<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for use of Commission only (as permitted by Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ROBBINS & MYERS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ROBBINS & MYERS, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Not Applicable
(2) Aggregate number of securities to which transaction applies:
Not Applicable
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
Not Applicable
(4) Proposed maximum aggregate value of transaction:
Not Applicable
(5) Total fee paid:
Not Applicable
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
Not Applicable
(2) Form, schedule or registration statement no.:
Not Applicable
(3) Filing party:
Not Applicable
(4) Date filed:
Not Applicable
<PAGE> 2
[Robbins & Myers Logo]
ROBBINS & MYERS, INC.
1400 Kettering Tower
Dayton, Ohio 45423
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 11, 1996
------------------
To the Shareholders of
ROBBINS & MYERS, INC.:
The Annual Meeting of Shareholders of Robbins & Myers, Inc. will be held at
the Kettering Tower, 12th Floor, Second and Main Streets, Dayton, Ohio, on
Wednesday, December 11, 1996, at 11:00 o'clock a.m., E.S.T., for the purpose of
considering and voting upon:
1. Election of three directors for a two-year term;
2. Approval of the Company's Senior Executive Annual Cash Bonus Plan;
3. Approval of Amendments to the Company's 1994 Long-Term Incentive
Stock Plan;
4. Approval of the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending August 31, 1997; and
5. Transaction of such other business as may properly come before the
meeting or any adjournments thereof.
Shareholders are requested to mark, date, sign and return the enclosed
proxy in the envelope provided. Prompt response is helpful, and your cooperation
will be appreciated.
By Order of the Board of
Directors,
JOSEPH M. RIGOT
Secretary
Dayton, Ohio
November 13, 1996
<PAGE> 3
[Logo]
ROBBINS & MYERS, INC.
1400 Kettering Tower
Dayton, Ohio 45423
------------------
PROXY STATEMENT FOR 1996 ANNUAL MEETING OF SHAREHOLDERS
------------------
GENERAL INFORMATION
This Proxy Statement is furnished to shareholders of Robbins & Myers, Inc.,
an Ohio corporation (hereinafter the "Company"), in connection with the
solicitation by its Board of Directors of proxies to be used at the Annual
Meeting of Shareholders to be held on December 11, 1996 and any adjournments
thereof. The Company has one class of shares outstanding, namely common shares,
of which there were 10,726,032 outstanding at the close of business on October
22, 1996. The close of business on October 22, 1996 has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the Annual Meeting, and each such shareholder is entitled to one vote per
share.
All common shares represented by properly executed proxies received by the
Board of Directors pursuant to this solicitation will be voted in accordance
with the shareholder's directions specified on the proxy. If no directions have
been specified by marking the appropriate squares on the accompanying proxy
card, the shares will be voted in accordance with the Board of Directors'
recommendations. A shareholder signing and returning the accompanying proxy has
power to revoke it at any time prior to its exercise by delivering to the
Company a later dated proxy or by giving notice to the Company in writing or in
open meeting but without affecting any vote previously taken.
To constitute a quorum at the Annual Meeting, the presence, in person or by
properly executed proxy, of the holders of one-third of the Company's
outstanding shares is necessary for the election of directors and the presence
of the holders of a majority of the outstanding shares is necessary for any
other purpose. Shares represented by proxies received by the Company will be
counted as present at the Annual Meeting for the purpose of determining the
existence of a quorum, regardless of how or whether such shares are voted on a
specific proposal. Abstentions will be treated as votes cast on a particular
matter as well as shares present at the Annual Meeting. Where nominee
shareholders do not vote on specific issues because they did not receive
specific instructions on such issues from the beneficial owners of such shares
("Broker Nonvotes"), such Broker Nonvotes will not be treated as either votes
cast or shares present.
This Proxy Statement and the accompanying proxy were first mailed to
shareholders on or about November 13, 1996.
<PAGE> 4
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into two classes, with one
class being comprised of three directors and the other class being comprised of
four directors. One class of directors is elected at each Annual Meeting of
Shareholders for a term of two years.
At the 1996 Annual Meeting, shareholders will elect three directors who
will hold office until the Annual Meeting of Shareholders in 1998. The three
persons who have been nominated by the Board of Directors are Daniel W. Duval,
Thomas P. Loftis and Jerome F. Tatar, all of whom are presently members of the
Board and are nominated to succeed themselves.
Under the statutes of Ohio, if any shareholder gives notice in writing to
the President, a Vice President or the Secretary of the Company, not less than
48 hours before the time fixed for holding the meeting, that he desires the
voting at the election of directors to be cumulative, and if an announcement of
the giving of such notice is made upon the convening of the meeting by the
Chairman of the meeting or the Secretary of the Company or by or on behalf of
the shareholder giving such notice, each shareholder shall have the right to
cumulate his voting power in the election of directors. Under cumulative voting,
each shareholder is entitled to give one candidate as many votes as the number
of directors to be elected multiplied by the number of his shares, or to
distribute his votes on the same principle among two or more candidates.
