<PAGE> 1
Registration No. 33-
================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROBBINS & MYERS, INC.
(Exact name of registrant as specified in its charter)
OHIO 31-0424220
----------------------- -----------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
ROBBINS & MYERS, INC.
1400 KETTERING TOWER
DAYTON, OHIO 45423
(513)222-2610
(Name, address, including zipcode, and telephone number, including area code,
of registrant's principal executive offices)
ROBBINS & MYERS, INC.
SAVINGS PLAN FOR UNION EMPLOYEES
(Full title of the Plan)
JOSEPH M. RIGOT
SECRETARY
THOMPSON HINE & FLORY P.L.L.
2000 COURTHOUSE PLAZA, NORTHEAST
DAYTON, OHIO 45402
513-443-6586
(Name, address, including zipcode, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
- ---------- ---------- -------- --------- ------------
<S> <C> <C> <C> <C>
Common Shares
without par
value 50,000 $29.13(1) $1,456,500(1) $502.24
</TABLE>
- -----------------------
1 Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(h), based
upon the average of the high and low sale prices of a
Common Share on January 12, 1996, as reported in the
National Market System.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference as of their respective dates of
filing:
(a) The Annual Report of Robbins & Myers, Inc. (the "Company") on Form
10-K for the year ended August 31, 1995, filed pursuant to Section 13 of the
Securities Exchange Act of 1934 ("Exchange Act");
(b) The Annual Report of the Robbins & Myers, Inc. Savings Plan For
Union Employees (the "Plan") on Form 11-K for the year ended December 31, 1994,
filed pursuant to Section 15(d) of the Exchange Act;
(c) The Quarterly Report of the Company on Form 10-Q for the
quarter ended November 30, 1995, as amended by Form 10-Q/A-1 filed pursuant to
Section 13 of the Exchange Act;
(d) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since August 31, 1995; and
(e) The description of the Company's Common Shares contained in its
Registration Statement on Form 10 filed with the Commission on April 19, 1965,
as amended by Form 10/A-2, filed on December 13, 1995.
All documents subsequently filed by the Company and the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all Common Shares
offered hereunder have been sold or which deregisters all Common Shares then
remaining unsold hereunder shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Section 2 of Article V of the Code of Regulations of the
Company sets forth certain rights of directors and officers of the Company to
indemnification. Such rights provide indemnification by the Company as
permitted by Ohio law. The liabilities against which a director and officer
may be indemnified and factors employed to determine whether a director and
officer is entitled to indemnification in a particular instance depend on
whether the proceedings in which the claim for indemnification arises were
brought (a) other than by and in the right of the Company ("Third Party
<PAGE> 3
Actions") or (b) by and in the right of the Company ("Company Actions").
In Third Party Actions, the Company will indemnify each
director and officer against expenses, including attorneys' fees, judgments,
decrees, fines, penalties, and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened or actual
proceeding in which he may be involved by reason of his having acted in such
capacity, 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 proceeding, he had no reasonable cause to
believe that his conduct was unlawful.
In Company Actions, the Company will indemnify each director
and officer against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense or settlement of any
such 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, except
that no indemnification is permitted with respect to (i) any matter as to which
such person has been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Company unless a court determines such person is
entitled to indemnification and (ii) any liability asserted in connection with
unlawful loans, dividends, distribution, distribution of assets and repurchase
of Company shares under Section 1701.95 of the Ohio Revised Code.
Unless indemnification is ordered by a court, the determination
as to whether or not an individual has satisfied the applicable standards of
conduct (and therefore may be indemnified) is made by the Board of Directors of
the Company by a majority vote of a quorum consisting of directors of the
Company who were not parties to the action; or if such a quorum is not
obtainable, or if a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or by the shareholders of the
corporation.
Section 2 of Article V of the Company's Code of Regulations
does not limit in any way other indemnification rights to which those seeking
indemnification may be entitled. The Company has entered into an
indemnification agreement with each director of the Company, the form of which
was approved by the Shareholders of the Company. A copy of such agreement was
filed as an exhibit to the Company's Annual Report on Form 10-K for the year
ended August 31, 1993.
The Company maintains insurance policies which presently
provide protection, within the maximum liability limits of the policies and
subject to a deductible amount for each claim, to the Company under its
indemnification obligations and to the directors and officers with respect to
certain matters which are not covered by the Company's indemnification
obligations.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
<PAGE> 4
Item 8. Exhibits.
---------
See index to Exhibits at Page 7.
Item 9. Undertakings.
-------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made of the securities registered hereby, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement or any material
change to such information in the registration statement;
provided, however that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore,
<PAGE> 5
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(d) The registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by
the IRS in order to qualify the plan.
<PAGE> 6
SIGNATURE
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dayton, Ohio, on this 15th day of January,
1996.
ROBBINS & MYERS, INC.
By/s/Daniel W. Duval
------------------------------
Daniel W. Duval, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
_____________________________________________________________________________________
Name Title Date
---- ----- ----
_____________________________________________________________________________________
<S> <C> <C>
/s/Daniel W. Duval Director, President and January 15, 1996
- -------------------- Chief Executive Officer
Daniel W. Duval (Principal executive
officer)
/s/George M. Walker Vice President and January 15, 1996
- -------------------- Chief Financial Officer
George M. Walker (Principal financial
officer)
/s/Kevin J. Brown Controller (Principal January 15, 1996
- -------------------- accounting officer)
_____________________________________________________________________________________
</TABLE>
<TABLE>
<S> <C> <C>
*Robert J. Kegerreis Director January 15, 1996
*Thomas P. Loftis Director January 15, 1996
*Maynard H. Murch, IV Director January 15, 1996
*William D. Manning, Jr. Director January 15, 1996
*John N. Taylor, Jr. Director January 15, 1996
*Jerome F. Tatar Director January 15, 1996
</TABLE>
<PAGE> 7
* The undersigned, by signing his name hereto, executes
this Registration Statement pursuant to powers of attorney executed by the
above-named persons and filed with the Securities and Exchange Commission as
exhibit to this Registration Statement.
/s/ Daniel W. Duval
-------------------
Daniel W. Duval
Attorney-in-Fact
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Robbins & Myers, Inc. Employee Savings Plan For Union Employees has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dayton, State of Ohio, on January 15,
1996.
/s/ Hugh E. Becker
--------------------------
Hugh E. Becker
Member, Corporate Benefits
Committee
Date: January 15, 1996
<PAGE> 8
(Savings Plan for Union Employees)
INDEX TO EXHIBITS
-----------------
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES:
(4.1) *Articles of Incorporation of Robbins &
Myers, Inc. (filed as Exhibit 3.1 to the
Company's Report on Form 10-Q for the
quarter ended February 28, 1995)
(4.2) *Code of Regulations of Robbins & Myers,
Inc. (filed as Exhibit 3.2 to the Company's
Report on Form 10-Q for the quarter ended
February 28, 1995)
(4.3) Robbins & Myers, Inc. Savings Plan for Union
Employees
(5) OPINION RE LEGALITY:
(5.1) Opinion of Thompson Hine & Flory P.L.L.
(23) CONSENTS OF COUNSEL AND EXPERTS:
(23.1) Consent of Ernst & Young LLP
(23.2) Consent of Thompson Hine & Flory P.L.L.
(contained in their opinion filed as Exhibit 5.1)
(24) Powers of Attorney:
(24.1) Powers of Attorney of each person
whose signature on this Registration
Statement was signed by another
pursuant to a power of attorney
__________________________________
* Indicates incorporation by reference from a document previously filed with
the Securities and Exchange Commission.
<PAGE> 1
EXHIBIT 4.3
ROBBINS & MYERS, INC.
SAVINGS PLAN FOR UNION EMPLOYEES
<PAGE> 2
ROBBINS & MYERS, INC.
