital Expenditures, Net of Nominal Disposals (3,460) (2,386)
Purchase of Marketable Securities 0 (8,220)
Proceeds From Sale of Marketable Securities 0 7,800
------------- -------------
Net Cash and Cash Equivalents Used
by Investment Activities (3,460) (2,806)
FINANCING ACTIVITIES
Proceeds from Revolving Line of Credit 3,505 5,323
Payment of Revolving Line of Credit (3,505) (2,300)
Payment of Term Loan (875) 0
Proceeds from Sale of Common Stock 267 290
Purchase of Common Stock 0 (348)
Dividends Paid (779) (703)
-----------------------------------------
Net Cash and Cash Equivalents Provided
by Financing Activities (1,387) 2,262
-----------------------------------------
Increase in Cash and Cash Equivalents 6,922 31
Cash and Cash Equivalents at Beginning of Period 16,079 1,422
-----------------------------------------
Cash and Cash Equivalents at End of Period $23,001 $1,453
=========================================
<FN>
See Notes to Consolidated Financial Statements
</TABLE>
-5-
<PAGE> 6
ROBBINS & MYERS, INC. AND SUBSIDIARIES
DAYTON, OHIO
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments consisting
of normal recurring items necessary to present fairly the financial
condition of the Company as of February 28, 1995 and August 31, 1994
and the results of its operations for the three month and six month
periods ended February 28, 1995 and February 28, 1994 and its cash
flows for the six month periods ended February 28, 1995 and February
28, 1994.
NOTE B - Net income per share was calculated as disclosed in Exhibit 11.
NOTE C - On June 30, 1994, the Company completed the acquisition of the
Pfaudler, Chemineer and Edlon business units for approximately
$117,045,000. The funds used for the acquisition were provided by a
combination of cash on hand, bank debt of $52,000,000 and
subordinated notes of $43,576,000, net of discount, issued to the
seller. In addition to cash and subordinated notes, the seller also
received certain stock appreciation rights on 2,000,000 shares of
the Company's common stock. The stock appreciation rights entitle
the holder to receive a payment equal to the increase in market
value of the Company's Common Stock above $23 per share to a maximum
market value of $40 per share. The stock appreciation rights are
exercisable by the holder beginning January 1, 1995 and expire June
30, 2000. At the Company's option, payment may be made in cash or
common stock of the Company. It is the Company's intention at
present to make any payment for stock appreciation rights in cash.
NOTE D - The following is a pro forma summary (unaudited) of the consolidated
results of operations, assuming the purchase of Pfaudler, Chemineer
and Edlon business units had taken place on September 1, 1993. In
preparing the pro forma data, certain adjustments have been made to
historic operating results, including increased interest expense
resulting from the new debt structure, amortization of intangible
assets and the related income tax effects. The pro forma data
excludes business restructure provisions of the acquired companies
of $3,800,000 in the first quarter of 1994.
6
<PAGE> 7
ROBBINS & MYERS, INC. AND SUBSIDIARIES
DAYTON, OHIO
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
NOTE D - Continued
(in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended
February 28, February 28,
1995 1994
(Actual) (Proforma)
<S> <C> <C>
Net Sales $70,873 $64,856
Net Income 3,087 918
Net Income Per Share $.58 $.18
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended
February 28, February 28,
1995 1994
(Actual) (Proforma)
<S> <C> <C>
Net Sales $139,501 $132,030
Net Income 6,003 3,730
Net Income Per Share $1.13 $.71
</TABLE>
7
<PAGE> 8
ROBBINS & MYERS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following represents management's discussion and analysis of certain
significant factors which affected the Company's earnings and changes in
financial condition during the period included in the accompanying statements
of consolidated operations and the consolidated balance sheets.
The Company completed the acquisition of the Pfaudler, Chemineer, and Edlon
business units on June 30, 1994, which more than doubled its size. After June
30, 1994, the Company's business was comprised of the newly acquired business
units and its historic business units, which include Moyno Industrial Products,
Moyno Oilfield Products and Prochem Industrial Mixers. Operating results of
the new business units are included for the three month and six month periods
ended February 28, 1995 but are not included in any reported prior year
periods. As a result, the June 30, 1994 acquisitions are the principal cause
for the change between the reported periods.
OPERATING RESULTS
- - -----------------
Net sales for the quarter totaled $70.9 million, compared to $22.6 million for
the same quarter of last year and up from $68.6 million in the previous
quarter. Net income totaled $3.1 million, or $.58 per share, compared to $2.1
million or $.41 per share last year. The previous quarter net income totaled
$2.9 million or $.55 per share. For the first six months, net sales were
$139.5 million compared to $44.5 million for the same period of last year. Net
income for the six months totaled $6.0 million or $1.13 per share compared to
$4.0 million in the same period of 1994, or $.77 per share. The increase in
net income from the same quarter of last year is due to a combination of
improved operating results experienced by the Company's historic business units
combined with the inclusion of operating results of the newly acquired business
units.
Gross margins as a percentage of sales are unchanged from the previous quarter
for both the new business units and the Company's historic business units.
Gross margins are also unchanged when compared to the same quarter of the prior
year which did not include the results of the new units.
Orders and backlogs for all products continue to be healthy. This should lead
to second half operating results consistent with those of the first half.
8
<PAGE> 9
PROVISION FOR INCOME TAXES
- - --------------------------
During the current quarter, based on projections of profits for the remainder
of the year, the Company recorded a provision for domestic and foreign income
taxes equal to 39% of estimated taxable income compared to 37% in the same
quarter of the previous year. The provisions include the impact of tax loss
carryforwards in certain foreign countries and foreign and domestic taxes
associated with dividends to be declared in the current fiscal year by wholly
owned foreign subsidiaries having available cash and retained earnings.
LIQUIDITY AND CAPITAL RESOURCES
- - -------------------------------
The discussion of the acquisition of the Pfaudler, Chemineer and Edlon business
units and the related financing was disclosed in detail in the Company's 1994
annual report. As of March 1, 1995, the Company also acquired or established
three additional businesses. First, the assets of Pharaoh Corporation, a
Rochester, N.Y. company engaged in the business of parts and services for
glass-lined process equipment, were purchased. Second, the stock of Cannon
Process Equipment, Ltd., headquartered in Bilston, England, was purchased.
Cannon was engaged in the business of new and reconditioned glass-lined reactor
vessels. Finally, a partnership was established between Glasteel Parts and
Services, a newly formed subsidiary of the Company, and Universal Process
Equipment, Inc., a global purchaser of used process equipment. The
transactions were financed by a combination of available cash, current bank
financing and the issuance of $4.4 million of new subordinated debt.
Cash requirements for 1995 are related primarily to debt service, capital
expenditures and previously recorded restructuring payments. Debt principal
payments totaling $3.5 million are due in 1995. The Company anticipates
capital expenditures for the year to approximate $12 million, and to be largely
directed at manufacturing cost reduction programs and new integrated operating
systems at the Pfaudler and Chemineer business units. Previously recorded
restructuring actions amounted to approximately $5.8 million at February 28,
1995. Of this amount, $2.5 million is estimated to be payable in the current
fiscal year and the balance payable in fiscal 1996.
OTHER
- - -----
Unfilled orders as of February 28, 1995 totaled $86.1 million. They increased
from $77.6 million at the beginning of the quarter primarily due to improved
order rates at Chemineer's domestic location and Pfaudler's German and England
locations.