In the event that directors are elected by cumulative voting and the
cumulated votes represented by proxies given to the Board of Directors are
insufficient to elect all the nominees of the Board, then the Board's proxy
agents will vote such proxies cumulatively for the election of as many of the
nominees named below as possible, and in such order as the proxy agents may
determine. The order in which proxies may be cumulated by the proxy agents will
depend on a number of factors, including the number of directors that can be
elected based upon the shares voted for the Board's nominees and the manner in
which shareholders cumulate their votes in favor of particular candidates.
Set forth below is certain information about the three nominees for
election as directors and the directors whose terms of office continue after the
1996 Annual Meeting.
2
<PAGE> 5
NOMINEES FOR TERM OF OFFICE EXPIRING IN 1998
DANIEL W. DUVAL DIRECTOR SINCE 1986
Mr. Duval, 60, has been President and Chief Executive Officer of the
Company since December 1986. He was President and Chief Operating Officer of
Midland-Ross Corporation (a manufacturer of electrical, electronic and aerospace
products and thermal systems) from July 1983 to 1986. Mr. Duval is a Director of
Arrow Electronics, Inc. and National City Bank, Dayton, N.A.
THOMAS P. LOFTIS DIRECTOR SINCE 1987
Mr. Loftis, 52, has been engaged in commercial real estate development,
brokerage and consulting with Midland Properties, Inc. since 1980. Mr. Loftis
has been a general partner of M.H.M. & Co., Ltd. (investments) since 1986.
JEROME F. TATAR DIRECTOR SINCE 1991
Mr. Tatar, 49, has been President and Chief Operating Officer and a
director of The Mead Corporation (forest products) since April 1996. From July
1994 to April 1996, he was Vice President -- Operating Officer of The Mead
Corporation. From November 1986 to July 1994, he was President of the Mead Fine
Paper Division of The Mead Corporation.
3
<PAGE> 6
DIRECTORS CONTINUING IN OFFICE UNTIL 1997
ROBERT J. KEGERREIS, PH.D. DIRECTOR SINCE 1972
Dr. Kegerreis, 75, served as President of Wright State University from July
1973 to June 1985. He is currently a management consultant and has served as
Executive Director of the Arts Center Foundation, Dayton, Ohio, since 1989. Dr.
Kegerreis is a director of The Elder-Beerman Stores Corporation and Energy
Innovations Inc.
WILLIAM D. MANNING, JR. DIRECTOR SINCE MARCH 1995
Mr. Manning, 62, was Senior Vice President of The Lubrizol Corporation
(industrial chemicals) from 1985 to his retirement in April 1994. He is
currently a management consultant. Mr. Manning is a director of Fletcher Paper
Company, Park Avenue Marble Company, and Unifrax Corporation.
MAYNARD H. MURCH IV DIRECTOR SINCE 1977
Mr. Murch, 52, has been Chairman of the Board of the Company since July
1979. He is President and Chief Executive Officer of Maynard H. Murch Co., Inc.
(investments) which is managing general partner of M.H.M. & Co., Ltd.
(investments). Since 1976, Mr. Murch has been Vice President of Parker/Hunter,
Incorporated (dealer in securities), a successor firm to Murch and Co., Inc., a
securities firm which Mr. Murch had been associated with since 1968. Mr. Murch
is a director of United Screw and Bolt Corporation and Lumitex, Inc.
JOHN N. TAYLOR, JR. DIRECTOR SINCE 1988
Mr. Taylor, 61, has been Chairman and Chief Executive Officer since August
1986 and was President from October 1974 until August 1986 of Kurz-Kasch, Inc.
(a manufacturer of custom thermoset plastics). He was also Chairman and Chief
Executive Officer of Component Technology Corp. (a manufacturer of plastic-based
assemblies) from 1982 to June 1989. Mr. Taylor is a director of LSI Industries,
Inc.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
There were eight meetings of the Board of Directors during fiscal 1996. The
Board of Directors has two committees: the Audit Committee [comprised of Messrs.
Taylor (Chairman), Loftis, and Kegerreis], which held two meetings in fiscal
1996, and the Compensation Committee [comprised of Messrs. Kegerreis (Chairman),
Tatar and Manning], which held three meetings in fiscal 1996.
The Audit Committee meets with Company personnel and with representatives
of Ernst & Young LLP, the Company's independent auditors, to review internal
auditing procedures, matters relating to the annual audit of the Company's
financial statements, and compliance with the Company's Code of Business
Conduct. The Committee reports its findings and recommendations to the Board of
Directors.