SAVINGS PLAN FOR UNION EMPLOYEES
--------------------------------
(Revised and Restated Effective January 1, 1996)
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I - GENERAL PLAN PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION I-1 - IN GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
I-1.1. History and Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
I-1.2. Trust Agreement, Plan Funding and
Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
I-1.3. Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
I-1.4. Applicable Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
I-1.5. Gender and Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
I-1.6. Plan Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
I-1.7. Supplements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION I-2 - ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
I-2.01 Designation of Fiduciaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
I-2.02 Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
I-2.03 Corporate Benefits Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
I-2.04 Action of Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
I-2.05 Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
I-2.06 Employer Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
I-2.07 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
I-2.08 Discrimination Prohibited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
I-2.09 Representation in Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
I-2.10 Time of Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION I-3 - AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
I-3.1. Amendment and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
I-3.2. Merger and Consolidation of Plan, Transfer
of Plan Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
PART II - PLAN PARTICIPATION AND BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION II-1 - PARTICIPATION IN THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
II-1.1. Eligibility for Participation . . . . . . . . . . . . . . . . . . . . . . . . . . 8
II-1.2. Participation Not Contract of Employment . . . . . . . . . . . . . . . . . . . . 8
II-1.3. Restricted Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION II-2 - CONTRIBUTIONS TO THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
II-2.1. Basic Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
II-2.2. Employer Matching Contributions . . . . . . . . . . . . . . . . . . . . . . . . . 9
II-2.3. Limit on Compensation Percentage . . . . . . . . . . . . . . . . . . . . . . . . 9
II-2.4. Participation Under Other Plans . . . . . . . . . . . . . . . . . . . . . . . . . 10
II-2.5. Suspension, Variation and Resumption
of Basic Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
II-2.6. Participant Rollover Contributions . . . . . . . . . . .. . . . . . . . . . 10
II-2.7. Payment of Basic Contributions to Trustee . . . . . . .. . . . . . . . . . 10
II-2.8. Limitation on Employer Contributions . . . . . . . . . .. . . . . . . . . . . 11
II-2.9. Compensation . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 11
SECTION II-3 - ESTABLISHMENT OF PARTICIPANTS' PLAN
ACCOUNTS . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 11
SECTION II-4 - INVESTMENT OF PARTICIPANTS' PLAN
ACCOUNTS . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 11
II-4.1. The Investment Funds . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 11
II-4.2. Investment Fund Elections . . . . . . . . . . . . . . . .. . . . . . . . . . . 12
SECTION II-5 - ADJUSTMENT OF PARTICIPANTS' ACCOUNTS . . . . . . . . . . .. . . . . . . . . . 12
II-5.1. The Investment Funds . . . . . . . . . . . . . . . . . .. . . . . . . . . . 12
II-5.2. Investment Fund Elections . . . . . . . . . . . . . . . .. . . . . . . . . . 13
II-5.3. Accounting Dates . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 13
SECTION II-6 - DISTRIBUTION OF ACCOUNT BALANCES AND LOANS . . . . . . . .. . . . . . . . . . 13
II-6.1. Distribution Eligibility Date Distribution . . . . . . .. . . . . . . . . . 13
II-6.2. Elective Withdrawal Distributions . . . . . . . . . . . .. . . . . . . . . . 14
II-6.3. Financial Hardship Distributions . . . . . . . . . . . .. . . . . . . . . . . 14
II-6.4. Distribution Alternate Payee . . . . . . . . . . . . . .. . . . . . . . . . 16
II-6.5. Designated Beneficiary and Beneficiary . . . . . . . . .. . . . . . . . . . . 16
II-6.6. Direct Rollover . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 17
SECTION II-7 - PAYMENT TO INCAPACITATED PERSONS AND NON-TRANSFERABILITY .. . . . . . . . . . 18
II-7.1. Payment to Incapacitated Persons . . . . . . . . . . .. . . . . . . . . . 18
II-7.2. Non-Transferability . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 19
SECTION II-8 - SPECIAL RULES APPLICABLE ONLY WHILE PLAN IS "TOP-HEAVY" . .. . . . . . . . . . 19
II-8.1. In General . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 19
II-8.2. Definitions Applicable Only to Section II-8 . . . . . .. . . . . . . . . . 19
II-8.3. Minimum Contributions . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 20
PART III - EXPANSION AND MODIFICATION OF PART II PROVISIONS
AS APPLIED TO PARTICULAR UNITS . . . . . . . . . . . . . . . . .. . . . . . . . . . 20
SECTION III-1 - LOCAL NO. 1498, Rochester, New York . . . . . . . . . . .. . . . . . . . . . 20
III-1.1. Application of Section . . . . . . . . . . . . . . . . .. . . . . . . . . . . 20
III-1.2. Participation . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 20
III-1.3. Basic Contributions . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 20
III-1.4. Employee Matching Contributions . . . . . . . . . . . . .. . . . . . . . . . . 21
III-1.5. Withdrawal of Supplemental Contributions . . . . . . . .. . . . . . . . . . . 21
III-1.6. Withdrawal of After-Tax Basic
Contributions . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 21
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C>
SECTION III-2 - LOCAL NO. 225, Dayton, Ohio . . . . . .. . . . . . . . . . . . . . . 21
III-2.1. Application of Section . . . . . . . .. . . . . . . . . . . . . . . . 21
III-2.2. Participation . . . . . . . . . . . . .. . . . . . . . . . . . . . . . 21
III-2.3. Basic Contributions . . . . . . . . . .. . . . . . . . . . . . . . . . 22
III-2.4. Employee Matching Contributions . . . .. . . . . . . . . . . . . . . . 22
SUPPLEMENT A . . . . . . . . . . . . . . . . . . . . . .23
</TABLE>
<PAGE> 6
PART I - GENERAL PLAN PROVISIONS
- --------------------------------
SECTION I-1 - IN GENERAL
------------------------
I-1.1. HISTORY AND PURPOSE. Robbins & Myers, Inc. ("R&M"),
an Ohio corporation, maintains "The Robbins & Myers, Inc. Savings Plan for
Union Employees of Pfaudler ("Prior Plan"), which it assumed on July 1, 1994,
to assist the eligible employees of Pfaudler, Inc., an "Affiliate" (as defined
below), in accumulating funds and providing for their retirement security. R&M
now revises and restates the Plan in the form of the Robbins & Myers, Inc.
Savings Plan for Union Employees (the "Plan") effective January 1, 1996 (the
"Effective Date") to cover the Employees of Pfaudler, Inc., Chemineer, Inc. and
any Affiliate which, with the consent of the Corporate Benefits Committee (a
committee duly appointed by R&M's Board of Directors), adopts the Plan. Such
Affiliates are sometimes referred to below, collectively, as the "Employers"
and, individually, as an "Employer". The Plan is intended to meet the
requirements of sections 401(a) and 401(k) of the Internal Revenue Code of
1986, as amended (the "Code"). The term "Affiliate" means any entity during
the period that it is, along with R&M, a member of a controlled group of
corporations, a controlled group of trades or businesses, an affiliated service
group or any other entity designated by the Secretary of the Treasury (as
described in sections 414(b), 414(c), 414(m) and 414(o), respectively, of the
Code).
I-1.2. TRUST AGREEMENT, PLAN FUNDING AND ADMINISTRATION. All
contributions made under the Plan will continue to be held, managed and
controlled by a trustee (the "Trustee") appointed by the Corporate Benefits
Committee and acting under a Trust forming part of the Plan. The terms of the
Trust are set forth in a Trust Agreement known as The Robbins & Myers, Inc.
