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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[x] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended *Commission File Numbers
December 31, 1995 33-32103 and 33-49466
- ------------------------- ------------------------
ROBBINS & MYERS, INC. EMPLOYEE SAVINGS PLAN
(Name of Plan)
- --------------------------------------------------------------------------------
ROBBINS & MYERS, INC.
1400 Kettering Tower
Dayton, Ohio 45423
(513)222-2610
(Name of Issuer of Security, held pursuant to Plan and address of its principal
executive office)
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*The Plan is presently covered by two Registration Statements on Form S-8 and
this Report relates to both Registration Statements.
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REQUIRED INFORMATION
--------------------
The Robbins & Myers, Inc. Employee Savings Plan (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) Report of Independent Auditors.
(b) Statement of Net Assets Available for Plan Benefits -
December 31, 1995 and August 31, 1995;
(c) Statement Changes in Assets Available for Plan Benefits - for the
four months ended December 31, 1995 and the year ended August 31, 1995;
(d) Notes to Financial Statements; and
(e) Schedule of Transactions or Series of Transactions in Excess of 5
percent of the Current Value of Plan Assets for the year ended December 31,
1995.
The consent of Independent Auditors to the incorporation by
reference of the foregoing financial statements in the
Registration Statements on Form S-8 (No. 33-32103 and No. 33-
49466) pertaining to the Plan 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 have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROBBINS & MYERS, INC. EMPLOYEE
SAVINGS PLAN
By /s/ George M. Walker
Name: George M. Walker
Title: Member, Corporate
Benefits Committee
Dated: June 28, 1996
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INDEX TO EXHIBITS
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The following Exhibits are being filed with this Annual Report on Form
11-K:
Exhibit
- -------
(23) CONSENT OF EXPERTS AND COUNSEL
23.1 Consent of Ernst & Young LLP
(99) ADDITIONAL EXHIBITS
99.1 Audited Financial Statements of
Robbins & Myers, Inc. Employee Savings
Plan for the four months ended December 31, 1995
and the year ended August 31, 1995
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EXHIBIT 23.1
Consent of Independent Auditors
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Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statements (Form S-8 No's. 33-32103 and 33-49466) pertaining to the
Robbins & Myers, Inc. Employee Savings Plan of our report dated May 8, 1996,
with respect to the financial statements and schedule of the Robbins & Myers,
Inc. Employee Savings Plan included in this Annual Report (Form 11-K) for the
year ended December 31, 1995.
Dayton, Ohio /s/Ernst & Young LLP
June 28, 1996
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<PAGE> 1
EXHIBIT 99.1
Audited Financial Statements.
<PAGE> 2
Audited Financial Statements
and Supplemental Schedule
Robbins & Myers, Inc.
Employee Savings Plan
For the four months ended December 31, 1995
and the year ended August 31, 1995
with Report of Independent Auditors
<PAGE> 3
Robbins & Myers, Inc.
Employee Savings Plan
Audited Financial Statements
and Supplemental Schedule
For the four months ended December 31, 1995
and the year ended August 31, 1995
CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors............................................................................1
Audited Financial Statements
Statement of Net Assets Available for Plan Benefits--December 31, 1995....................................2
Statement of Net Assets Available for Plan Benefits--August 31, 1995......................................3
Statement of Changes in Net Assets Available for Plan Benefits--December 31, 1995.........................4
Statement of Changes in Net Assets Available for Plan Benefits--August 31, 1995...........................5
Notes to Financial Statements.............................................................................6
Supplemental Schedule
Transactions or Series of Transactions in Excess of 5 percent of the
Current Value of Plan Assets...........................................................................9
</TABLE>
<PAGE> 4
Report of Independent Auditors
Corporate Benefits Committee
Robbins & Myers, Inc.
We have audited the accompanying statements of net assets available for plan
benefits of the Robbins & Myers, Inc. Employee Savings Plan (the Plan) as of
December 31, 1995 and August 31, 1995 and the related statements of changes in
net assets available for plan benefits the four months ended December 31, 1995
and for the year ended August 31, 1995. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As described in Note 1 to the financial statements, the Board of Directors of
Robbins & Myers, Inc. voted to terminate the Robbins & Myers, Inc. Employee
Savings Plan and merge the investments with the Robbins & Myers, Inc. Savings
Plan for Salaried Employees of Chemineer, Edlon and Pfaudler.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Robbins
& Myers, Inc. Employee Savings Plan at December 31, 1995 and August 31, 1995,
and the changes in its net assets available for plan benefits for the four
months ended December 31, 1995 and for the year ended August 31, 1995, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of
transactions or series of transactions in excess of 5 percent of the current
value of plan assets for the four months ended December 31, 1995 is presented
for purposes of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedule
has been subjected to the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements is as a whole.