9
<PAGE> 10
10Q8.dmd - PART II OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
(a) The Annual Meeting of Shareholders of Robbins & Myers,
Inc. (the "Company") was held on December 14, 1994.
(b) The Company's Board of Directors is divided into two
classes, with one class of directors elected at each
annual meeting of shareholders. At the Annual Meeting
on December 14, 1994, the following persons were
elected directors of the Company for a term of office
expiring at the annual meeting of shareholders to be
held in 1996: Daniel W. Duval, Thomas P. Loftis,
Jerome F. Tatar. The other directors whose terms of
office continued after the Annual Meeting are Robert
J. Kegerreis, Ph.D., Maynard H. Murch IV, John N.
Taylor, Jr., and William W. Wommack. Mr. Wommack
subsequently resigned as a director of the
Company and William D. Manning, Jr. was elected on
March 1, 1995 to fill the unexpired term of office of
Mr. Wommack.
(c) At the Annual Meeting on December 14, 1994, four items
were voted on by shareholders, namely:
(i) the election of directors in which, as noted
above, Messrs. Duval, Loftis, and Tatar were
elected directors of the Company, with Mr. Duval
having 4,626,580 cast for his election and
193,208 withheld, Mr. Loftis having 4,626,780
cast for his election and 193,008 withheld, and
Mr. Tatar having 4,626,780 cast for his election
and 193,008 withheld;
(ii) adoption to increase the number of authorized
common shares from 10,000,000 to 25,000,000 was
approved with 4,081,749 cast for approval,
723,096 against approval, and 14,943 abstentions;
(iii) adoption of the Amendment to Code of Regulations
providing flexibility in setting the Meeting
Date for the annual meeting of shareholders was
approved with 4,786,721 cast for approval, 17,217
against approval, 14,279 abstentions, and 1,571
broker non-votes; and
(iv) the appointment of Ernst & Young LLP as
independent auditors of the Company for the
fiscal year ending August 31, 1995 was approved
with 4,795,777 cast for approval, 16,697 against
approval, 3,693 abstentions and 3,621 broker
non-votes.
10
<PAGE> 11
ITEM 5. Other Information
-----------------
The Company completed on April 10, 1995 a transaction with Eagle
Industrial Products Corporation ("Eagle"), a subsidiary of Eagle
Industries, Inc., pursuant to which the Company paid Eagle $20
million and the stated principal amount of the Company's Subordinated
Notes held by Eagle was reduced by $25 million. The Subordinated Notes
were issued to Eagle in part payment of the purchase price of the
Pfaudler, Chemineer, and Edlon businesses acquired on June 30, 1994.
The transaction will result in an extraordinary, one-time, after tax
gain of $1.4 million to the Company.
On April 10, 1995, the Company and Bank One, Dayton, NA and National
City Bank, Columbus (the "Banks") entered into Amendment No. 4 to that
certain Credit Agreement among them which was originally entered into
on June 24, 1994 (the "Credit Agreement"). Amendment No. 4 increases
the Company's borrowing capacity under the Credit Agreement to
$88,250,000. All of the increase in borrowing capacity was to the
revolving credit portion of the Credit Agreement, which increased from
$35,000,000 to $50,000,000. On March 1, 1996, the maximum loan
commitment of the Banks under the revolving credit portion of the
Credit Agreement is reduced to $48,000,000, with further annual
reductions each March 1 thereafter until March 1, 2000, at which time
the maximum loan commitment under the revolving credit portion is
$35,000,000. For additional information, reference is made to
Amendment No. 4 which is Exhibit 4.1 to this Report.
ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) See Index to Exhibits.
(b) Reports on Form 8-K. During the quarter ended February 28,
1995, the Company did not file any reports on Form 8-K.
11
<PAGE> 12
10Q9.dmd
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROBBINS & MYERS, INC
--------------------------------------
DATE: APRIL 13. 1995 BY /S/ GEORGE M. WALKER
--------------------- ----------------------------------
VICE PRESIDENT & CFO
(PRINCIPAL FINANCIAL OFFICER)
12
<PAGE> 13
INDEX TO EXHIBITS
-----------------
(3) (i) AMENDED ARTICLES OF INCORPORATION OF
ROBBINS & MYERS, INC......................... *
(3) (ii) CODE OF REGULATIONS OF ROBBINS & MYERS, INC.... *
(4) (1) AMENDMENT NO. 4 TO CREDIT AGREEMENT............ *
(4) (2) FIRST SUPPLEMENTAL INDENTURE................... *
(11) STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS:
11.1 Computation of Per Share Earnings.............. *
(27) Financial Data Schedule *
______________________
"*" Indicates the Exhibit is filed with this Report.
1
<PAGE> 1
Exhibit (3)(i)
AMENDED ARTICLES OF INCORPORATION
---------------------------------
-OF-
ROBBINS & MYERS, INC.
---------------------
FIRST: The name of the corporation is Robbins & Myers, Inc.
SECOND: The principal office of the corporation shall be located in
the city of Dayton, Montgomery County, Ohio.
THIRD: The purposes for which it is formed are:
To manufacture, buy, sell, lease, exchange, dispose of or
otherwise deal in all kinds of machinery, engineering, and hardware
specialties, electrical meters, devices and apparatus of every kind; to carry
on a general manufacturing business; and to transact any business incidental to
the foregoing purposes.
FOURTH: The authorized number of shares of the corporation is
25,000,000 Common Shares without par value.
FIFTH: Without derogation from any other power to purchase shares of
the corporation as permitted by law, the corporation, by action of its
directors, may purchase any issued shares to the extent of surplus available
for cash dividends.
SIXTH: Any meeting of the shareholders except the annual meeting or
other meeting called to elect directors may be held outside of Ohio.
SEVENTH: These Amended Articles of Incorporation shall supersede and
take the place of the heretofore existing Amended Articles of Incorporation and
amendments thereto.
EIGHTH: No holder of shares of any class of the corporation shall, as
such holder, have any pre-emptive rights to subscribe for or purchase shares of
any class of shares of the corporation now or hereafter authorized, or to
purchase or subscribe for securities convertible into or exchangeable for
shares of the corporation or to which shall be attached or appertain any
warrants or rights entitling the holder thereof to subscribe for or purchase
shares of the corporation.
<PAGE> 1
EXHIBIT (3)(ii)
AS LAST AMENDED 12/14/94
CODE OF REGULATIONS
OF
ROBBINS & MYERS, INC.
ARTICLE I.
MEETINGS OF SHAREHOLDERS.
(a) ANNUAL MEETING. The annual meeting of shareholders of the
Company for the election of directors and the transaction of such other
business as may be specified in the notice for such meeting shall be held on
the date and at the time and place designated by the Board of Directors or, in
the absence of such designation, at 11:00 o'clock a.m., on the second Wednesday
of the fourth month following the close of the Company's fiscal year. The
annual meeting shall be held at the principal office of the Company unless the
Board of Directors determines that the meeting shall be held at another
location, which may be within or without the State of Ohio.
(b) SPECIAL MEETINGS. Special meetings of the shareholders may be
called at any time in accordance with applicable provisions (if any) in the
Articles of Incorporation, as amended from time to time, and also by the
holders of one-fifth (1/5th) in amount of the outstanding shares entitled to
vote thereat, or in writing by the President, or a Vice President, or in
writing or by vote by a majority of the Directors or by the Executive
Committee, and (except in the case of meetings called to elect Directors) may
be held at any place within or without the State of Ohio designated in the call
and notice therefor.