Savings Trust for Union Employees. Each contribution made by an Employer is
conditioned on its deductibility for federal income tax purposes for the
taxable year of the Employer for which it is made and, to the extent not
deductible, shall be returned to the Employer as provided in the Trust
Agreement. The authority to control and manage the operation and
administration of the Plan is vested in the Corporate Benefits Committee. So
acting, the Committee has the rights, duties and obligations set forth in the
Plan, those of an "administrator" as that term is defined in Section 3(16)(A)
of the Employee Retirement Income Security Act of 1974 ("ERISA") and those of a
"plan administrator" as that term is defined in section 414(g) of the Code.
Any action taken by the Corporate Benefits Committee or R&M under the Plan
shall be taken in its sole and absolute discretion.
I-1.3. PLAN YEAR. The term "Plan Year" means the calendar
year.
I-1.4. APPLICABLE LAWS. The Plan will be construed and
administered in accordance with the laws of the State of Ohio to the extent
that such laws are not pre-empted by the laws of the United States of America.
<PAGE> 7
I-1.5. GENDER AND NUMBER. Where the context admits, words in
any gender will include any other gender, words in the singular will include
the plural and the plural will include the singular.
I-1.6. PLAN ELECTIONS. Except as otherwise specifically
provided, any election required to be filed under the Plan with R&M shall be
filed in such written form and at such time as R&M shall require.
I-1.7. SUPPLEMENTS. The provisions of the Plan may be
modified or supplemented by Supplements to the Plan. Any such Supplement shall
form a part of the Plan as of its effective date and be attached hereto.
SECTION I-2 - ADMINISTRATION
----------------------------
SECTION I-2.1. DESIGNATION OF FIDUCIARIES. The persons designated
in Sections I-2.2, I-2.3, and I-2.5, and the persons they designate to carry
out or help to carry out their duties or responsibilities are fiduciaries under
the Plan and Trust. Each fiduciary has only those duties or responsibilities
specifically assigned to him under the Plan or Trust or delegated to him by
another fiduciary. Each fiduciary may assume that any direction, information
or action of another fiduciary is proper and need not inquire into the
propriety of any such action, direction or information. Except as provided by
law, no fiduciary will be responsible for the malfeasance, misfeasance or
nonfeasance of any other fiduciary. Any fiduciary may participate in the Plan,
provided he otherwise is eligible to do so. Except as permitted by law, no
Employee or director shall receive any compensation from the Plan or Trust for
his services as a fiduciary.
SECTION I-2.2. BOARD. The Board will appoint the members of the
Corporate Benefits Committee, act on any matter referred by the Corporate
Benefits Committee under subsection I-2.3(c) and receive and review reports
submitted periodically by the Corporate Benefits Committee concerning
administration of the Plan and Trust.
SECTION I-2.3. CORPORATE BENEFITS COMMITTEE.
---------------------------------------------
(a) DESIGNATION. The Board will name the members of the
Corporate Benefits Committee and will fix the number of its members.
(b) PURPOSE. The Corporate Benefits Committee will control
and administer the Plan.
(c) POWERS. The Corporate Benefits Committee has all powers
necessary to carry out its purposes, including the following:
(i) administer the Plan in accordance with its
terms and conditions;
(ii) establish the rules, regulations and procedures
it finds necessary or appropriate to discharge its duties;
<PAGE> 8
(iii) adopt or amend the Plan and any trusts or insurance
contracts used to fund the Plan;
(iv) interpret the Plan, including supplying any
omissions in accordance with the intent of the Plan;
(v) decide all questions concerning eligibility of
any Employee to become a Participant;
(vi) compute the amount of benefits and determine to whom
such benefits will be paid;
(vii) authorize or deny the payment of Plan benefits;
(viii) delegate its powers and duties to others as it sees
fit, including:
(1) the preparation and filing of all reports
with governmental agencies;
(2) the preparation and distribution of
booklets, announcements, reports and descriptions of
the Plan to Employees, as required by law;
(3) the maintenance of all records relating
the Plan and Trust;
(4) the establishment and administration of a
uniform claims procedure; and
(5) the performance of all other duties
necessary to administer the Plan;
(ix) employ those accountants, actuaries, agents,
consultants, physicians and attorneys (who may be counsel to
R&M) it finds necessary, and to receive and evaluate their
reports;
(x) review bonding and insurance requirements;
(xi) designate an agent for service of legal process upon
the Plan;
(xii) review and implement long-term planning in developing
modifications of the Plan;
(xiii) establish and enforce the rules, regulations,
procedures, investment policies and investment programs it
considers desirable;
(xiv) receive and evaluate monthly, quarterly and annual
reports of Trustees, investment managers and investment
advisers;
(xv) review the performance of the Trustees, investment
managers and/or investment advisers at least quarterly;
<PAGE> 9
(xvi) allocate the amount of assets to be managed by each
Trustee, investment manager and investment adviser;
(xvii) accept or reject rollover amounts;
(xviii) establish any accounts called for by the Plan or
Trust;
(xix) report at least annually to R&M on the investment
performance of the Trust Fund;
(xx) appoint, remove or replace other fiduciaries
including the Trustee (or insurance company which holds Plan
assets), investment managers or investment advisers;
(xxi) approve the amount of Employer Contributions to be
made to the Plan or approve discontinuance of Employer
Contributions to the Trust Fund;
(xxii) discontinue or terminate the Plan and any trusts or
insurance contracts used to fund the Plan; and
(xxiii) perform any other act or acts necessary to the
performance of its powers and duties;
(d) Resignation, Removal and Designation of Successor. R&M
may remove any member of the Corporate Benefits Committee at any time.
Any member of the Corporate Benefits Committee may resign at any time
by delivering his written resignation to R&M and the Corporate
Benefits Committee. New members will be named by R&M. Any new member
will have the same rights, powers, privileges, immunities and duties
as the other members of the Corporate Benefits Committee. The
Corporate Benefits Committee must promptly notify the Trustee of any
change in its membership.
SECTION I-2.4. ACTION OF COMMITTEE. Any act authorized, permitted or
required to be taken by the Corporate Benefits Committee may be taken by a
majority of its members, either by vote at a meeting or in writing without a
meeting. All members must be notified of the proposed action and must have an
opportunity to vote. A majority of the members of the Corporate Benefits
Committee constitutes a quorum. All notices, advice, directions,
certifications, approvals and instructions required or authorized to be given
by the Corporate Benefits Committee must be in writing and signed (a) by a
majority of the members of the Corporate Benefits Committee, (b) by the member
or members of the Corporate Benefits Committee designated as having authority
to execute documents on its behalf or (c) by a person authorized to act for the
Corporate Benefits Committee under subsection I-2.3(c)(ix).
SECTION I-2.5. TRUSTEE.
------------- ---------
(a) DESIGNATION. The Corporate Benefits Committee will
appoint the Trustee.
<PAGE> 10
(b) POWERS AND DUTIES. The Trustee has the duties and powers
set forth in the agreement executed by the Company and the Trustee.
SECTION I-2.6. EMPLOYER RECORDS. The Corporate Benefits Committee
may inspect the Employers' books and records to determine any fact in
connection with acts to be performed by the Employers under the Plan, or it may
rely on an Employer's statement. If the Corporate Benefits Committee wants any
statement certified, it may rely on a certification of R&M, an Employer or
Affiliate, as appropriate.
SECTION I-2.7. INDEMNIFICATION. All fiduciaries designated in
Sections I-1 and I-2 other than a bank or trust company or any insurance
company acting as a Trustee and anyone else delegated any power, authority or
responsibility under this Article, have all rights of indemnification provided
by law or agreement or under R&M's Articles of Incorporation, regulations or
by-laws. In addition, R&M will satisfy any liability actually and reasonably
incurred by all fiduciaries, other than a bank or trust company or an insurance
company acting as Trustee, including expenses, attorneys' fees, judgments,
fines and amounts paid in settlement, in connection with any threatened,
pending, or completed action, suit or proceeding related to their exercise or
failure to exercise any of the powers, authority, responsibilities or
discretion provided under the Plan and the Trust, or reasonably believed by
them to be provided thereunder, any action taken by them in connection with
those matters if they acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interest of the Plan, and with respect to
any criminal action or proceeding, if they had no reasonable cause to believe
that their conduct was unlawful.