The Compensation Committee is responsible for developing and administering
the Company's executive compensation policies and programs and for setting the
compensation of executive officers. The Committee also acts in an advisory
capacity to the Board of Directors in all matters relating to the creation,
administration or modification of employee compensation policies and procedures.
4
<PAGE> 7
Directors who are not employees of the Company received an annual stipend
of $23,000 ($25,000 in fiscal 1997) for services as a director. Directors who
are also committee chairmen receive an additional $2,000 per year. Under the
Company's 1994 Directors Stock Compensation Plan, 50% of a non-employee
director's compensation, unless a director elects otherwise, is paid to him in
restricted shares of the Company. Restricted shares are issued on the first day
of the Company's fiscal year and become no longer subject to any restrictions if
the recipient is a director on the last day of the Company's fiscal year. All
non-employee directors participated in such plan in fiscal 1996. The Company
also has a Stock Option Plan for Non-Employee Directors, adopted by shareholders
of the Company on December 13, 1995, under which a maximum of 60,000 shares may
be subject to options granted to non-employee directors. Under the plan, each
non-employee director receives a 4,000 share option on the date he becomes a
director and an additional 2,000 share option on the date a director is elected
to the Board for a new term of office. The option price per share is equal to
the fair market value of a share on the date the option is granted. In fiscal
1996, options to purchase 2,000 shares at $14.875 per share were granted to each
of Messrs. Kegerreis, Taylor and Manning on December 13, 1995.
During fiscal 1996, each director attended at least 90% of the meetings of
the Board of Directors and the committees on which he served.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires directors and
executive officers of the Company and owners of more than 10% of the Company's
common shares to file an initial ownership report with the Securities and
Exchange Commission and a monthly or annual report listing any subsequent change
in their ownership of common shares. The Company believes, based on information
provided to the Company by the persons required to file such reports, that all
filing requirements applicable to such persons during the period from September
1, 1995 through August 31, 1996 were met.
5
<PAGE> 8
SECURITY OWNERSHIP
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is information as of October 22, 1996 concerning common
shares of the Company beneficially owned by each director, each executive
officer named in the Summary Compensation Table, and directors and executive
officers as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY
OWNED AS OF PERCENT OF
INDIVIDUAL OR GROUP 10/22/96(1) CLASS
- ------------------------------------- ----------------- ----------
<S> <C> <C>
Daniel W. Duval...................... 287,874 2.6%
Robert J. Kegerreis.................. 26,208 (5)
Thomas P. Loftis..................... 32,523(2) (5)
William D. Manning, Jr............... 9,733 (5)
Maynard H. Murch IV.................. 3,089,789(3) 28.8%
Jerome F. Tatar...................... 13,227 (5)
John N. Taylor, Jr................... 151,568(4) 1.4%
Gerald L. Connelly................... 88,919 (5)
George M. Walker..................... 122,449 1.1%
Howard O. Royer...................... 5,993 (5)
Directors and Executive Officers
as a Group (12 persons)............ 3,831,534 34.8%
<FN>
- ---------------
(1) Unless otherwise indicated, total voting power and total investment power
are exercised by each individual and/or a member of his household. Shares
which a person may acquire within 60 days of October 22, 1996 are treated as
"beneficially owned" and the number of such shares included in the table for
each person were: Mr. Duval -- 148,499; Dr. Kegerreis -- 10,000; Mr.
Loftis -- 8,000; Mr. Manning -- 6,000; Mr. Murch -- 10,000; Mr.
Tatar -- 8,000; Mr. Taylor -- 10,000; Mr. Connelly -- 19,066; Mr.
Walker -- 67,933; Mr. Royer -- 1,333; and directors and executive officers
as a group -- 289,491.
(2) Includes 12,068 shares with respect to which Mr. Loftis has sole voting and
shared investment power and 1,024 shares with respect to which he has shared
voting and investment power.
(3) Includes 32,000 shares with respect to which Mr. Murch has sole voting and
shared investment power and 2,994,254 shares beneficially owned by M.H.M. &
Co., Ltd. See Footnote (1) in the following section.
(4) Includes 25,200 shares held of record in the name of K-K Realty Co., of
which Mr. Taylor is the general partner.
(5) Less than 1%.
</TABLE>
6
<PAGE> 9
PRINCIPAL SHAREHOLDER
Set forth below is certain information about the only person known by the
Board of Directors of the Company to be a beneficial owner of more than 5% of
the outstanding common shares of the Company as of October 22, 1996.
<TABLE>
<CAPTION>
NUMBER OF COMMON
SHARES BENEFICIALLY PERCENT OF
NAME AND ADDRESS OWNED AS OF 10/22/96 CLASS
- --------------------------------- ------------------------ ---------------
<S> <C> <C>
M.H.M. & Co., Ltd. (1) 2,994,254 27.9%(1)
830 Hanna Building
Cleveland, OH 44115
<FN>
- ---------------
(1) M.H.M. & Co., Ltd. is an Ohio limited partnership (the "Partnership").
