<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FROM 11-K
[x] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended
December 31, 1994 *Commission File Number (33- )
--------------------------- --------------------------------
ROBBINS & MYERS, INC. EMPLOYEE SAVINGS PLAN FOR SALARIED
EMPLOYEES OF CHEMINEER, EDLON AND PFAUDLER
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(Name of Plan)
ROBBINS & MYERS, INC.
1400 Kettering Tower
Dayton, Ohio 45423
(513)222-2610
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(Name of Issuer of Security, held pursuant to Plan and address of its principal
executive office)
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*Concurrently herewith a Registration Statement on Form S-8 is being filed
relating to this Plan.
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REQUIRED INFORMATION
--------------------
The Robbins & Myers, Inc. Employee Savings Plan for Salaried Employees of
Chemineer, Edlon and Pfaudler (the "Plan") is subject to the Employee
Retirement Income Security Act of 1974.
ITEM 4. In lieu of the requirements of Items 1, 2 and 3 of this Form 11-K,
the following financial statements of the Plan, notes thereto, and Report of
Independent Auditors thereon are being filed as Exhibit 99.1 to this Report:
(a) Statement of Assets Available for Plan Benefits - December 31, 1994;
(b) Statement of Changes in Assets Available for Plan Benefits - for the
period July 1, 1994 through December 31, 1994;
(c) Schedule of Assets Held for Investment - December 31, 1994;
(d) Schedule of Transactions or Series of Transactions in excess of 5% of
the current value of Plan Assets - For Period July 1, 1994 through December 31,
1994;
(e) Notes to Financial Statements; and
(f) Report of Independent Auditors.
A Registration Statement on Form S-8 relating to this Plan is being filed
concurrently with the filing of this Report. The consent of Independent
Auditors to the incorporation by reference of the foregoing financial
statements in such Registration Statement is being filed as Exhibit 23.1 to
this Report.
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the persons who administer the Robbins & Myers, Inc. Employee Savings
Plan for Salaried Employees of Chemineer, Edlon and Pfaudler have duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
ROBBINS & MYERS, INC. EMPLOYEE SAVINGS
PLAN FOR SALARIED EMPLOYEES OF
CHEMINEER, EDLON AND PFAUDLER
By/s/ George M. Walker
----------------------------------------
Name: George M. Walker
Title: Member, Corporate Benefits
Committee
Dated: August 16, 1995
-2-
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INDEX TO EXHIBITS
-----------------
The following Exhibits are being filed with or incorporated by reference in
this Annual Report on Form 11-K:
Exhibit
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(23) CONSENT OF EXPERTS AND COUNSEL
23.1 Consent of Ernst & Young is included as Exhibit 23.1 to the
Robbins & Myers, Inc. Registration Statement on Form S-8 filed on August 16,
1995.
(99) ADDITIONAL EXHIBITS
99.1 Audited Financial Statements of
Robbins & Myers, Inc. Employee Savings
Plan for Salaried Employees of
Chemineer, Edlon and Pfaudler for the
period July 1, 1994 through
December 31, 1994
-3-
<PAGE> 1
Audited Financial Statements
and Other Financial Information
Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
For the period
July 1, 1994 through December 31, 1994
with Report of Independent Auditors
<PAGE> 2
<TABLE>
Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Audited Financial Statements and Other
Financial Information
For the period July 1, 1994 through December 31, 1994
<S> <C>
TABLE OF CONTENTS
Report of Independent Auditors.......................................................................1
Audited Financial Statements
Statement of Assets Available for Plan Benefits......................................................2
Statement of Changes in Assets Available for Plan Benefits...........................................3
Notes to Financial Statements........................................................................4
Other Financial Information
Schedule of Assets Held for Investment...............................................................9
Schedule of Transactions or Series of Transactions in Excess of 5% of the
Current Value of Plan Assets......................................................................10
</TABLE>
<PAGE> 3
Report of Independent Auditors
Corporate Benefits Committee
Robbins & Myers, Inc. Savings Plan
for Salaried Employees of Chemineer, Edlon, and Pfaudler
We were engaged to audit the accompanying financial statements and schedules of
the Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer,
Edlon, and Pfaudler as of December 31, 1994 and for the period July 1, 1994
through December 31, 1994, as listed in the table of contents. These financial
statements and schedules are the responsibility of the Plan's management.