SECTION I-2.8. DISCRIMINATION PROHIBITED. In exercising any
discretionary or absolute authority under the Plan, the Corporate Benefits
Committee will act in a consistent and nondiscriminatory manner, treating all
persons in similar circumstances in a similar manner. The Corporate Benefits
Committee may take no action which would discriminate in favor of Participants,
Beneficiaries or Employees who are officers, shareholders or highly-compensated
employees, or which would result in benefiting one employee or group of
employees at the expense of others similarly situated.
SECTION I-2.9. REPRESENTATION IN PROCEEDINGS. In any court
proceeding arising under the Plan, the Corporate Benefits Committee will be the
representative of the Participants, Beneficiaries and all other claiming any
interest under the Plan.
SECTION I-2.10. TIME OF DELIVERY. Any information, forms of
election, rejection or other materials required to be filed or delivered by a
Participant or Beneficiary to R&M, an Employer or any fiduciary will be deemed
filed or delivered when received. Any consents, approvals, information,
requests for information or other materials required to be filed or delivered
to a Participant or Beneficiary by R&M, an Employer or any fiduciary will be
deemed filed or delivered on the earlier of the date of personal delivery or
the date deposited in first class mail. Any information or other
<PAGE> 11
materials required to be filed or delivered to R&M, an Employer or any
fiduciary by R&M, an Employer or any fiduciary will be deemed filed or
delivered when actually received.
SECTION I-3 - AMENDMENT AND TERMINATION
SECTION I-3.1. AMENDMENTS AND TERMINATION. While it is
intended that the Plan shall continue in effect indefinitely the Board may from
time to time modify, alter or amend the Plan or the Trust. The Board may at
any time order the temporary suspension or complete discontinuance of Employer
Matching Contributions, if any, or may terminate the Plan, provided, however,
that:
(i) No such action shall make it possible for any part of
the Trust assets (except such part as is used for the
payment of expenses) to be used for or diverted to any
purpose other than for the exclusive benefit of
Participants or their Beneficiaries and the defraying
of the reasonable expenses of administering and
winding up the Plan;
(ii) No such action will adversely affect the rights or
interests of Participants theretofore vested under the
Plan;
(iii) In the event of termination of the Plan or complete
discontinuance of employer contributions hereunder,
all rights and interests of Participants not
theretofore vested shall become vested as of the date
of such termination or complete discontinuance. In
the event of a partial termination of the Plan, the
rights and interests of the Participants affected
thereby shall become vested as of the date of such
partial termination.
However, nothing herein shall be construed to prevent any
modification, alteration or amendment of the Plan or of the Trust
which is required in order to comply with the provision of any law or
regulation relating to the establishment or maintenance of this Plan
and Trust, including, but not limited to, the establishment and
maintenance of the Plan or Trust as a qualified employee plan or trust
under the Code, even though such modification, alteration, or
amendment, if made retroactively, adversely affects the rights or
interests of a Participant under the Plan. On termination or partial
termination of the Plan the date of termination or partial
termination, as the case may be, will be an "Accounting Date" (as
described in subsection II-5.3) and, after all adjustments required by
subsection II-5.1 have been made, the Account balances of each
affected Participant will continue to be nonforfeitable and, subject
to any adjustments that may be required by subsection II-5.1 on any
subsequent Accounting Date, will be distributable in accordance with
the provisions of Section II-6. Affected individuals will be
<PAGE> 12
notified of an amendment, termination or partial termination of
the Plan as required by law.
I-3.2. MERGER AND CONSOLIDATION OF PLAN, TRANSFER OF PLAN
ASSETS. In the case of any merger or consolidation of the Plan, as applied to
any Employer, with, or transfer of assets and liabilities of the Plan, as
applied to any Employer, to any other plan, provisions shall be made so that
the balance of the Accounts of each Participant immediately after the merger,
consolidation or transfer is equal to or greater than the balance of his
Accounts immediately prior to the merger, consolidation or transfer.
PART II - PLAN PARTICIPATION AND BENEFITS
- -----------------------------------------
SECTION II-1 - PARTICIPATION IN THE PLAN
----------------------------------------
II-1.1. ELIGIBILITY FOR PARTICIPATION. Each employee of the
Employers participating in the Prior Plan on December 31, 1995 will continue to
do so, subject to the terms and conditions of the Plan and each other employee
of the Employers will become a Participant in the Plan as of the later of
January 1, 1996 or his Enrollment Date (as set forth in the Section of Part III
that is applicable to him if he is employed by his Employer as a member of a
unit of employees to whom the Plan has been extended through collective
bargaining between his Employer and a collective bargaining representative, as
evidenced by a Section contained in Part III that is applicable to members of
that collective bargaining unit at his employment location.
II-1.2. PARTICIPATION NOT CONTRACT OF EMPLOYMENT. The Plan
does not constitute a contract of employment, and participation in the Plan
will not give any employee the right to be retained in the employ of an
Employer or Affiliate nor give any person any right or claim to any benefit
under the terms of the Plan unless such right or claim has specifically accrued
under the terms of the Plan.
II-1.3. RESTRICTED PARTICIPATION. Until distribution of the
entire balances of a Participant's Accounts has been made, the Plan accounting
provisions set forth in subsection II-5.1 shall continue to apply to any
remaining balances and the Participant or, in the event of his death, his
"Designated Beneficiary" or "Beneficiary" (each as defined in subsection
II-7.5), as the case may be, will be considered and treated as a Participant
for all purposes of the Plan, except as follows:
(a) no contributions may be made on behalf of or by the
Participant for any period during which he fails to meet the
requirement of subsection II-1.1;
(b) 90 days after termination of employment with R&M, the
Employers and Affiliates, a Participant's entire Account shall be
invested in the Investment Fund selected by the Committee for that
purpose and shall continue to share in the earnings, gains
<PAGE> 13
and losses of such Investment Fund until distribution has been
completed; and
(c) the Designated Beneficiary or Beneficiary, as the case
may be, of a deceased Participant cannot name a Designated Beneficiary
under subsection II-6.5.
SECTION II-2 - CONTRIBUTIONS TO THE PLAN
----------------------------------------
II-2.1. BASIC CONTRIBUTIONS. For each pay period, each
Employer shall make a Basic Contribution to the Trustee on behalf of each
Participant who is employed by it during that pay period and who has made a
then effective Election (as described below in this subsection). The Basic
Contribution made on behalf of a Participant shall be in the amount by which
the "Compensation" (as defined in subsection II-2.8) otherwise payable to that
Participant by the Employer for that pay period has been reduced pursuant to
the terms of his Election. The term "Election" means an election filed by a
Participant with his Employer to have his Compensation reduced for any pay
period during which the election is in effect. In no event shall an Election
made by a Participant reduce his Compensation for any Plan Year by an amount
that is in excess of the full percentage (determined by reference to the
Section of Part III that is applicable to him) of the Compensation payable to
the Participant for that year, determined without regard to his Election.
II-2.2. EMPLOYER MATCHING CONTRIBUTIONS. For each pay
period, each Employer shall make an Employer Matching Contribution to the
Trustee on behalf of each Participant employed by it during that pay period in
an amount equal to the amount, if any, that is set forth in the Section of Part
III that is applicable to the Participant; provided, however, that no Employer
Matching Contribution shall be made for any Basic Contribution that is
withdrawn pursuant to subsection II-6.2 or II-6.3 on or before the last day of
the calendar month in which it is made. Any such Matching Contribution shall
be made in cash and shall be allocated to the Investment Funds in the same
manner as the Participant's Basic Contributions. Participants shall be 100
percent vested in any Employer Matching Contributions at all times.