Maynard H. Murch Co., Inc. is the managing general partner, and Thomas P.
Loftis is the other general partner, of the Partnership. Partnership
decisions with respect to the voting and disposition of Company shares are
determined by Maynard H. Murch Co., Inc., whose board of directors is
comprised of Maynard H. Murch IV and Robert B. Murch, who are brothers, and
Creighton B. Murch, who is their first cousin.
</TABLE>
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board is responsible for the development
and administration of the Company's compensation policies and programs and for
setting the compensation of executive officers. The Committee is comprised of
three directors who are not present or past employees of the Company.
OBJECTIVES AND POLICIES
The Committee seeks to:
- Provide levels of total compensation that are competitive with
comparable industrial companies;
- Provide incentives for achievement of the Company's annual and
long-term performance goals;
- Reward both Company and individual performance;
- Attract and retain key executives critical to the Company's long-term
success; and
- Align the interests of executives with those of shareholders.
The key components of the executive compensation program utilized to
achieve these objectives are salary, annual incentive awards, stock options, and
restricted stock awards.
7
<PAGE> 10
BASE SALARY
The Company provides executive officers base salaries which are competitive
in the marketplace based on survey information prepared for the Committee by
independent compensation consultants. The salary structure is regularly adjusted
to maintain a salary range slightly above the survey median. Salaries for each
executive are annually reviewed by the Committee and may be adjusted at that
time on the basis of changes in salary structure, Company financial performance,
and individual performance.
ANNUAL INCENTIVE OPPORTUNITY
The fiscal 1996 incentive plan provided for the payment of bonuses to
executive officers contingent upon the achievement of pre-established financial
targets and individual objectives. Financial targets are established for each
fiscal year in support of the Company's annual business plan and are primarily
based on targeted revenue growth, improved profitability and cash flow for the
year. If such financial targets and individual objectives are accomplished or
surpassed, executive officers will be eligible to receive target awards ranging
from 30% to 60% of base salary depending upon their position level under the Hay
Position Evaluation System. Actual awards can range from zero to two times the
target award based on actual performance.
STOCK OPTIONS
Under the Company's 1994 Long Term Incentive Stock Plan, stock options may
be granted to executive officers. Options are granted annually at the fair
market value of the Company's shares on the date of grant, exercisable in three
annual installments. The Committee determines the number of shares, if any, to
be granted to each executive based on (i) the executive's ability to impact the
Company's financial results; (ii) the executive's performance; and (iii)
expectations of executive's future contributions.
1994 LONG-TERM INCENTIVE STOCK PLAN
The Committee, under the 1994 Long-Term Incentive Stock Plan, in September
1993 made performance share awards to executive officers. As a group, named
executive officers (other than Mr. Duval) earned 56,000 performance shares for
the three-year performance period September 1, 1993 through August 31, 1996
based on the Company's total shareholder return compared to the total return for
the Russell 2000. These earned performance shares were issued as restricted
shares which the executive could forfeit should he leave employment of the
Company prior to August 31, 1998.
The Committee, under the Plan, made additional performance share awards to
executive officers for the performance period September 1, 1996 through August
31, 1999. An executive will actually earn his performance shares based on how
favorably the total return on Company shares for this three-year performance
period compares to the total return of the Russell 2000 Company Group for the
same period.
8
<PAGE> 11
POLICY ON DEDUCTIBILITY OF COMPENSATION
The Compensation Committee is continuing to review the implications of
Section 162(m) of the Internal Revenue Code and the Treasury Regulations under
that section. Section 162(m) limits to $1,000,000 the amount that may be
deducted by a publicly-held company for compensation paid or accrued each year
to each of its five most highly-paid executive officers. Federal law excludes
compensation from the $1,000,000 limit if it is paid under specified conditions,
including that the compensation is based on performance goals determined by a
committee of "outside" directors and approved by the Company's shareholders. The
Senior Executive Annual Cash Bonus Plan, as well as the amendments to the 1994
Long-Term Incentive Stock Plan, which are being submitted for approval by
shareholders at the Annual Meeting, are designed to comply with the criteria
under Section 162(m) for performance-based compensation plans. The Committee's
present intention is to comply in the future with Section 162(m) unless the
Committee believes that such compliance would not be in the best interests of
the Company and its shareholders.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
For fiscal 1996, Mr. Duval's base salary increased from $325,000 to
$375,000. He also was awarded a fiscal 1996 annual incentive payment equal to
100% of his base salary. The Committee considered, in addition to his strong
personal leadership, his contributions to the continued significant improvement
in the Company's financial results and the successful restructuring of the
Company's capital structure.