As permitted by Section 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, the plan administrator instructed us not to perform, and
we did not perform, any auditing procedures with respect to the investment
information summarized in Note 3, which was certified by the Vanguard Fiduciary
Trust Company, the trustee of the Plan, except for comparing such information
with the related information included in the financial statements and
supplemental schedules. We have been informed by the plan administrator that
the trustee holds the Plan's investment assets and executes investment
transactions. The plan administrator has obtained a certification from the
trustee as of December 31, 1994 and for the period July 1, 1994 through
December 31, 1994, that the information provided to the plan administrator by
the trustee is complete and accurate.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the accompanying financial
statements and schedules taken as a whole. The form and content of the
information included in the financial statements and schedules, other than that
derived from the investment information certified by the trustee, have been
audited by us in accordance with generally accepted auditing standards and, in
our opinion, are presented in compliance with the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.
July 13, 1995
1
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<TABLE>
Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Statement of Assets Available for Plan Benefits
December 31, 1994
<S> <C>
ASSETS
Investments at fair value:
Vanguard Wellington Fund $ 2,179,563
Vanguard Windsor Fund 1,759,425
VMMR Prime Portfolio 725,665
Vanguard Index Small Capitalization Portfolio 640,083
Vanguard Windsor II 1,314,480
Investment Contract Trust 3,355,576
------------
Total investments 9,974,792
Contributions receivable:
Employer 33,287
Employee 91,828
------------
Total receivables 125,115
------------
Assets available for plan benefits $ 10,099,907
============
<FN>
See accompanying notes.
</TABLE>
2
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<TABLE>
Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Statement of Changes in Assets Available for Plan Benefits
For the period July 1, 1994 through December 31, 1994
<S> <C>
ADDITIONS
Contributions from employees $ 586,550
Contributions from employer 216,565
Dividends and interest 358,210
------------
Total additions 1,161,325
DEDUCTIONS
Withdrawals 495,580
Administrative expenses 615
------------
Total deductions 496,195
Unrealized and realized depreciation in fair value of investments 572,615
------------
Net additions 92,515
Transfer from previous plan (Note 1) 10,007,392
------------
Assets available for plan benefits as of December 31, 1994 $ 10,099,907
============
<FN>
See accompanying notes.
</TABLE>
3
<PAGE> 6
Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Notes to Financial Statements
December 31, 1994
1. DESCRIPTION OF PLAN
The Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer,
Edlon, and Pfaudler (the Plan) is a defined contribution plan which covers
salaried employees of Chemineer, Inc., Edlon, Inc., and Pfaudler, Inc. These
companies were acquired from Eagle Industries, Inc. by Robbins and Myers, Inc.
(the Company) on June 30, 1994. Effective July 1, 1994, all assets and
participant account balances of the Eagle Industries, Inc. Employee Savings
Plan attributed to participants who were employees of Chemineer, Inc., Edlon,
Inc., and Pfaudler, Inc. were transferred to the Plan.
Each year, participants can make contributions of between 2 percent and 12
percent of pretax or after-tax annual compensation, as defined by the Plan. The
Company contributes 50 percent of an employee's annual contribution. Only the
first 6 percent of an employee's annual compensation is eligible for the
employer's match.
Participants are immediately vested in their contributions, as well as the
Company's matching contribution and any earnings on these contributions.
Brokerage fees and other direct costs of investment are paid by the fund to
which the costs are attributable. All other expenses are paid by the Company.
Although it has not expressed an intent to do so, the Company has the right to
discontinue its contributions at any time and terminate the Plan subject to the
provisions of ERISA.
The foregoing description of the Plan provides only general information.
Additional information about the plan agreement is contained in the Summary
Plan Description. Copies are available from the Corporate Benefits Committee.