II-2.3. LIMIT ON COMPENSATION PERCENTAGE. Notwithstanding
the provisions of subsections II-2.1 and II-2.2, to conform the operation of
the Plan to the non-discrimination requirements of sections 401(a)(4), 401(k),
and 401(m) of the Code (including the actual deferral percentage test and
actual contribution percentage test and the methods for correction set forth in
sections 401(k)(3) and (8) and 401(m)(3) and (6) of the Code and Reg. Section
Section 1.401(k)-1(b), 1.401(k)-1(f)) and 1.401(m)-2, the provisions of which
are incorporated herein and made a part hereof), R&M may adjust the percentage
referred to in subsection II-2.1, as applied to any Participant, downward for
any Plan Year and direct the Trustee to make such distributions to the
Participant as R&M deems appropriate. Notwithstanding the provisions of
subsection II-2.1 and the foregoing provisions of this subsection, a
Participant's pre-tax Basic
<PAGE> 14
Contributions under the Plan for any taxable year of the Participant shall not
exceed the maximum amount permitted under section 402(g) of the Code for that
taxable year. If pre-tax Basic Contributions in excess of the foregoing
limitations are made, then to the extent permitted in the Section of Part III
applicable to the Participant such amounts shall be recharacterized as
after-tax Basic Contributions and to the extent that any portion of the excess
amount is not so recharacterized or distributed to the Participant to conform
the operation of the Plan to the non-discrimination requirements of sections
401(a)(4) and 401(k) of the Code as provided above in this subsection, such
portion may, if R&M, in its sole discretion, finds it administratively
feasible, be distributed to the Participant, provided, however, that no such
distribution shall occur after the April 15 next following the taxable year of
the Participant during which the excess contribution was made.
II-2.4. PARTICIPATION UNDER OTHER PLANS. If a Participant is
also a participant under any other plan to which "elective deferrals" (as
defined in section 402(g)(3) of the Code) were contributed on his behalf, the,
by writing filed with R&M on or before March 1 of any year, he may elect to
have a portion of his pre-tax Basic Contributions under the Plan for his
immediately preceding taxable year distributed to him so that the total of his
elective deferrals under this Plan and all other such plans does not exceed the
amount permitted under section 402(g) of the Code for that taxable year.
II-2.5. SUSPENSION, VARIATION AND RESUMPTION OF BASIC
CONTRIBUTIONS. A Participant may elect to have his Employer suspend making
Basic Contributions on his behalf or to have his Employer prospectively change
the rate of its Basic Contribution on his behalf as of the first pay period
that is coincident with or next follows the first day of any calendar month.
If he has previously elected to have such contributions suspended, a
Participant may elect to have them resumed as of the first pay period that is
coincident with or next follows the first day of any calendar month.
II-2.6. PARTICIPANT ROLLOVER CONTRIBUTIONS. Unless otherwise
provided in the Section of Part III applicable to him, with the consent of R&M,
a Participant may make a Rollover Contribution to the Plan as of any Accounting
Date. The term "Rollover Contribution" means a contribution described in
section 402(a)(5) or 408(d)(3) of the Code.
II-2.7. PAYMENT OF BASIC CONTRIBUTIONS TO TRUSTEE. Any Basic
Contribution made on behalf of a Participant by an Employer pursuant to the
provisions of subsection II-2.1 will be paid to the Trustee by the Employer as
soon as practicable (but not more than 90 days) after the close of the pay
period for which the contribution is made.
II-2.8. LIMITATION ON EMPLOYER CONTRIBUTIONS. In no event
will the aggregate amount of an Employer's contributions made pursuant to the
provisions of subsection II-2.1 for any Plan Year exceed the lesser of the
maximum amount deductible by the Employer for that year
<PAGE> 15
as an expense for Federal income tax purposes or the maximum amount which can
be credited to the Accounts of Participants for that Plan Year in accordance
with the applicable provisions of section 415 of the Code, which provisions are
incorporated herein and made a part hereof.
II-2.9. COMPENSATION. "Compensation" shall mean an
Employee's total salary or wages from an Employer before deductions, including
annual bonuses, commissions, overtime pay, other current cash compensation and
pre-tax Basic Contributions hereunder and any other salary reduction amount
under Code section 401(k), but excluding deferred compensation, severance pay,
contributions by an Employer to this or any other benefit plan, and any other
form of remuneration which is not "compensation" within the meaning of Code
section 415, all as determined in accordance with such rules, regulations or
standards as may be prescribed by the Committee. The maximum annual
compensation that may be taken into account hereunder for any Participant shall
be $150,000 or such greater amount as may be permitted pursuant to Code section
401(a)(17). In determining the compensation of a Participant for purposes of
this limitation, the rules of Code section 414(q)(6) shall apply, except that,
in applying such rules, the term "family" shall include only the spouse of the
Participant and any lineal descendants of the Participant who have not attained
age 19 before the close of the Plan Year.
SECTION II-3 - ESTABLISHMENT OF PARTICIPANTS' PLAN ACCOUNTS
-----------------------------------------------------------
A separate Account shall be established and maintained in the
name of each Participant. To the extent necessary or appropriate to provide
for the proper administration of the Plan, such Account shall include separate
balances for interests derived from pre- tax and after-tax Basic Contributions
and Employer Matching Contributions and such other separate balances as the
Committee shall determine (including a Supplemental Contributions Account to
reflect any such contributions made under a predecessor plan). As soon as
practicable following the end of each Plan Year, each Participant shall be
provided with a statement of his Account.
SECTION II-4 - INVESTMENT OF PARTICIPANTS' PLAN ACCOUNTS
--------------------------------------------------------
II-4.1. THE INVESTMENT FUNDS. The Investment Policy
Committee (a committee established by the Corporate Benefits Committee) shall
cause Investment Funds to be maintained for the investment of the Accounts of
Participants which Funds shall be in such number and of such asset character as
the Investment Policy Committee shall decide. On advance written notice to the
Participants, the Investment Policy Committee may cause any Investment Fund to
be prospectively disestablished and may cause additional Investment Funds to be
established from time to time. Notwithstanding the foregoing, the Investment
Policy Committee shall at all times cause to be maintained an Investment Fund,
known as the "Robbins & Myers, Inc. Common Stock Investment Fund," the assets
of which shall be invested in shares of a class of voting common stock issued
by R&M,
<PAGE> 16
which are regularly traded on an established securities market and are required
to be, and are, registered under the provisions of Section 12 of the Securities
Exchange Act of 1934, as amended. Notwithstanding the asset character of an
Investment Fund, the Trustee, in its sole discretion, may invest any amount
held under the Fund in cash or cash equivalents pending investment of, or any
distribution or withdrawal from, that fund pursuant to the terms of the Trust
Agreement or the Plan.
II-4.2. INVESTMENT FUND ELECTIONS. Subject to the following
provisions of this subsection II-4.2, a Participant may elect:
(a) the portion (expressed as any whole percentage of his
contributions) of the amounts to be credited to his Accounts pursuant
to paragraph II-5.1(d), after the effective date of his election that
is to be invested in each of the Investment Funds; and
(b) that all or a portion (expressed as any whole percentage)
of the balance of any Account maintained for his benefit as of the
effective date of his election and invested under any Investment Fund
be transferred to another Investment Fund for investment.
SECTION II-5 - ADJUSTMENT OF PARTICIPANTS' ACCOUNTS
---------------------------------------------------
II-5.1. ADJUSTMENT OF PARTICIPANTS' ACCOUNTS. On, or as soon
as administratively practicable after, each Accounting Date, R&M shall cause
Participants' Accounts to be adjusted, as of that Accounting Date, as follows:
(a) FIRST, by crediting the proper Accounts of each
Participant with the amount of any contributions made on his behalf or
by him pursuant to the provisions of Section II-2 that are to be
credited as of that date.