(c) NOTICE OF MEETINGS. Except as may otherwise be required by
law, a written or printed notice of every annual or special meeting of the
shareholders, stating the time and place and the objects thereof, shall be
given to each shareholder entitled to vote by mailing the same to his last
address appearing on the books of the Company at least ten days before any such
meeting. Any shareholder either before or after such meeting may waive any
notice required to be given by law or under these regulations, and by
attendance at any meeting shall be deemed to have waived notice thereof.
(d) QUORUM. Except as may otherwise be provided in the Articles
of Incorporation, as amended from time to time, the holders of shares entitling
them to exercise one-third of the voting power of the Company present in
<PAGE> 2
person or by proxy at any meeting for the election of Directors shall
constitute a quorum, but to constitute a quorum at any meeting of shareholders
for any other purpose there shall be present in person or by proxy the holders
of shares entitling them to exercise a majority of the voting power, or if the
vote is to be taken by classes, the holders of shares of each class entitling
them to exercise a majority of the voting power of the class. At any meeting
whether a quorum is present or otherwise, the holders of a majority of the
voting shares represented by shareholders present in person or proxy may
adjourn from time to time and from place to place without notice other than by
announcement at the meeting. At any such adjourned meeting at which a quorum
is present, any business may be transacted which might have been transacted at
the meeting as originally notified or held.
ARTICLE II.
BOARD OF DIRECTORS.
(a) CLASSIFICATION. Unless changed in accordance with the
provisions of paragraph (b) of this Article II, the number of directors of the
Company shall be fixed at seven and shall be divided into two classes. The
first class shall be comprised of three directors and the directors initially
elected to such class shall hold office until the first succeeding annual
meeting of shareholders and until their successors are elected and qualified.
The second class shall be comprised of four directors and the directors
initially elected to such class shall hold office until the second succeeding
annual meeting of shareholders and until their successors are elected and
qualified. Thereafter, at each annual meeting of shareholders, directors to
succeed those whose terms are expiring at such annual meeting shall be elected
to hold office until the second succeeding annual meeting of shareholders and
until their successors are elected and qualified.
(b) CHANGE IN NUMBER. The authorized number of directors and the
number of directors in each class may be changed either by the affirmative vote
of the holders of record of at least two-thirds of the voting power of the
Company at a meeting of shareholders called for that purpose and for the
purpose of electing directors, or by the affirmative vote of a majority of the
authorized number of directors; provided, however, that the classes shall be of
approximately equal size and in no event shall any class contain fewer than
three directors nor more than four directors. No reduction in the number of
directors, either by the shareholders or the directors, shall of itself have
the effect of shortening the term of any incumbent director.
(c) NOMINATIONS. Only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors.
Nominations of persons for election as directors of the Company may be made at
a meeting of shareholders (i) by or at the direction of the Board of Directors
or by any
<PAGE> 3
committee or person appointed by the Board of Directors or (ii) by any
shareholder of the Company entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in this paragraph
(c). Any nomination other than those governed by clause (i) of the preceding
sentence shall be made pursuant to timely notice in writing to the Secretary of
the Company. To be timely, a shareholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Company not less
than 50 days nor more than 75 days prior to the meeting; provided, however,
that in the event that less than 60 days' notice or prior public disclosure of
the date of the meeting is given or made to shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Such shareholder's
notice to the Secretary shall set forth (a) as to each person whom the
shareholder proposes to nominate for election as a director (i) the name, age,
business address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the class and number of any
shares of the Company or any subsidiary of the Company which are beneficially
owned by such person and (iv) any other information relating to such person
that is required to be disclosed in solicitations for proxies for election of
directors pursuant to any then existing rule or regulation promulgated under
the Securities Exchange Act of 1934, as amended; and (b) as to the shareholder
giving the notice (i) the name and record address of such shareholder and (ii)
the class and number of shares of the Company which are beneficially owned by
such shareholder. The Company may require any proposed nominee to furnish such
other information as may reasonably be required by the Company to determine the
eligibility of such proposed nominee to serve as a director. No person shall
be eligible for election as a director unless nominated as set forth herein.
The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
(d) REMOVAL. No director may be removed prior to the expiration
of such director's term of office, except by the affirmative vote of the
holders of two-thirds of the voting power of the Company entitled to vote in
the election of directors; provided, however, that unless all the directors, or
all the directors of a particular class, are removed, no individual director
shall be removed if votes of sufficient number of shares are cast against his
removal which, if cumulatively voted at an election of all the directors, or
all the directors of a particular class, as the case may be, would be
sufficient to elect at least one director.
4
<PAGE> 4
(e) VACANCIES. The remaining directors, though less than a
majority of the authorized number of directors, may, by the vote of a majority
of their number, fill any vacancy in the Board of Directors, however arising,
for the unexpired term thereof. Any person elected to fill a vacancy in the
Board of Directors shall hold office until the expiration of the term of office
for the class to which he is elected and until his successor is elected and
qualified.
(f) RESIGNATIONS. Any director may resign at any time by writing
to that effect delivered to the Secretary and to be effective at or after the
next meeting of the Board of Directors, or at the time specified in such
writing.
(g) QUORUM. A majority of the qualified Directors at any time in
office shall constitute a quorum for all purposes; provided, however, that at
any meeting duly called whether a quorum is present or otherwise a majority of
the Directors present may adjourn from time to time and place to place within
or without the State of Ohio without notice other than by announcement at the
meeting. At any such adjourned meeting at which a quorum is present any
business may be transacted which might have been transacted at the meeting as
originally called. At each meeting of the Board of Directors at which a quorum
is present all questions and business shall be determined by the vote of a
majority of the directors present unless a different vote is required by law.
(h) MEETINGS. Regular meetings of the Board of Directors shall be
held at such times and places within or without the State of Ohio as may be
provided for in by-laws or resolutions adopted by the Board. Special meetings
may be held at any time and place within or without the State of Ohio upon call
by the President and Vice-President or any two Directors. Notice of the time
and place of each special meeting shall be given by letter or telegram or in
person not less than forty-eight hours prior to such time; provided, however,
that an annual meeting of the Board shall be held immediately after the annual
election of the Board and no notice of the same need be given. Notice of any
special meeting may be waived in writing and will be waived by any Director by
his attendance thereat. Unless otherwise indicated in the notice thereof, any
business may be transacted at any meeting.
(i) COMPENSATION. The Board of Directors is hereby authorized to
fix a reasonable compensation to be paid to each Director for attendance at any
meeting of the Board.
(j) INTERESTED DIRECTORS. No contract or any other transaction
between the Company and any other corporation and no act of the Company shall
be in any way affected or invalidated by the fact that any of the Company's
Directors are pecuniarily or otherwise interested in, or are directors or
officers of such other corporation. Any Director individually, or any firm of
which any director may be a member, may be a party to, or may be pecuniarily or
otherwise interested in, any contract or transaction of the Company,
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<PAGE> 5
provided the fact that he or such firm is so interested shall be disclosed or
shall have been known to the Board of Directors or a majority thereof; and any
Director of the Company who is also a director or officer of such other
corporation or who is so interested may be counted in determining the existence
of a quorum at any meeting of the Board of Directors which shall authorize such
contract or transaction and may vote thereat to authorize such contract or
transaction with like force and effect as if he were not such Director or
officer of such other corporation or not so interested.
ARTICLE III.