4
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Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan maintains its accounting records on the accrual basis of accounting.
All assets of the Plan are held by the trustee.
INVESTMENT VALUATION
The Plan's investments are stated at fair value. The shares of registered
investment companies are valued at quoted market prices which represent the net
asset values of shares held by the Plan at year-end.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date. Realized gains and losses on securities represent the
difference between the proceeds received and the average cost of securities
sold. Unrealized depreciation on securities represents the difference between
the current value and the cost of the investment and is reflected in the
statement of changes in assets available for plan benefits as a part of
unrealized and realized depreciation in fair value of investments.
PARTICIPANTS' ACCOUNT BALANCES
All contributions are allocated to the individual participant accounts as
contributions are received.
5
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Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Notes to Financial Statements (continued)
3. INVESTMENTS
During the period, the Plan's investments (including investments bought, sold,
as well as held during the period) depreciated in value as follows:
<TABLE>
<CAPTION>
PERIOD
JULY 1, 1994
THROUGH
NET DEPRECIATION DECEMBER 31,
IN FAIR VALUE 1994
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<S> <C>
Vanguard Wellington Fund $ 137,685
Vanguard Windsor Fund 271,118
Vanguard Index Small Capitalization Portfolio 36,158
Vanguard Windsor II 127,654
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$ 572,615
==============
</TABLE>
The fair value of individual investments that represent 5 percent or more of
the Plan's fair value of net assets available for plan benefits is as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
1994
--------------
<S> <C>
Vanguard Wellington Fund $ 2,179,563
Vanguard Windsor Fund 1,759,425
VMMR Prime Portfolio 725,665
Vanguard Index Small Capitalization Portfolio 640,083
Vanguard Windsor II 1,314,480
Investment Contract Trust 3,355,576
</TABLE>
6
<PAGE> 9
Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Notes to Financial Statements (continued)
7
<PAGE> 10
Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Notes to Financial Statements (continued)
5. INCOME TAX STATUS
The Plan administrator will apply with the Internal Revenue Service for the
Plan to qualify under Section 401(a) of the Internal Revenue Code (IRC) and,
therefore, not be subject to tax under present income tax law. Once qualified,
the Plan is required to operate in conformity with the IRC to maintain its
qualification.
6. SUBSEQUENT EVENT
On April 12, 1995, the Corporate Benefits Committee authorized the merger of
the Robbins & Myers, Inc. Employee Savings Plan into the Plan effective
December 31, 1995. As of the date of this report, the Board of Directors had
not approved the merger.
8
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Other Financial Information
<PAGE> 12
<TABLE>
Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Schedule of Assets Held for Investment
December 31, 1994
<CAPTION>
CURRENT
DESCRIPTION OF INVESTMENT UNITS COST VALUE
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Vanguard Wellington Fund 112,406.537 $ 2,311,242 $2,179,563
Vanguard Windsor Fund 139,747.839 2,026,132 1,759,425
VMMR Prime Portfolio 725,664.920 725,665 725,665
Vanguard Index Small Capitalization
Portfolio 42,700.675 676,147 640,083
Vanguard Windsor II 83,089.747 1,441,381 1,314,480
Investment Contract Trust 3,355,575.730 3,355,576 3,355,576
-----------------------------
$ 10,536,143 $9,974,792
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</TABLE>
1
<PAGE> 13
<TABLE>
Robbins & Myers, Inc. Savings Plan for
Salaried Employees of Chemineer, Edlon, and Pfaudler
Schedule of Transactions or Series of Transactions
in Excess of 5% of the Current Value of Plan Assets
For the period July 1, 1994 through December 31, 1994
<CAPTION>
IDENTITY OF DESCRIPTION NUMBER OF PURCHASE
PARTY INVOLVED OF ASSETS PURCHASES PRICE
----------------------------------------------------------------------------------------------------
<S> <C> <C>
CATEGORY (I)--A SINGLE TRANSACTION IN EXCESS OF 5% OF PLAN ASSETS
Vanguard Wellington Fund Participating Units 1 $2,225,125
Vanguard Windsor Fund Participating Units 1 1,800,921
VMMR Prime Portfolio Participating Units 1 698,888
Vanguard Index Small Capitalization
Portfolio Participating Units 1 599,575
Vanguard Windsor II Participating Units 1 1,317,873
GIC I-92 Participating Units 1 634,113
Investment Contract Trust Participating Units 1 2,730,897
CATEGORY (III)--A SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
Vanguard Wellington Fund Participating Units 8 2,870,488
Vanguard Windsor Fund Participating Units 10 2,448,907
VMMR Prime Portfolio Participating Units 20 2,112,201
Vanguard Index Small Capitalization
Portfolio Participating Units 8 808,451
Vanguard Windsor II Participating Units 8 685,313
GIC I-92 Participating Units 11 1,477,945
Investment Contract Trust Participating Units 18 3,538,206
<FN>
There were no reportable category (ii) or (iv) transactions for the year.