(b) NEXT, by adjusting the balances of the Participant's
interests invested under each of the Investment Funds as of the last
preceding Accounting Date, upward or downward, pro rata, according to
the interests so that the aggregate interests of Participants invested
under that Investment Fund will equal the then "Adjusted Net Worth"
(as defined below) of that Investment Fund;
(c) NEXT, by charging to the proper Accounts of each
Participant the amount of any distributions made to or on account of
that Participant pursuant to the provisions of Section II-6 since the
last preceding Accounting Date and with any cost directly related to
any such distribution or loan that have not been charged previously;
<PAGE> 17
(d) FINALLY, by executing the Investment Fund transfer
elections made by each Participant pursuant to the provisions of
subsection II-4.2 that are to be executed as of that date.
The "Adjusted Net Worth" of any Investment Fund as of any Accounting Date means
the then fair market value of the assets held in the Investment Fund, as
determined by the Trustee.
II-5.2. STATEMENT OF ACCOUNT BALANCES. R&M shall provide
each Participant with a statement of his Account balances annually and may, but
need not, provide such statements more frequently.
II-5.3. Accounting Dates. The term "Accounting Date" means each business day.
SECTION II-6 - DISTRIBUTION OF ACCOUNT BALANCES AND LOANS
---------------------------------------------------------
II-6.1. DISTRIBUTION ELIGIBILITY DATE DISTRIBUTIONS. Subject
to the following provisions of this Section, on and after a Participant's
"Distribution Eligibility Date", his Account balances (determined as of the
Accounting Date coincident with or next preceding his "Plan Payment Date" (as
defined below) after all adjustments required under subsection II-5.1 as of
that date have been made) will be distributable to him in a single, cash, lump
sum payment as of his Plan Payment Date. Notwithstanding the foregoing, in the
case of a Participant whose aggregate Account balances as of the Accounting
Date next preceding his Distribution Eligibility Date, after all adjustments
required by subsection II-5.1 as of that date have been made, equal an amount
that is $3,500 or less, a distribution of the Participant's Account balances
will be made as soon as practicable after that date in a single, cash, lump sum
payment. A Participant's "Distribution Eligibility Date" will be the date on
which his employment with the Employers and the Affiliates is terminated for
any reason. A Participant's "Plan Payment Date" is the first to occur of the
April 1 next following the last day of the calendar year during which he
attains age 70-1/2 years (whether or not his Distribution Eligibility Date has
occurred) or such earlier date as is elected by him. A Participant's election
pursuant to the foregoing sentence must be made not less than 30 nor more than
90 days prior to the date that he elects to be his Plan Payment Date. If a
Participant dies prior to his Plan Payment Date, the balances of his Accounts
shall be distributed to his Designated Beneficiary or, if for any reason the
Participant is not survived by a Designated Beneficiary, to his Beneficiary or
Beneficiaries, as the case may be, in a cash lump sum or lump sums, as soon as
practicable, but not later than the fifth anniversary of the Participant's
death.
II-6.2. ELECTIVE WITHDRAWAL DISTRIBUTIONS. A Participant who
has attained age 59-1/2 years may elect to withdraw any portion (but not less
than $500.00) of his Account balances, determined as of the last preceding
Accounting Date. If a Participant's Accounts are invested in more than one
Investment Fund, any distribution elected by him pursuant to this subsection
shall be made from such Investment Funds and in such proportions as he shall
direct. Notwithstanding the
<PAGE> 18
foregoing provisions of this subsection, any distribution to a Participant
whose Distribution Eligibility Date has occurred must be in an amount equal to
the total balances of his Accounts, determined as of the Accounting Date next
following the date that his election is filed with R&M. Other elective
withdrawals, if any, will be permitted to the extent provided in the applicable
Section of Part III.
II-6.3. FINANCIAL HARDSHIP DISTRIBUTIONS. A Participant who
has not terminated employment with R&M, the Employers and Affiliates and who
has borrowed the maximum amount, if any, available to him under this Plan and
all other employee retirement plans maintained by R&M, the Employers and
Affiliates, may, by writing filed with R&M evidencing "Financial Hardship" (as
defined below in this subsection), elect to have an amount equal to the lesser
of:
(a) the amount necessary to alleviate his Financial Hardship
(plus an amount estimated by R&M to equal the tax liability resulting
from the distribution); or
(b) the balance of his pre-tax Basic Contributions Account
determined as of the last preceding Accounting Date (less earnings on
those contributions);
distributed to him provided, however, that no such distribution may be less
than $500.00. In no event shall the amount of any distribution to the
Participant pursuant to the provisions of this subsection exceed an amount
equal to the amount of the aggregate Basic Contributions made by the Employers
on his behalf. For purposes of the Plan, the term "Financial Hardship" means
an immediate and heavy financial need resulting from:
(A) medical expenses described in section
213(d) of the Code incurred by the Participant, his
spouse or any dependents of the Participant (as
defined in section 152 of the Code);
(B) the purchase (excluding mortgage
payments) of the principal residence of the
Participant;
(C) the payment of tuition for the next 12
months of post-secondary education for the
Participant, his spouse, children or dependents;
(D) the need to prevent eviction of the
Participant from his principal residence or
foreclosure on the mortgage of the Participant's
principal residence; or
(E) funeral expenses resulting from the
death of a family member.
Notwithstanding any other provision of the Plan, if a distribution is made to a
Participant pursuant to the provisions of this subsection:
(1) his right to make Basic
Contributions shall be suspended
for a period of 12 whole
<PAGE> 19
calendar months from the first day of the
calendar month coincident with or next
following the date the distribution is made
to him; and
(2) the Participant may not make Basic
Contributions for his taxable year
immediately following his taxable year during
which the distribution is made to him that
are in excess of the dollar limit stated in
subsection II-2.2 for such next preceding
taxable year, less the amount of the
Participant's Basic Contributions for his
taxable year during which the distribution is
made to him.
R&M's determination as to the existence of a Financial Hardship and the amount
required to meet the need created by that hardship shall be made in a
non-discriminatory manner with respect to all Participants similarly situated.
If a Participant's Basic Contributions Account is invested in more than one
Investment Fund, any distribution to him pursuant to this subsection shall be
made from such Investment Funds and in such proportions as he shall direct.
II-6.4. DISTRIBUTION TO ALTERNATE PAYEE. Notwithstanding any
other provision of the Plan, in the event an "alternate payee" (as defined in
section 414(p) of the Code) is entitled to any portion of a Participant's
Accounts pursuant to a domestic relations order that is determined by R&M to be
a qualified domestic relations order that satisfies the requirements of a
qualified domestic relations order under section 414(p) of the Code, such
alternate payee shall receive her benefits as provided in the qualified
domestic relations order. The amount of any distribution to an alternate payee
on account of a Participant shall be made from the Investment Funds, pro rata,
according to the Participant's interests invested under each of the Funds.
II-6.5. DESIGNATED BENEFICIARY AND BENEFICIARY. The term
"Designated Beneficiary" means, with respect to any Participant:
(a) his Spouse (as defined below); or
(b) subject to the consent or evidence, as the case may be,
required by the following provisions of this subsection, at the
election of the Participant, such other person or persons, as may be
designated by him to receive his Account balances if he dies before a
total distribution of those balances is made to him.