The Board of Directors, by resolution adopted by a majority of the
whole board, may appoint three or more Directors to constitute one or more
committees of Directors. The resolution establishing each such committee shall
specify a designation by which it shall be known and shall fix its powers and
authority. The Board of Directors may delegate to any such committee any of
the authority of the Board of Directors, however conferred, other than that of
filling vacancies among the Directors or in any committee of the Directors.
The Board of Directors may likewise appoint one or more Directors as
alternate members of any such committee, who may take the place of any absent
member or members at any meeting of such committee.
Each such committee shall serve at the pleasure of the Board of
Directors, shall act only in the intervals between meetings of the Board of
Directors, and shall be subject to the control and direction of the Board of
Directors. All actions by any such committee shall be subject to revision and
alteration by the Board of Directors.
An act or authorization of an act by any such committee within the
authority delegated to it by the resolution establishing it shall be as
effective for all purposes as the act or authorization of the Board of
Directors.
Any such committee may act by a majority of its members at a meeting or
by a writing or writings signed by all of its members.
The Board of Directors may likewise appoint other members of any
committee who are not members of the Board of Directors who shall act in an
advisory capacity but who shall have no vote upon any matter or business before
the committee.
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<PAGE> 6
ARTICLE IV.
OFFICERS.
(a) OFFICERS DESIGNATED. The Board of Directors shall
elect a President, a Secretary and a Treasurer and in their discretion one or
more Vice Presidents, a Chairman of the Board and such additional officers as
the Board may see fit. The President and the Chairman of the Board shall be
chosen from among the members of the Board of Directors but the other officers
need not be members of the Board. Any two or more of such offices may be held
by the same person but where action is required by two officers no officer
shall execute, acknowledge or verify any instrument in more than one capacity.
(b) TENURE OF OFFICE. All of said officers shall be
chosen by the Board of Directors as soon as may be possible after the annual
election of the Board of Directors, and shall hold office until the next annual
meeting of the Board of Directors or until their successors are chosen and
qualified. The Board of Directors may remove any officer at any time with or
without cause by a two-thirds vote of the Directors present at a meeting
attended by a quorum.
(c) CHAIRMAN OF THE BOARD. The Chairman of the Board, if
any, shall preside at all meetings of the Board of Directors and shall have
such other powers and duties as may be prescribed by the Board of Directors.
(d) PRESIDENT. The President shall preside at all
meetings of the shareholders and in the absence of a Chairman of the Board
shall also preside at meetings of the Board of Directors. He shall be the
chief executive officer of the Company, and shall have general supervision over
its property, business and affairs, subject to the directions of the Board of
Directors. The President, unless otherwise ordered by the Board of Directors,
shall be authorized to vote any shares owned by the Company in any other
corporation or to designate someone else to vote such shares. He shall also
enforce these regulations. He may execute all authorized deeds, mortgages,
bonds, contracts and other obligations in the name of the Company and shall
have such other powers and duties as may be prescribed by the Board of
Directors.
(e) VICE-PRESIDENTS. The Vice-Presidents, in the order
designated by the Board of Directors, shall perform all the duties of the
President in case of the absence or disability of the latter, or when
circumstances prevent the latter from acting, together with such other duties
as the Board of Directors may require. The power of the Vice-Presidents to
execute all authorized deeds, mortgages, bonds, contracts and other obligations
in the name of the Company shall be co-ordinate with like powers of the
President and any such instrument so executed by any of the Vice-Presidents
shall be as valid and binding as though executed by the President. In case the
President and the Vice-
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<PAGE> 7
Presidents are absent or unable to perform their duties, the Directors may
appoint a President pro tempore.
(f) SECRETARY. The Secretary shall keep the minutes of
all meetings of the shareholders, the Board of Directors, and (unless otherwise
directed by the Committee) of the Executive Committee. He shall keep such
books as may be required by the Board of Directors, shall have charge of the
seal of the Company, and shall give notices required by law or by these
regulations, or otherwise, and have such other powers and duties as the Board
of Directors may prescribe.
(g) TREASURER. The Treasurer shall receive and have in
charge all money, bills, notes, bonds, and similar property belonging to the
Company, and shall do with the same as may be ordered by the Board of
Directors. He shall keep accurate financial accounts, and hold the same open
for the inspection and examination of the Directors, and any committee of the
shareholders appointed for such purpose, and shall present abstracts thereof at
the annual meeting of the shareholders and at other meetings when required. On
the expiration of his term of office, he shall turn over to his successor, or
to the Board of Directors, all property, books, papers and money of the Company
in his hands.
(h) DELEGATION OF DUTIES. The Board of Directors shall
have power to delegate the duties of any officer to any other officer and
generally to control the action of the officers and to require the performance
of duties in addition to those mentioned herein. Checks, notes, and similar
instruments shall be signed by such officers or employees as the Board may from
time to time designate.
(i) COMPENSATION. The compensation of the officers shall
be fixed by the Board of Directors.
(j) BOND. The Treasurer and any other officer, if
required by the Board of Directors, shall furnish bonds for the faithful
performance of their duties, in such manner and with such surety as may be
fixed and required by the Board of Directors.
ARTICLE V.
LIMITATION OF LIABILITY AND INDEMNIFICATION.
SECTION I. LIMITATION OF LIABILITY.
- - ---------- ------------------------
(a) No person shall be found to have violated his duties
to the Company as a director of the Company in any action brought against such
director (including actions involving or affecting any of the following: (i) a
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<PAGE> 8
change or potential change in control of the Company; (ii) a termination or
potential termination of his service to the Company as a director; or (iii) his
service in any other position or relationship with the Company), unless it is
proved by clear and convincing evidence that the director has not acted in good
faith, in a manner he reasonably believes to be in or not opposed to the best
interests of the Company, and with the care that an ordinarily prudent person
in a like position would use under similar circumstances. Notwithstanding the
foregoing, nothing contained in this paragraph (a) limits relief available
under Section 1701.60 of the Ohio Revised Code.
(b) In performing his duties, a director shall be
entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, that are prepared or presented
by: (i) one or more directors, officers, or employees of the Company whom the
director reasonably believes are reliable and competent in the matters prepared
or presented; (ii) counsel, public accountants, or other persons as to matters
that the director reasonably believes are within the person's professional or
expert competence; or (iii) a committee of the directors upon which he does not
serve, duly established in accordance with the provisions of these Regulations,
as to matters within its designated authority, which committee the director
reasonably believes to merit confidence.
(c) A director, in determining what he reasonably
believes to be in the best interests of the Company, shall consider the
interest of the Company's shareholders and, in his discretion, may consider (i)
the interests of the Company's employees, suppliers, creditors and customers;
(ii) the economy of the state and nation; (iii) community and societal
considerations; and (iv) the long-term as well as short-term interests of the
Company and its shareholders, including the possibility that these interests
may be best served by the continued independence of the Company.
(d) A director shall be liable in damages for any action
he takes or fails to take as a director only if it is proved by clear and
convincing evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate intent to
cause injury to the Company or undertaken with reckless disregard for the best
interests of the Company. Notwithstanding the foregoing, nothing contained in
this paragraph (d) affects the liability of directors under Section 1701.95 of
the Ohio Revised Code or limits relief available under Section 1701.60 of the
Ohio Revised Code.