</TABLE>
10
<PAGE> 14
NOTE 4
Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Notes to Financial Statements (continued)
4. INVESTMENT FUND ACTIVITY
The Plan provides that participants may direct their and the Company's
contributions to various types of investment funds. The changes in net assets
available for plan benefits of the various funds for the period ended December
31, 1994, which have not been audited, are summarized in the following tables:
<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31, 1994
-----------------------------------------------------------------------------
VANGUARD
VANGUARD VANGUARD VMMR INDEX SMALL
WELLINGTON WINDSOR PRIME CAPITALIZATION VANGUARD
FUND FUND PORTFOLIO PORTFOLIO WINDSOR II
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed
to:
Contributions from employees $ 147,292 $ 133,062 $ 41,087 $ 52,915 $ 76,742
Contributions from employer 50,895 48,323 17,715 18,994 26,526
Dividends and interest 55,358 139,393 11,293 24,223 63,899
Transfers in - 17,703 48,459 577 10,000
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Total additions 253,545 338,481 118,554 96,709 177,167
Deductions from net assets
attributed to:
Withdrawals 80,484 81,657 62,470 8,456 32,501
Administrative expenses - - - 615 -
Transfers out 51,175 - 20,316 - 3,310
-----------------------------------------------------------------------------
Total deductions 131,659 81,657 82,786 9,071 35,811
Unrealized and realized depreciation
in fair value of investments 137,685 271,118 - 36,158 127,654
-----------------------------------------------------------------------------
Net (deductions) additions (15,799) (14,294) 35,768 51,480 13,702
<CAPTION>
-----------------------------------------
INVESTMENT
CONTRACT
GIC I-92 TRUST TOTAL
-----------------------------------------
<S> <C> <C> <C>
Additions to net assets attributed
to:
Contributions from employees $ - $ 135,452 $ 586,550
Contributions from employer - 54,112 216,565
Dividends and interest 11,250 52,794 358,210
Transfers in - 596,043 672,782
-----------------------------------------
Total additions 11,250 838,401 1,834,107
Deductions from net assets
attributed to:
Withdrawals 48,449 181,563 495,580
Administrative expenses - - 615
Transfers out 596,914 1,067 672,782
-----------------------------------------
Total deductions
645,363 182,630 1,168,977
Unrealized and realized depreciation
in fair value of investments - - 572,615
-----------------------------------------
Net (deductions) additions (634,113) 655,771 92,515
</TABLE>
7
<PAGE> 15
<TABLE>
Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Notes to Financial Statements (continued)
<S> <C> <C> <C> <C> <C> <C>
Transfer from previous plan (Note 1) 2,225,125 1,800,921 698,888 599,575 1,317,873 634,113
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Assets available for plan benefits
as of December 31, 1994 $2,209,326 $1,786,627 $734,656 $651,055 $1,331,575 $ -
======================================================================================
<S> <C> <C>
Transfer from previous plan (Note 1) 2,730,897 10,007,392
-----------------------------
Assets available for plan benefits
as of December 31, 1994 $3,386,668 $10,099,907
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</TABLE>
8