During fiscal 1996 the Committee granted Mr. Duval options to purchase
27,000 common shares. This represents the normal annual grant under the 1994
Long Term Incentive Stock Plan. In determining the size of the award, the
Committee evaluated the improvement in total shareholder return and
accomplishments of major strategic objectives as well as Mr. Duval's potential
for influencing future results. Consideration was also given to the relationship
of previous grants and his total number of outstanding options.
Mr. Duval also earned 60,000 performance shares under the 1994 Long-Term
Incentive Stock Plan for the performance period September 1, 1993 through August
31, 1996, based on the total return for the Company equal to 81.3 percentile of
the total return for the Russell 2000 Company Group. Mr. Duval was issued 25,260
as restricted shares and the remaining 34,740 performance shares will be issued
to him as restricted shares at a later date.
Through the use of annual incentive awards based primarily upon Company
performance and restricted stock and stock option grants which become more
valuable as the value of the Company's common shares increases, the Committee
believes its compensation policies for executive officers, including the Chief
Executive Officer, effectively tie executive compensation to the Company's
performance and shareholder value.
THE COMPENSATION COMMITTEE
ROBERT J. KEGERREIS, Chairman
WILLIAM D. MANNING, JR.
JEROME F. TATAR
9
<PAGE> 12
EXECUTIVE COMPENSATION
The following sections of this proxy statement set forth compensation
information relating to the Chief Executive Officer and the only other executive
officers of the Company at August 31, 1996 whose salary and bonus for the
Company's fiscal year ended August 31, 1996 exceeded $100,000. All information
is presented on a fiscal year basis.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-------------------------------
AWARDS
---------------- PAYOUTS
ANNUAL COMPENSATION NUMBER OF SHARES ----------
NAME AND --------------------- UNDERLYING LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS PAYOUT(1) COMPENSATION(2)
- ----------------------------- -------- -------- ---------------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Daniel W. Duval, 1996 $375,000 $375,000 27,000 $1,320,000 $5,420
President and Chief 1995 325,000 300,000 27,000 -- 3,696
Executive Officer 1994 280,000 225,000 30,000 -- 3,966
Gerald L. Connelly, 1996 $236,000 $220,000 20,000 $ 704,000 $2,853
Vice President(3) 1995 210,000 200,970 14,000 -- 4,538
1994 34,000 66,500 36,000 -- --
George M. Walker, 1996 $189,000 $151,200 10,000 $ 528,000 $4,071
Vice President and 1995 180,000 130,000 10,000 -- 2,492
Chief Financial 1994 167,500 100,000 12,000 -- 2,668
Officer
Howard O. Royer, 1996 $115,000 $ 80,500 -0- -0- $4,783
Treasurer (3) 1995 -- -- -- -- --
1994 -- -- -- -- --
<FN>
- ---------------
(1) Represents the fair market value as of August 31, 1996 of restricted shares
earned under the Company's 1994 Long-Term Incentive Stock Plan for the
three-year performance period ended August 31, 1996.
(2) All amounts presented are Company contributions under its Employee Savings
Plan.
(3) Mr. Connelly became an employee and executive officer of the Company on July
1, 1994, and Mr. Royer returned to employment with the Company on May 1,
1995.
</TABLE>
FISCAL 1996 STOCK OPTION GRANTS
The following table sets forth information concerning stock options granted
in fiscal 1996 under the Company's 1994 Long-Term Incentive Stock Plan to the
executive officers named in the Summary Compensation Table. The table also sets
forth the hypothetical gains that would exist for the options at the end of
their ten-year terms, assuming
10
<PAGE> 13
compound rates of stock appreciation of 0%, 5%, and 10%. The actual future value
of the options will depend on the market value of the Company's common shares.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
--------------------------------------------------------------- POTENTIAL REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL RATES OF STOCK
NUMBER OF OPTIONS PRICE APPRECIATION FOR OPTION
SHARES GRANTED TO TERM (2)
UNDERLYING EMPLOYEES IN EXERCISE EXPIRATION -----------------------------
NAME OPTIONS GRANTED 1996 PRICE DATE 0% 5% 10%
- ---------------- --------------- ------------ --------- ------------ --- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Daniel W.
Duval......... 27,000 33% $ 22.38 6/24/06 $ 0 $380,016 $963,033
Gerald L.
Connelly...... 20,000 25% 22.38 6/24/06 -0- 281,493 713,359
George M.
Walker........ 10,000 12% 22.38 6/24/06 -0- 140,747 356,680
Howard O.
Royer......... -0- -- -- -- -- -- --
<FN>
- ---------------
(1) Under the Company's option plans, one-third of the shares subject to an
option may be purchased one year after the date of grant, two-thirds after
two years, and 100% after three years and the options have a 10-year term.