SECTION 2. INDEMNIFICATION
- - ---------- ---------------
(a) In case any person was or is a party, or is
threatened to be made a party, to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
other than an action by or in the right of the Company, by reason of the fact
that he is or was a
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<PAGE> 9
director or officer of the Company, or is or was serving at the request of the
Company as a director, trustee, officer, employee, or agent of another
corporation, domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, or other enterprise, the Company shall indemnify such person
against expenses, including attorney's fees, judgments, decrees, fines,
penalties, and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company, and with respect to any matter the subject of a
criminal action, suit, or proceeding, he had no reasonable cause to believe
that his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, or conviction, or upon a plea of
nolo contendere or its equivalent, shall not, itself, create a presumption that
the person did not act in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company and with respect to
any matter the subject of a criminal action, suit or proceeding, that he had no
reasonable cause to believe that his conduct was unlawful.
(b) In case any person was or is a party, or is
threatened to be made a party to any threatened, pending, or completed action
or suit by or in the right of the Company to procure a judgment in its favor by
reason of the fact that he is or was a director or officer of the Company, or
is or was serving at the request of the Company as a director, trustee,
officer, employee, or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust or other enterprise,
the Company shall indemnify such person against expenses, including attorney's
fees actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, except that no indemnification shall be made in respect of any of the
following: (i) any claim, issue, or matter as to which such person is adjudged
to be liable for negligence or misconduct in the performance of his duty to the
Company unless and only to the extent that the court of common pleas, or the
court in which such action or suit was brought determines upon application
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court
shall deem proper; or (ii) any action or suit in which the only liability
asserted against a director is pursuant to Section 1701.95 of the Ohio Revised
Code.
(c) To the extent that a director or officer has been
successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in paragraphs (a) and (b) of this Section 2, or in
defense of any claim, issue, or matter therein, the Company shall indemnify him
against expenses, including attorney's fees, actually and reasonably incurred
by him in connection with the action, suit or proceeding.
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<PAGE> 10
(d) Any indemnification under paragraphs (a) and (b) of
this Section 2, unless ordered by a court, shall be made by the Company only as
authorized in the specific case upon a determination that indemnification of
the director or officer is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs (a) and (b) of this
Section 2. Such determination shall be made as follows: (i) by a majority vote
of a quorum consisting of directors of the Company who were not and are not
parties in or threatened with any such action, suit, or proceeding, (ii) if the
quorum described in clause (i) of this paragraph (d) is not obtainable or if a
majority vote of a quorum of disinterested directors so directs, in a written
opinion by independent legal counsel other than an attorney, or a firm having
associated with it an attorney, who has been retained by or who has performed
services for the Company or any person to be indemnified within the past five
years, (iii) by the shareholders, or (iv) by the court of common pleas or the
court in which such action, suit, or proceeding was brought. Any determination
made by the disinterested directors under clause (i) of this paragraph (d) or
by independent legal counsel under clause (ii) of this paragraph (d) shall be
promptly communicated to the person who threatened or brought the action or
suit, by or in the right of the Company referred to in paragraph (b) of this
Section 2, and within ten days after the receipt of such notification, such
person shall have the right to petition the court of common pleas or the court
in which such action or suit was brought to review the reasonableness of such
determination.
(e) (i) Unless the only liability asserted against a director
in an action, suit, or proceeding referred to in paragraphs (a) and (b) of this
Section 2 is pursuant to Section 1701.95 of the Ohio Revised Code, expenses,
including attorney's fees, incurred by a director in defending the action,
suit, or proceeding, shall be paid by the Company as they are incurred, in
advance of the final disposition of the action, suit, or proceeding upon
receipt of an undertaking by or on behalf of the director in which he agrees to
do both of the following: (A) repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate intent to
cause injury to the Company or undertaken with reckless disregard for the best
interests of the Company; and (B) reasonably cooperate with the Company
concerning the action, suit, or proceeding.
(ii) Expenses, including attorney's fees, incurred
by a director, trustee, officer, employee or agent in defending any action,
suit or proceeding referred to in paragraphs (a) and (b) of this Section 2 may
be paid by the Company as they are incurred in advance of the final disposition
of the action, suit or proceeding as authorized by the directors in the
specific case upon the receipt of an undertaking by or on behalf of the
director, trustee, officer, employee, or agent to repay such amount, if it
ultimately is determined that he is not entitled to be indemnified by the
Company.
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<PAGE> 11
(f) The indemnification authorized by this Section 2
shall not be exclusive of, and shall be in addition to, any other rights
granted to those seeking indemnification under the Articles of Incorporation of
the Company or these Regulations or any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors, and administrators of such
a person.
(g) The Company may purchase and maintain insurance or
furnish similar protection, including but not limited to trust funds, letters
of credit or self-insurance, on behalf of or for any person who is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director, trustee, officer, employee, or agent of another
corporation, domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust or other enterprises, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have indemnified him against such liability
under this Section 2. Insurance may be purchased from or maintained with a
person in which the Company has a financial interest.
(h) The authority of the Company to indemnify persons
pursuant to paragraphs (a) and (b) of this Section 2 does not limit the payment
of expenses as they are incurred, indemnification, insurance, or other
protection that may be provided pursuant to paragraphs (e), (f) and (g) of this
Section 2. Paragraphs (a) and (b) of this Section 2 do not create any
obligation to repay or return payments made by the Company pursuant to
paragraphs (e), (f) and (g) of this Section 2.
SECTION 3. INTERPRETATION
- - --------- --------------
As used in Article V, words of the masculine gender shall
include the feminine gender.
ARTICLE VI.
CORPORATE SEAL.
The corporate seal of the Company shall be circular in form
and shall contain the name of the Company and the words "Corporate Seal."
12
<PAGE> 12
ARTICLE VII.
PROVISIONS IN ARTICLES OF INCORPORATION.
This Code of Regulations is subject in all respects to the
Articles of Incorporation of the Company, as amended from time to time.
ARTICLE VIII.
AMENDMENTS.
This Code of Regulations may be altered, repealed, amended or
superseded by a new Code of Regulations in whole or in part by the written
consent of the holders of two-thirds of the shares possessing voting power
thereon, or by the affirmative vote of the holders of a majority of the shares
possessing voting power thereon at any annual meeting or special meeting called
for such purpose; provided, however, that paragraphs (a) through (e),
inclusive, of Article II and this Article VIII may not be altered, repealed,
amended or superseded, and no amendment to this Code of Regulations which is
inconsistent therewith may be adopted, without the affirmative vote of the
holders of record of shares entitling them to exercise two-thirds of the voting
power of the Company thereon.
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<PAGE> 1
EXHIBIT 4.1
-----------
AMENDMENT NO. 4 TO CREDIT AGREEMENT
This Amendment No. 4 ("Amendment") dated as of April 10, 1995 to that
certain Credit Agreement by and among ROBBINS & MYERS, INC. ("Parent") and its
subsidiaries listed on the signature pages hereof ("Borrowers"), BANK ONE,
DAYTON, NA and NATIONAL CITY BANK, COLUMBUS ("Banks"), and BANK ONE DAYTON, NA
as agent for the Banks ("Agent"), dated as of June 24, 1994, as amended January
12, 1995, and February 28, 1995 (the "Credit Agreement").