May 8, 1996 /s/ Ernst & Young LLP
Dayton, Ohio
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Robbins & Myers, Inc. Employee Savings Plan
Statement of Net Assets Available for Plan Benefits
December 31, 1995
<TABLE>
<CAPTION>
Company Fixed New
Stock Equity Income Horizons Participant
Fund Fund Fund Fund Loans Total
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments at fair value $ - $ - $ - $ - $ - $ -
Employee contribution receivable - - - - - -
Employer contributions receivable - - - - - -
Loans receivable from participants - - - - - -
-----------------------------------------------------------------------------
Net assets available for plan benefits $ - $ - $ - $ - $ - $ -
=============================================================================
</TABLE>
See accompanying notes.
2
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Robbins & Myers, Inc. Employee Savings Plan
Statement of Net Assets Available for Plan Benefits
August 31, 1995
<TABLE>
<CAPTION>
Company Fixed New
Stock Equity Income Horizons Participant
Fund Fund Fund Fund Loans Total
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments at fair value $2,336,010 $3,035,811 $2,870,953 $1,308,574 $ - $9,551,348
Employee contribution receivable 6,230 20,935 21,576 9,704 - 58,445
Employer contributions receivable 63,110 - - - - 63,110
Loans receivable from participants - - - - 367,414 367,414
-----------------------------------------------------------------------------------
Net assets available for plan benefits $2,405,350 $3,056,746 $2,892,529 $1,318,278 $367,414 $10,040,317
===================================================================================
</TABLE>
See accompanying notes.
3
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Robbins & Myers, Inc. Employee Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the four months ended December 31, 1995
<TABLE>
<CAPTION>
Company Fixed New
Stock Equity Income Horizons Participant
Fund Fund Fund Fund Loans Total
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions
Contributions from employees $ 42,400 $ 47,754 $ 93,382 $ 138,331 $ - $ 321,867
Contributions from employer 153,379 - - - - 153,379
Interest and dividend income 2,478 130,013 45,414 154,902 - 332,807
Dividend income--Robbins & Myers, Inc. stock
7,068 - - - - 7,068
Participant loans granted - - - - 69,000 69,000
Transfers between funds 385,357 376,925 (779,827) 24,287 (6,742) -
---------------------------------------------------------------------------------
590,682 554,692 (641,031) 317,520 62,258 884,121
Deductions
Participant withdrawals 103,152 91,362 131,401 127,467 - 453,382
Transfer to Robbins & Myers, Inc. Savings Plan for
Salaried Employees of Chemineer, Edlon and
Pfaudler 2,942,046 3,732,881 2,120,097 1,498,270 380,876 10,674,170
Repayment of loan principal - - - - 48,796 48,796
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Net (deductions) (2,454,516 (3,269,551) (2,892,529) (1,308,217) (367,414) (10,292,227)
Net realized and unrealized appreciation
(depreciation) in fair value of investments 49,166 212,805 - (10,061) - 251,910
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Net (decrease) (2,405,350 (3,056,746) (2,892,529) (1,318,278) (367,414) (10,040,317)
Net assets available for plan benefits at
beginning of period 2,405,350 3,056,746 2,892,529 1,318,278 367,414 10,040,317
---------------------------------------------------------------------------------
Net assets available for plan benefits at end of
period $ - $ - $ - $ - $ - $ -
=================================================================================
</TABLE>
See accompanying notes.
4
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Robbins & Myers, Inc. Employee Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits
Year ended August 31, 1995
<TABLE>
<CAPTION>
Company Fixed
Stock Equity Income New Participant
Fund Fund Fund Horizons Fund Loans Total
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Contributions from employees $ 128,518 $ 269,978 $ 290,230 $ 124,205 $ - $ 812,931
Contributions from employer 245,107 - - - - 245,107
Interest and dividend income 7,470 236,528 178,801 86,727 - 509,526
Dividend income--Robbins & Myers, Inc.
stock 22,755 - - - - 22,755
Participant loans granted - - - - 202,700 202,700
Transfers between funds 146,925 (133,945) 5,357 (12,670) (5,677) -
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550,775 372,561 474,388 198,262 197,033 1,793,019
DEDUCTIONS
Participant withdrawals 76,945 248,187 475,816 89,285 - 890,233
Repayment of loan principal - - - - 167,774 167,774
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Net additions (deductions) 473,830 124,374 (1,428) 108,977 29,259 735,012
Net realized and unrealized appreciation
in fair value of investments
692,618 241,964 - 311,122 - 1,245,704
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Net increase (decrease) 1,166,448 366,338 (1,428) 420,099 29,259 1,980,716
Net assets available for plan benefits
at beginning of year 1,238,902 2,690,408 2,893,957 898,179 338,155 8,059,601
--------------------------------------------------------------------------------------------
Net assets available for plan benefits
at end of year $ 2,405,350 $3,056,746 $ 2,892,529 $ 1,318,278 $367,414 $10,040,317
============================================================================================
</TABLE>
See accompanying notes.
5
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See accompanying notes.
6
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Robbins & Myers, Inc. Employee Savings Plan
Notes to Financial Statements
December 31, 1995
1. SIGNIFICANT ACCOUNTING POLICIES
As of December 31, 1995, the total investments in the Robbins & Myers, Inc.
Employee Savings Plan were merged into the investments in the Robbins & Myers,
Inc. Savings Plan for Salaried Employees of Chemineer, Edlon and Pfaudler.