(2) The dollar amounts under these columns are the result of calculations at 0%
and at the 5% and 10% rates, assuming annual compounding, prescribed by
rules of the Securities and Exchange Commission and are not intended to
forecast possible appreciation, if any, of the Company's share price.
</TABLE>
OPTION EXERCISES IN FISCAL 1996 AND FISCAL YEAR-END OPTION VALUES
The following table sets forth for each of the persons named in the Summary
Compensation Table information concerning all exercises of options to purchase
Company shares during fiscal 1996 and the value of all unexercised options at
August 31, 1996.
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT 8/31/96 OPTIONS AT 8/31/96(2)
SHARES ACQUIRED VALUE ----------------------------- -----------------------------
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------- ---------------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Daniel W. Duval....... 80,000 $1,658,750 148,499 73,501 $2,173,822 $ 515,259
Gerald L. Connelly.... -0- -0- 19,066 50,934 213,629 340,291
George M. Walker...... 1,400 16,359 67,933 28,067 725,161 201,570
Howard O. Royer....... -0- -0- 1,333 2,667 11,331 22,670
<FN>
- ---------------
(1) Represents the excess of the market value of the acquired shares on the date
of exercise over the aggregate option price paid.
(2) Represents the excess of the market value at August 31, 1996 of the shares
subject to the options over the aggregate option exercise price.
</TABLE>
11
<PAGE> 14
LONG-TERM INCENTIVE PLAN -- AWARDS IN FISCAL 1996
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS OF
PERFORMANCE SHARES UNDER
NON-STOCK
PERFORMANCE PRICE-BASED PLANS(1)
NUMBER OF PERIOD UNTIL ---------------------------------------
PERFORMANCE MATURATION OR THRESHOLD TARGET MAXIMUM
NAME SHARES PAYOUT (#) (#) (#)
- ----------------------- ----------- -------------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
Daniel W. Duval........ 15,000 9/1/96-8/31/99 11,250 15,000 30,000
Gerald L. Connelly..... 11,200 9/1/96-8/31/99 8,400 11,200 22,400
George M. Walker....... 6,000 9/1/96-8/31/99 4,500 6,000 12,000
Howard O. Royer........ -0- -- -- -- --
<FN>
- ---------------
(1) Performance shares are issued based on how favorably the total shareholder
return on Company shares for the performance period compares to total
shareholder return of the Russell 2000 Company Group Index for the same
period. The threshold payout is achieved only if the Company's total
shareholder return for the performance period is at least equal to the
median return for such period for companies included in the Russell 2000;
the maximum payout is achieved only if the Company's total shareholder
return is equal to the eightieth percentile or higher. Any performance
shares issued at the end of the performance period are issued to the
executive as restricted shares which the executive could forfeit if he left
the employment of the Company within the next 24 months. The Russell 2000 is
the index which the Company uses for comparison in the "Performance Graph"
section of this proxy statement.
</TABLE>
PENSION PLAN
The Company has a noncontributory, defined benefit pension plan for
officers and other salaried employees (the "Pension Plan"). Retirement benefits
under the Pension Plan are calculated on the basis of the employee's average
annual compensation for the five highest calendar years during the employee's
last ten years of employment with reductions for credited years of service less
than 35. The maximum annual retirement benefit that could be paid under the
Pension Plan to any participant in the plan as a result of limitations imposed
under sections of the Internal Revenue Code is presently $120,000.
Compensation for the purpose of calculating retirement benefits includes
salary and bonuses (exclusive of deferred incentive compensation) and the total
amount of such compensation for executive officers for fiscal 1996 is set forth
in the Summary Compensation Table under the heading "Annual Compensation."
The Company also has a Supplemental Pension Plan (the "Supplemental Plan")
which provides supplemental retirement benefits for Messrs. Duval, Connelly,
Walker and other key employees as they obtain eligibility under the criteria
established by the Board for participation in the plan. The supplemental
retirement benefit is provided under terms and conditions similar to those under
the Pension Plan except the Supplemental Plan allows for the crediting of
additional years of service by the Committee. The supplemental retirement
benefit is equal to the excess of (i) the benefit that would have been payable
to the employee under the Pension Plan without regard to certain annual
retirement income and
12
<PAGE> 15
benefit limitations imposed by federal law and at the years of service credited
under the Supplemental Plan over (ii) the benefit payable to the employee under
the Pension Plan.