WHEREAS Banks have agreed to increase the amount of Revolving Credit to
be made available to the Borrowers under the Credit Agreement in order to
enable Borrowers to retire the Senior Subordinated Extendible Reset Note of
Robbins & Myers, Inc. issued to Eagle Industrial Products Corporation in the
aggregate principal amount of $25,000,000.00; and
WHEREAS in conjunction with such increase in the amount of Revolving
Credit the parties have agreed to additional and/or modified terms and
conditions in the Credit Agreement;
NOW THEREFORE, intending to be legally bound, the parties hereto agree
as follows:
A. CAPITALIZED TERMS. Capitalized terms used and not
otherwise defined herein are used with the meaning set forth in the
Credit Agreement.
B. AMENDMENT TO SECTION 2.1 OF THE CREDIT AGREEMENT.
Section 2.1(b) shall be modified and amended in its entirety to read as
follows:
Bank Commitment Pro Rata Share
---- ---------- --------------
Bank One, Dayton, NA $29,000,000 58%
National City Bank, Columbus $21,000,000 42%
Total Revolving Credit
Commitment $50,000,000 100%
The total Revolving Credit Commitment shall be reduced to the amounts
hereinafter set forth on the dates indicated:
Total Revolving Credit
Date of Reduction Commitment Reduced to
- - ----------------- ----------------------
March 1, 1996 $48,000,000.00
March 1, 1997 $45,000,000.00
<PAGE> 2
March 1, 1998 $41,000,000.00
March 1, 1999 $36,000,000.00
March 1, 2000 $35,000,000.00
C. AMENDMENT TO SECTION 7.16 - MINIMUM TANGIBLE CAPITAL BASE.
Section 7.16 shall be modified and amended in its entirety
to provide as follows:
At the end of the following fiscal quarters of Parent,
Borrowers and Subsidiaries shall maintain a minimum tangible
Capital Base on a Consolidated basis of at least the minimum
amounts hereinafter set forth. For the purposes of
Compliance with this covenant, the amounts shown in the
adjustment Amount column shall be added to actual Tangible
Capital Base and provided that the sum thereof shall be equal
to or greater than the Minimum Amount, the requirements of this
covenant shall be deemed to have been met.
Fiscal Quarters Ending Minimum Amount Adjustment Amount
- - ---------------------- -------------- -----------------
Prior to August 31, 1996 $12,000,000.00 $15,000,000.00
As of August 31, 1996 $21,000,000.00 $13,000,000.00
through May 31, 1997
As of August 31, 1997 $30,000,000.00 $10,000,000.00
through May 31, 1998
As of August 31, 1998 $39,000,000,00 $ 6,000,000,00
through May 31, 1999
As of August 31, 1999 $48,000,000.00 $ 1,000,000.00
through May 31, 2000
As of August 31, 2000 $57,000,000.00 $ 0
through May 31, 2001
As of August 31, 2001 $66,000,000.00 $ 0
and thereafter
D. AMENDMENT TO SECTION 7.17 - LEVERAGE RATIO. Section
7.17 shall be modified and amended in its entirety to provide as
follows:
At the end of each fiscal quarter of Parent during the
following fiscal years, the ratio of the outstanding
indebtedness of Borrowers and Subsidiaries (but excluding
liabilities for undrawn Letters of Credit) to the Tangible
Capital Base of Borrowers and Subsidiaries, all on a
Consolidated basis, shall not exceed the following:
Fiscal Quarters Ending Maximum Ratio
---------------------- -------------
<PAGE> 3
Prior to August 31, 1996 15.50:1
As of August 31, 1996 9.00:1
through May 31, 1997
As of August 31, 1997 5.85:1
through May 31, 1998
As of August 31, 1998 4.50:1
through May 31, 1999
As of August 31, 1999 3.75:1
through May 31, 2000
As of August 31, 2000 3.00:1
and thereafter
E. AMENDMENT TO SECTION 7.18 - NET WORKING
CAPITAL. Section 7.18 shall be modified and amended in its
entirety to provide as follows:
At the end of each fiscal quarter of Parent, the Working
Capital of Borrowers and Subsidiaries on a Consolidated basis
shall be at least $35,000,000.00.
F. AMENDMENT TO SECTION 7.19 - INTEREST COVERAGE
RATIO. Section 7.19 shall be modified and amended in its
entirety to provide as follows:
At the end of each of the following fiscal quarters of Parent,
Borrowers and Subsidiaries shall maintain, on a Consolidated
basis, at least the following multiples of (a) income before
taxes and before interest expense paid or scheduled to be paid
during the four fiscal quarters ending with such fiscal
quarter to (b) interest expense paid or scheduled to be paid
during such fiscal quarters (the "Interest Coverage Ratio"):
(a) Each fiscal quarter ending prior to or on May 31,
1996: 2.20:1
(b) Each fiscal quarter ending after May 31, 1996 but
prior to or on May 31, 1997: 2.50:1
(c) Each fiscal quarter ending after May 31, 1997 but
prior to or on May 31, 1998: 2.75:1
(d) Each fiscal quarter ending after May 31, 1998 but
prior to or on May 31, 1999: 3.0:1
(e) Each fiscal quarter ending after May 31, 1999 but
prior to or on May 31, 2000: 3.25:1
3
<PAGE> 4
(f) Each fiscal quarter ending after May 31, 2000: 4.0:1
G. AMENDMENT TO SECTION 8.1 - BORROWING. Section 8.1 shall be
modified and amended in its entirety to provide as follows:
Except with the prior written consent of Banks, no Borrower shall create,
incur, assume or suffer to exist any liability for Funded Indebtedness, or
permit any Subsidiary so to do except (i) Funded Indebtedness due hereunder
and under the Notes to Banks, (ii) the Subordinated Notes, (iii) Funded
Indebtedness reflected on the Financial Statements, (iv) Funded Indebtedness of
Pfaudler-Werk, GMBH that is not guaranteed by a Borrower or a Subsidiary and
(v) outside of the U.S.A. overdraft facilities not exceeding $5,000,000 in the
aggregate; provided that such overdraft facilities shall be paid down to zero
for at least one day during each 180-day period calculated commencing with the
date of this Amendment and provided further that such overdraft facilities must
be unsecured unless otherwise agreed to in writing by Banks.
H. AMENDMENT TO SECTION 8.15 OF THE CREDIT AGREEMENT. Section
8.15 shall be amended and modified in its entirety to read as follows:
(a) "No Borrower shall engage, or permit any of its
Subsidiaries to engage, in purchases or sales of commodity or currency
options, futures, contracts, swap transactions or other similar hedging
transactions, including such as may be required by Section 4.11 hereof,
and including a Borrower or a Subsidiary engaging in commodity and
currency options, futures and forward transactions in the ordinary
course of its business for the purpose of hedging specific exposures to
fluctuations in currencies or commodities that such entity incurs in
the ordinary course of such entity's business (hereinafter called the
"Currency Transactions") which, when the Reserve Amount (as hereinafter
defined) with respect thereto is added to the amount of issued and
outstanding Letters of Credit, exceeds in the aggregate, the sum of
Twenty Million Dollars ($20,000,000.00).