A Designated Beneficiary designation as provided in paragraph (b) next above
will be effective only when a signed and dated beneficiary designation form is
filed with R&M while the Participant is alive, which form will cancel all
beneficiary designation forms signed and filed earlier. For purposes of the
Plan, the term "Spouse" means, with respect to any Participant, the person to
whom the Participant was legally married under the law of any jurisdiction
throughout the 1-year period ending on the earlier of the date of the
Participant's death or the date distribution of his Account balances is made or
begins. Notwithstanding the foregoing sentence, if a Participant
<PAGE> 20
marries within 1 year before the date distribution of his Account balances is
made or begins and the Participant and his spouse in that marriage have been
married for at least 1 year on or before the date of the Participant's death,
they shall be deemed to have been married for a 1-year period ending on the
date distribution of his Account balances began and, unless such spouse has
consented thereto in accordance with the following provisions of this
subsection, any form designating a Designated Beneficiary previously filed with
R&M shall be cancelled and such spouse shall automatically be the Participant's
Designated Beneficiary. To the extent provided in any qualified domestic
relations order, the former spouse of a Participant shall be his Spouse for
purposes of the Plan if such former spouse and the Participant were legally
married under the law of any jurisdiction for at least 1 year. At any time
prior to the date as of which distribution of his Account balances is made or
begins, a Participant whose Designated Beneficiary is his Spouse may designate
a person other than his Spouse to be his Designated Beneficiary. However, no
such election shall be effective unless R&M receives:
(i) a written consent thereto by the person, if any,
who, in the event of the Participant's immediate death, would
then be his Spouse, which consent must be in writing,
acknowledge the effect of the election, approve the person or
persons named as Designated Beneficiary and be witnessed by a
notary public; or
(ii) evidence satisfactory to it that the consent
required by paragraph (i) next above cannot be obtained
because there is no spouse, because the spouse cannot be
located or because of such other circumstances as the
Secretary of the Treasury may provide by regulation.
Any election made pursuant to this subsection shall be effective only as to the
person consenting thereto or subject to the evidence provided in accordance
with paragraph (ii) next above, as the case may be. If a deceased Participant
is not survived by a Designated Beneficiary, or if the Designated Beneficiary
of a deceased Participant dies before complete distribution of the
Participant's benefits, R&M in its sole discretion may distribute the
Participant's Account balances (in such proportions as R&M decides) to a
"Beneficiary" or "Beneficiaries" of the Participant who shall be either one or
more of his relatives by blood, adoption or marriage or the legal
representative or representatives of the estate of the last to die of the
Participant and his Designated Beneficiary.
II-6.6. Direct Rollover.
----------------
(a) Rollover Requirements. Notwithstanding any provision
of the Plan to the contrary that would otherwise limit a distributee's
election under this subsection, a distributee may elect, at the time
and in the manner prescribed by the plan administrator, to have any
portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct
rollover.
(b) Definitions.
<PAGE> 21
(i) Eligible rollover distribution: An eligible
rollover distribution is any distribution of all or any
portion of the balance to the credit of the distributee,
except that an eligible rollover distribution does not
include: any distribution that is one of a series of
substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the
distributee or the joint lives (or joint life expectancies) of
the distributee and the distributee's designated beneficiary,
or for a specified period of ten years or more; any
distribution to the extent such distribution is required under
section 401(a)(9) of the Code; and the portion of any
distribution that it not includible in gross income
(determined without regard to the exclusion for net unrealized
appreciation with respect to Employer securities).
(ii) Eligible retirement plan: An eligible
retirement plan is an individual retirement account described
in section 408(a) of the Code, an individual retirement
annuity described in section 408(b) of the Code, an annuity
plan described in section 403(a) of the Code, or a qualified
trust described in section 401(a) of the Code, that accepts
the distributee's eligible rollover distribution. However, in
the case of an eligible rollover distribution to the surviving
spouse, an eligible retirement plan is an individual
retirement account or individual retirement annuity.
(iii) Distributee: A distributee includes an
employee or former employee. In addition, the employee's or
former employee's surviving spouse and the employee's or
former employee's spouse or former spouse who is the alternate
payee under a qualified domestic relations order, as defined
in section 414(p) of the Code, are distributees with regard to
the interest of the spouse or former spouse.
(iv) Direct rollover: A direct rollover is a
payment by the Plan to the eligible retirement plan specified
by the distributee.
II-6.7 SOURCE OF FUNDS. A Participant may specify which
Investment Funds should be charged for any withdrawal under subsection II-6.2
and II-6.3. Unless so specified, distribution will be made out of the
Participant's interests in each of the Investment Funds in accordance with the
proportion of the Participant's Account then invested in such Fund.
SECTION II-7 - PAYMENT TO INCAPACITATED PERSONS AND NON-TRANSFERABILITY
-----------------------------------------------------------------------
II-7.1. PAYMENT TO INCAPACITATED PERSONS. Notwithstanding
any other provision of the Plan, if R&M determines that a Participant
<PAGE> 22
or other person entitled to a distribution under the Plan is physically,
mentally or legally incapacitated and unable to manage his financial affairs,
R&M may, until claim is made by a conservator or other person legally charged
with the care of his person or of his estate, direct the Trustee to make
payment for the individual's benefit to one or more persons or institutions
which, in R&M's judgment, are maintaining or have custody of the person
entitled to payment from the Plan. Any payment made in accordance with this
subsection shall fully acquit and discharge R&M and the Trustee from all
further liability on account thereof.
II-7.2. NON-TRANSFERABILITY. Except as specifically provided
under written procedures with respect to qualified domestic relations orders
adopted by R&M pursuant to section 414(p) of the Code, the interests of
Participants and other persons under the Plan are not subject to the claims of
their creditors and may not be voluntarily or involuntarily assigned, alienated
or encumbered.
SECTION II-8 - SPECIAL RULES APPLICABLE ONLY WHILE PLAN IS "TOP-HEAVY"
----------------------------------------------------------------------
II-8.1. IN GENERAL. The purpose of this Section II-8 is to
set forth certain provisions which shall modify and supplement the provisions
of the Plan for any period commencing on the first day of any Plan Year next
following a "determination date" (as defined in paragraph II-8.2(a)) as of
which the Plan is determined to be a "top-heavy plan" (as defined in section
416(g) of the Code) and ending on the date as of which it is determined that
the Plan is no longer a top-heavy plan (the "top-heavy period").
II-8.2. DEFINITIONS APPLICABLE ONLY TO SECTION II-8. For
purposes of this Section, the following terms shall have the meaning indicated:
(a) the term "determination date" means the last day of each
Plan Year, which day shall be the "valuation date" for determining the
Plan's top-heavy plan status;
(b) the term "key employee" means a Participant who is a "key
employee" as that term is defined in section 416(i) of the Code and
his "beneficiary" within the meaning of section 416(i)(5) of the Code;
(c) the term "non-key employee" means a Participant who is
not a key employee and his beneficiary;
(d) the term "compensation" means an amount, determined
by application of Treas. Reg. Section 1.415-2(d), that is not in
excess of $150,000, adjusted for each Plan Year to take into account
any applicable cost-of-living adjustment provided for that year by the
Secretary of the Treasury or his delegate under section 415(d) of the
Code, paid to a Participant for any Plan Year during which the Plan is
top-heavy;
<PAGE> 23
(e) the term "required aggregation group" means all plans
of the Employers and the Affiliates (determined in accordance with the
provisions of section 415(h) of the Code) in which a key employee
participates and any other plan maintained by them which enables any
such plan to meet the requirements of sections 401(a)(4) or 410 of the
Code; and
(f) the term "permissive aggregation group" means the
required aggregation group together with any other plan maintained by
an Employer or Affiliate designated by R&M if that plan's inclusion
would not preclude the plans in the required aggregation group from
meeting the requirements of sections 401(a)(4) and 410 of the Code.
II-8.3. MINIMUM CONTRIBUTIONS. Notwithstanding any other
provision of the Plan to the contrary, for each Plan Year ending during a
top-heavy period, each Employer will contribute to the Trustee, on behalf of
each non-key employee employed by it on the last day of that year, an amount
which, exclusive of Basic Contributions to be credited to his Basic
Contributions Account for that year, equals or exceeds the lesser of 3 percent
of the amount of his compensation for that Plan Year or the percentage of such
compensation contributed on behalf of the Key Employee for whom such percentage
is highest for that year.