The following table shows the estimated maximum annual retirement benefits
payable at normal retirement (age 65) under the Pension Plan and Supplemental
Plan at selected compensation levels after various years of service. The
credited years of service for executive officers named in the Summary
Compensation Table is: Mr. Duval -- 12, Mr. Connelly -- 1.3, Mr. Royer -- 11,
and Mr. Walker -- 35. Amounts shown are straight life annuity amounts and are
not subject to any deduction for Social Security benefits to be received by the
employee.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT BENEFITS
FOR SPECIFIED YEARS OF SERVICE
FINAL AVERAGE -----------------------------------------------------------------
COMPENSATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$200,000................. $ 40,902 $ 54,536 $ 68,170 $ 81,804 $ 95,438
250,000................. 51,400 68,534 85,667 102,801 119,934
300,000................. 61,901 82,535 103,169 123,803 142,258
350,000................. 72,402 96,536 120,670 144,804 168,938
450,000................. 93,401 124,535 155,669 186,803 217,936
500,000................. 103,729 138,306 172,882 207,459 242,035
550,000................. 113,467 151,289 189,111 226,933 264,755
</TABLE>
OTHER
There is an employment agreement between the Company and Mr. Duval, which
provides for the payment of one year's salary in the event his employment as
Chief Executive Officer is terminated for reasons other than misconduct, except
that if such termination occurs after a change of control of the Company (as
defined in the agreement), his salary continues for a three year period.
13
<PAGE> 16
PERFORMANCE GRAPH
The following graph compares the cumulative total return to shareholders on
the Company's common shares for its last five fiscal years with the cumulative
total return of the Russell 2000 Company Group Index and the S&P Diversified
Machinery Index for the same periods. The graph depicts the value on August 31,
1996 of a $100 investment made on August 31, 1991 in company shares and each
index, with all dividends reinvested.
<TABLE>
<CAPTION>
Measurement Period Robbins & My- S&P Machinery
(Fiscal Year Covered) ers, Inc. Russell 2000 (Diversified)
<S> <C> <C> <C>
8/91 100 100 100
8/92 96 108 92
8/93 118 143 144
8/94 120 151 160
8/95 178 182 184
8/96 289 202 205
</TABLE>
APPROVAL OF SENIOR EXECUTIVE ANNUAL CASH BONUS PLAN
The Board of Directors of the Company has adopted the Senior Executive
Annual Cash Bonus Plan (the "Plan"), subject to approval by shareholders. The
Board recommends that shareholders approve the Plan at the Annual Meeting.
Shareholder approval is requested to ensure that annual incentive awards paid to
senior executives will be fully tax deductible as performance-based
compensation, as defined by the regulations under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"). A summary of the principal
features of the Plan is set forth below.
Under Section 162(m) of the Code, the amount which the Company may deduct
on its tax returns for compensation paid, or accrued with respect, to certain
"covered employees" (generally the chief executive officer and the four highest
paid executive officers other than the chief executive officer) in any taxable
year is generally limited to $1 million per individual. However, compensation
that qualifies as "performance-based compensation" is not subject to the $1
million deduction limit. In order for compensation to qualify as
14
<PAGE> 17
"performance-based" for this purpose, it must meet certain conditions, one of
which is that the material terms of the performance goals under which the
compensation is to be paid must be disclosed to and approved by shareholders.
Payment of any awards pursuant to the Plan is contingent on shareholder approval
of the Plan. If such approval is not obtained, no awards will be paid under this
Plan.
The persons who are eligible to be selected to participate in the Plan are
employees of the Company and its subsidiaries who are executive officers of the
Company and whose annual incentive compensation for any taxable year of the
Company commencing on or after September 1, 1996 the Committee anticipates would
not be deductible by the Company in whole or in part unless the incentive
compensation qualifies as "performance-based" under Section 162(m)(4)(C) of the
Code, including members of the Board of Directors who are such employees. Based
on this eligibility standard, only two persons, Messrs. Connelly and Duval, are
eligible to be selected to participate at the present time. Other employees of
the Company and its subsidiaries may be eligible to earn lower amounts of annual
incentive compensation under other arrangements that are generally less
restrictive than the Plan. However, a larger or smaller number of persons may be
eligible to be selected to participate in the Plan in the future, depending on
the compensation levels and the character of the compensation payable to the
Company's executive officers in the future. Under the Plan, the Compensation
Committee of the Board of Directors, or another committee designated by the
Board and consisting exclusively of "outside directors" within the meaning of
Section 162(m) of the Code (the "Committee"), selects participants in the Plan,
determines the amount of their award opportunities, selects the performance
criteria and the performance goals for each year, and administers and interprets
the Plan. An eligible employee may (but need not) be selected to participate in
the Plan each year.
No later than 90 days after the commencement of each year commencing on or
after September 1, 1996 (or by such other deadline as may apply under Code
Section 162(m)(4)(C) or the Treasury Regulations thereunder), the Committee will
select the persons who will participate in the Plan in such year and establish
in writing the performance goals for that year as well as the method for
computing the amount of compensation which each such participant will be paid if
such goals are attained in whole or in part. Such method will be stated in terms
of an objective formula or standard that precludes discretion to increase the
amount that will be due upon attainment of the goals. The Committee retains
discretion under the Plan to reduce an award at any time before it is paid.