(b) All such Currency Transactions entered into by Borrowers
with Agent shall also satisfy the following conditions:
(1) For purposes of this Agreement, the Reserve
Amount shall be that portion of the notional amount of any
Currency Transaction which the Banks, by law or policy,
determine must be reserved against their credit risk in the
Currency
4
<PAGE> 5
Transaction. Borrowers recognize that Bank One, Dayton, NA
currently reserves 20% of the notional amount of any such
transaction; however, the Agent shall have the right to
increase or decrease this percentage with respect to any and
all future Currency Transactions;
(2) The Reserve Amount for such Currency Transaction
shall not exceed the Unused Commitment at the time of the
transaction;
(3) The availability of credit to Borrowers under the
Total Revolving Credit Commitment shall at all times be reduced
by the aggregate Reserve Amount for Borrower's Currency
Transactions then in effect, and each Bank's Revolving Credit
Commitment shall be deemed utilized to the extent of such
Bank's Pro Rata Share of the Reserve Amount;
(4) No Currency Transaction shall have a maturity date
more than 365 days after the date of the transaction without
the written consent of the Agent; and
(5) All conditions precedent to making a Revolving
Credit Loan have been satisfied as of the date of the Currency
Transaction.
(c) Each Bank agrees that it will participate, in accordance
with its Pro Rata Share, in any Currency Transaction entered into by
the Agent and Borrowers pursuant to the terms of this Section 8.15.
Each Bank will share in the profits and losses from trading in Currency
Transactions and in the risk of such Currency Transactions, in
accordance with the Bank's Pro Rata Share thereof.
(d) Whenever Agent enters into a Currency Transaction with one
of the Borrowers on behalf of the Banks, the Agent will send a written
confirmation of such transaction to National City Bank, Columbus within
2 days after the date of the transaction. Each Bank shall remain free
to enter into foreign currency forward contracts and other similar
hedging transactions for its own account with one or more of the
Borrowers. If the Agent does not deliver notice to National City Bank,
Columbus as required under this subparagraph, the transaction will be
deemed to be solely for the account of Bank One, Dayton, NA and will
not reduce the availability of credit under the Total Revolving Credit
Commitment of the Banks.
5
<PAGE> 6
(e) Failure by any Borrower to pay an amount due to the Agent
under a Currency Transaction shall constitute for all purposes of this
Agreement an irrevocable request by Borrowers for Revolving Credit
Loans in the amount of such obligation, bearing interest at the rate
then applicable to Revolving Credit Loans to which no LIBOR Pricing
Option applies. However, if for any reason the conditions to the making
of Revolving Credit Loans are not satisfied on the date payment of such
amount is made or if the Banks cannot make Revolving Credit Loans for
any other reason, payment by Agent of such amount shall instead
constitute, for all purposes of this Agreement, the making by Agent of
a Currency Transaction Advance in the amount of such obligation.
Currency Transaction Advances shall bear interest at the Borrowers'
Default Rate until paid and Borrowers shall repay to Agent for the
account of Agent (and of each Bank participating in the Currency
Transaction Advance) the outstanding amount of such Currency
Transaction Advance, plus interest, on demand.
(f) If any Currency Transactions remain outstanding on the
Termination Date, Borrowers shall deposit with Agent cash or other
liquid collateral acceptable to Agent in an amount at least equal to
the Reserve Amount of each such outstanding Currency Transaction, to be
held by Agent pursuant to a cash collateral agreement acceptable to
Agent in its discretion, until such Currency Transaction is completed,
and such collateral may be applied to reimburse Agent and Banks for any
damage resulting from Borrowers' failure to perform its obligations
under a Currency Transaction.
I. AMENDMENT TO EXHIBIT 1.1 - DEFINITIONS. The definition of Letter
of Credit Commitment in Exhibit 1.1 to the Credit Agreement hereby is amended
and restated in its entirety as follows:
"Letter of Credit Commitment" is Twenty Million Dollars
($20,000,000.00).
J. FEE FOR INCREASE IN TOTAL REVOLVING CREDIT COMMITMENT. At the
closing upon this Amendment, Borrowers shall pay to Agent for the PRO RATA
accounts of the Banks (based upon each Bank's Pro Rata share) a non-refundable
fee equal to .625% of the amount of the increase in the Total Revolving Credit
Commitment.
K. OTHER FEES AND EXPENSES RELATING TO AMENDMENT TO CREDIT AGREEMENT.
Borrowers shall pay all fees and expenses of Agent and Banks, including the
fees and expenses of counsel
6
<PAGE> 7
to the Agent and each Bank relating to the preparation of and closing upon this
Amendment to Credit Agreement.
L. CONSENT TO RETIREMENT OF SUBORDINATED NOTE AND FIRST SUPPLEMENTAL
INDENTURE. Banks hereby consent to Borrowers retirement of the Senior
Subordinated Extendible Reset Note of Robbins & Myers, Inc. issued to Eagle
Industrial Products Corporation in the aggregate principal amount of
$25,000,000.00. Banks also consent to Robbins & Myers, Inc. entering into the
First Supplemental Indenture dated as of April 10, 1995 among Robbins & Myers,
Inc., PNC Bank, Ohio National Association, Eagle Service Corporation of
Delaware and Eagle Industrial Products Corporation ("First Supplemental
Indenture"), which relates to the transaction consented to in the preceding
sentence. A copy of the First Supplemental Indenture is attached as Exhibit A
hereto.
M. CONDITIONS FOR CLOSING. The Banks' obligation to execute and
close upon this Amendment No. 4 shall be contingent upon delivery of the
following in form and substance satisfactory to the Agent:
(a) The Amended Substitute Revolving Credit Notes payable to
the respective Banks;
(b) The First Amendment to Corporate Guaranty Agreement from
Glasteel Parts and Service, Inc.;
(c) Certified Copy of Corporate resolution(s) authorizing the
Borrowers to enter into the transaction contemplated herein; and
(d) Opinion of counsel for Borrowers comparable to the extent
appropriate for this transaction to Exhibit 9.11 of the Credit
Agreement.
N. REPRESENTATIONS AND WARRANTIES. In order to induce the Banks to
enter into this Amendment No. 4, the Borrowers hereby make and restate in their
entirety all of the representations and warranties set forth in Section 6 of
the Credit Agreement (except for Section 6.26), which representations and
warranties are true in all material respects as of the date of this Amendment
and shall survive the execution and delivery of this Amendment.
7
<PAGE> 8
O. FURTHER AGREEMENT.
1. Defined terms used in this Amendment shall have the
meanings herein specified or specified in the Credit Agreement.
2. The execution and delivery of this Amendment is not
intended to discharge any obligation of the Borrowers due to
the Banks under the Credit Agreement.
3. There is no novation by the execution and delivery
of this Amendment.
4. All the terms and conditions contained in the
Credit Agreement and all documents executed in accordance
therewith, except as expressly modified herein, shall continue
unchanged and remain in full force and effect.
5. This Amendment shall become effective when it has
been executed by the Agent, Banks and Borrowers.
6. This Amendment shall be considered an integral part
of the Credit Agreement, and all references to the Credit
Agreement in the Credit Agreement itself or any document
referring thereto shall, on and after the date of execution of
this Amendment, be deemed to be references to the Credit
Agreement as amended by this Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the date first above written.
ROBBINS & MYERS, INC.
By: /s/George M. Walker
----------------------------
Its: Vice President and Chief
----------------------------
Financial Officer
-----------------
CHEMINEER, INC.
By: /s/George M. Walker
----------------------------
Its: Treasurer
----------------------------
8
<PAGE> 9
PFAUDLER, INC.,
(formerly Pfaudler (United States), Inc.)
By: /s/George M. Walker
------------------------------
Its: Treasurer
------------------------------
EDLON PRODUCTS, INC.