Robbins & Myers, Inc. Employee Savings Plan's (the Plan's) financial statements
are prepared on the accrual basis of accounting. The preparation of financial
statements in conformity with generally accepted accounting principles requires
the use of management's estimates.
The Plan offers participating employees five different investment options: the
Company Stock Fund, which invests in stock of the Company; the T. Rowe Price
Equity Income Fund, which invests primarily in dividend-paying common stocks of
established companies; the T. Rowe Price New Horizons Fund, which invests
primarily in common stocks of small, rapidly growing companies; the T. Rowe
Price Stable Value Fund, which invests in insurance company guaranteed-insurance
contracts; and the T. Rowe Price United States Treasury Fund, which invests in
United States treasury bills.
The common stock of Robbins & Myers, Inc. (the Company) is valued at closing
market price. Investments in the T. Rowe Price pooled funds (Equity Fund and New
Horizons Fund) are carried at current value as determined by the valuation at
market of net assets applicable to outstanding units of the T. Rowe Price pooled
funds. The T. Rowe Price Stable Value Fund and the United States Treasury Fund
(Fixed Income Fund) are valued at cost which approximates market.
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan. Employees of the Fluids Handling Group
and corporate staff who have completed six months of service are eligible to
participate in the Plan, except: (i) those individuals covered by a collective
bargaining agreement, (ii) leased employees, and (iii) foreign employees who
receive no U.S. service income. Contributions made to the Plan are comprised of
employee and employer contributions. Employees may elect to have up to 12
percent of their compensation deducted and contributed to the Plan. Participants
receive a 40 percent match of their contribution on the first 6 percent of their
compensation. In addition to the matched contribution percentage, an annual
discretionary contribution, based on Company performance, of up to an additional
10 percent of matched contributions may be made.
6
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Robbins & Myers, Inc. Employee Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
Participant contributions can be invested in any of the funds at the option of
the participant. Quarterly, the participants have the opportunity to change
options previously selected. All employer contributions are invested in the
common stock of the Company and are included in the Company Stock Fund.
All expenses incident to the operation and management of the Plan are to be paid
by the Company. The Company has the right to terminate the Plan and to
discontinue contributions without liability. In the event of termination of the
Plan, the assets of the trust are to be allocated based upon the proportionate
interest of each person in the Plan as of the date of termination or
discontinuance.
Participant contributions and related earnings thereon are immediately vested.
Employer contributions become vested at a rate of 20 percent per year and are
fully vested after five full years of continuous service. Forfeitures of
nonvested employer contributions are used to reduce future employer
contributions.
Prior to the December 31, 1995 investment transfer, there were 253 employees
participating in the Plan.
3. INVESTMENTS
The Plan's investments are held by T. Rowe Price Investment Services Company.
The fair value of individual investments that represent 5 percent or more of the
Plan's net assets are as follows:
<TABLE>
<CAPTION>
December 31, August 31,
1995 1995
----------------------------------------
<S> <C> <C>
Robbins & Myers, Inc. common stock $ - $ 2,336,010
T. Rowe Price Equity Income Fund - 3,035,811
T. Rowe Price Stable Value Fund - 2,756,668
T. Rowe Price New Horizons Fund - 1,308,574
</TABLE>
7
<PAGE> 12
Robbins & Myers, Inc. Employee Savings Plan
Notes to Financial Statements (continued)
4. TRANSACTIONS WITH PARTIES-IN-INTEREST
During the four month period ended December 31, 1995, the Plan purchased 21,803
shares for $670,955 and distributed 5,117 shares of Robbins & Myers, Inc. common
stock (31,119 shares purchased for $652,244 and 7,651 shares distributed in
fiscal year ended August 31, 1995).
5. INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan, as amended, qualifies
under Section 401(a) of the Internal Revenue Code (IRC) and is, therefore, not
subject to tax under present income tax laws. Once qualified, the Plan is
required to operate in conformity with the IRC to maintain its qualification.
During fiscal year 1992, the Plan was amended. A tax ruling or determination
letter involving this amendment has not been obtained. The Corporate Benefits
Committee is not aware of any course of action or series of events that have
occurred that might adversely affect the Plan's qualified status.
A participant in the Plan makes contributions from pretax income, which reduces
the amount of a participant's current compensation that would otherwise be in
taxable income for federal income tax purposes. The income accruing to the
participant's account is not subject to federal income tax until the participant
makes a partial or complete withdrawal from the account. Employer contributions
made for the benefit of the participant, as required by the Plan, are not
subject to federal income tax until the participant makes a partial or complete
withdrawal from the account.
The foregoing is only a summary and applies only to federal income taxes. The
law on which the above discussion is based is subject to change at any time.
Employees should consult their own tax advisers concerning the application of
federal taxes, as well as any state or local taxes, applicable to their
particular situations.
8
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Robbins & Myers, Inc. Employee Savings Plan
Transactions or Series of Transactions in Excess of 5 Percent of the Current
Value of Plan Assets
For the four months ended December 31, 1995
There were no category (i), (ii), (iii), or (iv) reportable transactions during
the four months ended December 31, 1995.
9