PART III - EXPANSION AND MODIFICATION OF PART II PROVISIONS AS APPLIED TO
- -------------------------------------------------------------------------
PARTICULAR UNITS
- ----------------
SECTION III-1 - LOCAL NO. 1498, ROCHESTER, NEW YORK
----------------------------------------------------
III-1.1. APPLICATION OF SECTION. This Section III-1 is
applicable to each employee who is employed by an Employer at the Rochester,
New York facility of Pfaudler, Inc., and is represented by Local No. 1498,
United Steelworkers of America. Any such Participant's rights under the Plan
shall be determined without reference to any other Section of this Part III.
III-1.2. PARTICIPATION. The Enrollment Date under this
Section will be the January 1 or July 1 coincident with or next following the
date the employee has complete 30 days of employment with an Employer.
III-1.3. BASIC CONTRIBUTIONS. The provisions of subsection
II-2.1 of the Plan are modified and expanded to provide that an Election made
by a Participant may not reduce his Compensation for any Plan Year by an amount
that is greater than 12 percent of the amount of that Compensation. Such
contributions may be any combination of pre-tax and after-tax contributions in
whole percentages. Pre-tax amounts may be recharacterized as after-tax amounts
to satisfy the requirements of subsection II-2.3.
III-1.4. EMPLOYEE MATCHING CONTRIBUTIONS. The amount
of Employer Matching Contributions described in subsection II- 2.2 shall
<PAGE> 24
be 50 percent of the first six percent of a Participant's Compensation that he
elects to contribute.
III-1.5. WITHDRAWAL OF SUPPLEMENTAL CONTRIBUTIONS. Any
Participant may elect to withdraw, as of any Valuation Date, all or part of any
balances credited to such Participant's Account attributable to Supplemental
Contributions made under a predecessor plan, provided that, in no event shall
any Participant have a right to withdraw amounts in excess of the amounts
actually contributed as Supplemental Contributions. The minimum withdrawal
under this subsection (together with any contemporaneous withdrawal under
subsection III-1.6) shall be $500.00.
III-1.6. WITHDRAWAL OF AFTER-TAX BASIC CONTRIBUTIONS. Once
each calendar quarter, a Participant may elect to withdraw, as of any
Accounting Date, all or part of any balances credited to such Participant's
Accounts, attributable to after-tax basic Contributions; provided that
Supplemental Contributions, if any, have been previously withdrawn or are
withdrawn at the same time; and provided further that in no event shall any
Participant have a right to withdraw amounts in excess of the amounts actually
contributed as after-tax Basic Contributions. The minimum withdrawal under
this subsection (together with any contemporaneous withdrawal under subsection
III-1.5) shall be $500.00.
SECTION III-2 - LOCAL LODGE NO. 225, DAYTON, OHIO
-------------------------------------------------
III-2.1. APPLICATION OF SECTION. This Section III-2 is
applicable to each employee who is employed by an Employer at the Dayton, Ohio
facility of Chemineer, Inc., and is represented by LOCAL LODGE NO. 225
INTERNATIONAL ASSOCIATION OF MACHINISTS AND AEROSPACE WORKERS. Any such
Participant's rights under the Plan shall be determined without reference to
any other Section of this Part III.
III-2.2. PARTICIPATION. The Enrollment Date under this
Section will be the first day of the calendar quarter coincident with or next
following the date the employee has completed 90 days of employment with an
Employer.
III-2.3. BASIC CONTRIBUTIONS. The provisions of Section
II-2.1 of the Plan are modified and expanded to provide that an Election made
by a Participant may not reduce his Compensation for any Plan Year by an amount
that is greater than 6 percent of the amount of that Compensation. Such
contributions shall be made on a pre-tax basis.
III-2.4. EMPLOYER MATCHING CONTRIBUTIONS. Subsection II-2.2
is not applicable to Participants under this Section.
<PAGE> 25
SUPPLEMENT A
PERIOD OF LIMITED ACTIVITY
(Effective January 1, 1996)
Beginning January 1, 1996 and ending as soon as practicable following
the transition to Vanguard administration, no in-service withdrawals shall be
made to Participants under the Plan.
<PAGE> 1
Exhibit 5.1
THOMPSON HINE & FLORY P.L.L.
Attorneys At Law
2000 Courthouse Plaza NE
P. O. Box 8801
Dayton, Ohio 45401-8801
January 15, 1996
(513) 443-6586
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sir or Madam:
We have acted as counsel to Robbins & Myers, Inc., an Ohio
corporation (the "Company"), in connection with the preparation and filing of
the Company's Registration Statement on Form S-8 being filed under the
Securities Act of 1933 for the purpose of registering the offering and sale of
50,000 common shares of the Company under the Company's Savings Plan for Union
Employees (the "Plan") and interests in the Plan.
Please be advised that we have examined such proceedings and
records of the Company, and have made investigation of such other matters, as
in our judgment permits us to render an informed opinion on the matters set
forth herein. Based upon the foregoing, it is our opinion that:
(i) the Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Ohio,
with full power to provide for the issuance of interests in the Plan;
and
(ii) the Common Shares of the Company offered under the
Plan have been duly authorized and, when purchased pursuant to the
Plan, will be legally issued, fully paid and nonassessable Common
Shares.
We consent to the use of this opinion as an exhibit to the
Company's Registration Statement on Form S-8 with respect to the Plan.
Very truly yours,
/s/Thompson Hine & Flory P.L.L.
Thompson Hine & Flory P.L.L.
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Robbins & Myers, Inc. Savings Plan for Union
Employees of our reports (a) dated October 3, 1995 (expect for Subsequent Event
Note, as to which the date is October 24, 1995) with respect to the
consolidated financial statements and schedule of Robbins & Myers, Inc.
included in its Annual Report (Form 10-K) for the year ended August 31, 1995,
and (b) dated July 13, 1995, with respect to the financial statements and
schedules of the Robbins & Myers, Inc. Saving Plan for Union Employees of
Pfaudler included in the Plan's Annual Report (Form 11 - K) for the year ended
December 31, 1994, filed with the Securities and Exchange Commission.
/s/Ernest & Young LLP
January 16, 1996
<PAGE> 1
Exhibit 24.1
ROBBINS & MYERS, INC.
LIMITED POWER OF ATTORNEY
WHEREAS, Robbins & Myers, Inc., an Ohio corporation (the
"Company"), intends to file with the Securities and Exchange Commission a
Registration Statement on Form S-8 for the registration under the Securities
Act of 1933, as amended, of interests in the Robbins & Myers, Inc. Employee
Savings Plan and the Common Shares of the Company that may be issued pursuant
to such plan (the "Registration Statement");
NOW, THEREFORE, the undersigned, in his capacity as a director
of the Company, hereby appoints Daniel W. Duval and George M. Walker, and each
of them his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name, place and stead, as
aforesaid, the Registration Statement and any post-effective amendment thereto,
and any and all other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission.
Such attorneys shall have full power and authority to do and perform, in the
name and on behalf of the undersigned, every act whatsoever necessary or
desirable to be done, as fully to all intents and purposes as the undersigned
might or could do in person. The undersigned hereby ratifies and approves the
acts of said attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 28th day
of June, 1995.
<TABLE>
<S> <C>
/s/Thomas P. Loftis /s/Robert J. Kegerreis
- --------------------------------- ---------------------------------
Thomas P. Loftis Robert J. Kegerreis
/s/Maynard H. Murch, IV /s/William D. Manning, Jr.
- ---------------------------- -------------------------------
Maynard H. Murch, IV William D. Manning, Jr.
/s/John N. Taylor, Jr. /s/Jerome F. Tatar
- -------------------------------- ---------------------------------
John N. Taylor, Jr. Jerome F. Tatar
</TABLE>