By: /s/George M. Walker
------------------------------
Its: Vice President
------------------------------
BANK ONE, DAYTON, NA, as Agent
By: /s/James C. Koehler II
------------------------------
Its: Assistant Vice President
------------------------------
NATIONAL CITY BANK, COLUMBUS
By: /s/Susan M. Bottiggi
------------------------------
Its: Vice President
------------------------------
BANK ONE, DAYTON, NA, as a Bank
By: /s/James C. Koehler
------------------------------
Its: Assistant Vice President
------------------------------
9
<PAGE> 1
EXHIBIT 4.2
-----------
FIRST SUPPLEMENTAL INDENTURE
----------------------------
THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is
made as of the 10th day of April, 1995 among ROBBINS & MYERS, INC., an Ohio
corporation (the "Company"), PNC BANK, OHIO, NATIONAL ASSOCIATION, a national
banking association, as Trustee (the "Trustee"), and EAGLE INDUSTRIAL PRODUCTS
CORPORATION, a Delaware corporation (the "Noteholder"), under the following
circumstances:
A. The Company, as Issuer, and the Trustee are parties to an
Indenture dated as of June 30, 1994 (the "Indenture") pursuant to which
the Company has issued two Senior Subordinated Extendible Reset Notes
in the aggregate principal amount of $50,000,000 (the "Notes"); and
B. The Noteholder is the registered holder of the Notes, which
are the only notes outstanding under the Indenture.
C. The parties are entering into this Supplemental Indenture
pursuant to Section 902 and Section 903 of the Indenture to amend
certain of the terms of the Indenture.
NOW, THEREFORE, the Company, the Trustee and the Noteholder
agree as follows:
1. DEFINITION OF "PERMITTED INDEBTEDNESS". Subsection (i) of the
definition of "PERMITTED INDEBTEDNESS" in Section 101 of Article One of the
Indenture hereby is amended by substituting "$38,250,000" for "$40,000,000 in
clause (a) thereof and by substituting "$50,000,000" for "$35,000,000" in
clause (b) thereof.
2. EVENTS OF DEFAULT. Subsection (3) of Section 501 of Article
Five of the Indenture hereby is amended by deleting the word "or" immediately
preceding part (e) thereof and by adding the following part (f) at the end of
Subsection (3):
"; or (f) a default in the performance, or breach, of
any covenant or agreement of the Company or any Guarantor under
the Registration Rights Agreement;"
3. CERTAIN LIMITATIONS. Subsection (a) of Section 1016 of
Article Ten of the Indenture hereby is amended in its entirety to read as
follows:
<PAGE> 2
"(a) The Company will not permit any Subsidiary, directly or
indirectly, to secure the payment of any Senior Indebtedness of the
Company or pledge any intercompany notes representing obligations of
any Subsidiary to secure the payment of any Senior Indebtedness
(other than Indebtedness under the Bank Credit Agreement) unless (x)
such Subsidiary simultaneously executes and delivers a supplemental
indenture to this Indenture providing for a guarantee of payment of the
Securities by such Subsidiary, which guarantee shall be on the same
terms as the guarantee of the Senior Indebtedness (if a guarantee of
Senior Indebtedness is granted by any such Subsidiary) except that the
guarantee of the Securities need not be secured and shall be
subordinated to the claims against such Subsidiary in respect of Senior
Indebtedness to the same extent as the Securities are subordinated to
Senior Indebtedness of the Company under this Indenture and (y) such
Subsidiary waives and will not in any manner whatsoever claim or take
the benefit or advantage of any rights of reimbursement, indemnity or
subrogation or any other rights against the Company or any other
Subsidiary as a result of any payment by such Subsidiary under its
Guarantee."
4. CONSENT OF NOTEHOLDER. By execution of this Supplemental
Indenture, the Noteholder hereby consents to this Supplemental Indenture
pursuant to Section 902 and 104 of the Indenture and waives the obligation of
the Company to give notice of this Supplemental Indenture to the Noteholder
pursuant to Section 907 of the Indenture.
5. COUNTERPARTS. This Supplemental Indenture may be executed in
any number of counterparts, all of which together shall constitute a single
instrument. It shall not be necessary that any counterpart be signed by all
parties so long as each such party shall sign at least one counterpart.
6. FULL FORCE AND EFFECT. As hereby supplemented, the Indenture
shall remain in full force and effect in accordance with its terms.
7. ENTIRE AGREEMENT. This Supplemental Indenture sets forth the
entire agreement between the parties with respect to the subject matters set
forth herein.
-2-
<PAGE> 3
IN WITNESS WHEREOF, the parties have executed this Supplemental
Indenture as of the date and year first above written.
ROBBINS & MYERS, INC.
By: /s/George M. Walker
---------------------------
Name: George M. Walker
Title: Vice President and Chief
Financial Officer
PNC BANK, OHIO, NATIONAL ASSOCIATION,
as Trustee
By:/s/Lori Jelf
---------------------------
Name: Lori Jelf
Title: Bank Officer
EAGLE INDUSTRIAL PRODUCTS CORPORATION
By: /s/Anthony Navitsky
---------------------------
Name: Anthony Navitsky
Title: Vice President-Treasurer
-3-
<PAGE> 1
EXHIBIT 11.1
<TABLE>
ROBBINS & MYERS, INC.
COMPUTATON OF PER SHARE EARNINGS
<CAPTION>
(in thousands, except per share data) Three Months Ended Six Months Ended
--------------------- ---------------------
Feb 28, Feb 28, Feb 28, Feb 28,
1995 1994 1995 1994
--------------------- ---------------------
<S> <C> <C> <C> <C>
PRIMARY
Average shares outstanding 5,164 5,092 5,157 5,089
Net effect of dilutive stock options -
based on the treasury stock method
using average market price 122 138 123 146
-------- -------- -------- --------
TOTAL 5,286 5,230 5,280 5,235
======== ======== ======== ========
Net Income $3,087 $2,136 $6,003 $4,043
======== ======== ======== ========
PER SHARE AMOUNTS:
Net Income $0.58 $0.41 $1.13 $0.77
======== ======== ======== ========
FULLY DILUTED
Average shares outstanding 5,164 5,092 5,157 5,089
Net effect of dilutive stock options -
based on the treasury stock method
using the year-end market price, if
higher than average market price 142 161 142 161
-------- -------- -------- --------
TOTAL 5,306 5,253 5,299 5,250
======== ======== ======== ========
Net Income $3,087 $2,136 $6,003 $4,043
======== ======== ======== ========
PER SHARE AMOUNTS:
Net Income $0.58 $0.41 $1.13 $0.77
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1994
<PERIOD-START> SEP-01-1994
<PERIOD-END> FEB-28-1995
<CASH> 23,001
<SECURITIES> 0
<RECEIVABLES> 46,584
<ALLOWANCES> 1,120
<INVENTORY> 39,641
<CURRENT-ASSETS> 113,274
<PP&E> 93,167
<DEPRECIATION> 31,814
<TOTAL-ASSETS> 265,978
<CURRENT-LIABILITIES> 60,377
<BONDS> 79,828
<COMMON> 19,840
0
0
<OTHER-SE> 42,128
<TOTAL-LIABILITY-AND-EQUITY> 265,978
<SALES> 139,501
<TOTAL-REVENUES> 139,501
<CGS> 92,314
<TOTAL-COSTS> 92,314
<OTHER-EXPENSES> 34,579
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,632
<INCOME-PRETAX> 9,376
<INCOME-TAX> 3,373
<INCOME-CONTINUING> 6,003
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,003
<EPS-PRIMARY> 1.13
<EPS-DILUTED> 1.13
</TABLE>