The maximum amount of compensation that may be paid under the Plan to any
participant for any year is equal to the lesser of 150% of the participant's
base salary or $750,000.
Under the Plan, the performance goals for any year may be based on any of
the following criteria, either alone or in any combination, and on either a
consolidated or business unit level, and may include or exclude discontinued
operations and acquisition expenses (e.g., pooling of interests), as the
Committee may in each case determine: level of sales, earnings per share, income
before income taxes and the cumulative effect of accounting changes, income
before the cumulative effect of accounting changes, net income, earnings before
interest and taxes, return on assets, return on equity, return on capital
15
<PAGE> 18
employed, total shareholder return, market valuation, cash flow and completion
of acquisitions. The foregoing terms shall have any reasonable definitions that
the Committee may specify, which may include or exclude any or all of the
following items, as the Committee may specify: extraordinary, unusual or
non-recurring items; effects of accounting changes; effects of currency
fluctuations; effects of financing activities (e.g., effect on earnings per
share of issuing convertible debt securities); expenses for restructuring or
productivity initiatives; non-operating items; acquisition expenses (e.g.,
pooling of interests); and effects of divestitures. Any of the foregoing
criteria may apply to a participant's award opportunity for any year in its
entirety or to any designated portion of the award opportunity, as the Committee
may specify.
The performance goals that have been established by the Committee for
fiscal 1997 are based equally on three items: sales, earnings before interest
expense and taxes and cash flow. The Committee has determined that the three
items shall be calculated in accordance with generally accepted accounting
principles, consistently applied, and shall exclude the effects of acquisitions,
disposals, significant reorganizations, and debt or equity financing. Under the
Plan, the Committee may use the same criteria or such other criteria as set
forth in the Plan for awards in future years.
Awards may be paid under the Plan for any year only if and to the extent
the awards are earned on account of the attainment of the performance goals
applicable to such year and the participant is continuously employed by the
Company throughout such year. The only exceptions to the continued employment
requirement are if employment terminates by reason of death or disability during
a year, in which case a prorated award may be paid after the close of the year,
or if a Change of Control (as defined in the Company's 1994 Long-Term Incentive
Stock Plan) occurs during a year, in which case a prorated award will be paid at
the time of the Change of Control based on the participant's projected award for
the year in which the Change of Control occurs (as determined by the Committee).
If a participant's employment terminates for any reason other than death or
disability during a year, any award for such year will be forfeited. However, a
prorated award may also be paid after the year if employment terminates by
retirement during the year, but only if such a payment will not prevent awards
from qualifying as "performance-based" compensation in the absence of any
termination of employment.
All payments pursuant to the Plan are to be made in cash, unless the
Committee determines otherwise, and only after the Committee certifies that the
performance goals for the year have been satisfied.
The Plan is in effect for the fiscal year commencing September 1, 1996 and
will continue in effect for subsequent years unless and until terminated by the
Committee in accordance with the provisions of the Plan. The Board may terminate
the Plan without shareholder approval at any time.
For fiscal 1997, Messrs. Connelly and Duval are the only participants in
the Plan. While the actual amounts payable under the Plan for fiscal 1997 are
not determinable, the Committee has set the maximum award opportunity for fiscal
1997 for Mr. Connelly at $280,000 and for Mr. Duval at $400,000. The maximum
award under the Plan is only earned if specified performance criteria fixed by
the Committee are attained, the Committee
16
<PAGE> 19
does not exercise its discretion to reduce the maximum award opportunity, and
the participant remains in the Company's employment for the entire year.
Approval of the Plan requires the affirmative vote of the holders of a
majority of the Common Shares represented in person or by proxy and entitled to
vote at the Annual Meeting. A copy of the Plan is available upon request
directed to the Secretary of the Company at its principal executive offices or
by calling 937-222-2610.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PLAN.
APPROVAL OF AMENDMENTS TO 1994 PLAN
The 1994 Long-Term Incentive Stock Plan (the "Plan") was approved by
shareholders in December 1993. The Board of Directors has adopted certain
amendments to the Plan solely for the purpose of qualifying incentive awards
under the Plan as "performance-based compensation" which is not subject to the
annual $1 million per individual deduction limit under Section 162(m) of the
Code. The amendments do not increase the number of Common Shares available for
award under the Plan or change the types of incentive awards that may be made
under the Plan. The proposed amendments essentially set forth limitations on the
maximum incentive award opportunity available to any individual in any year and
the performance goal criteria applicable to certain of the incentive awards that
may be made under the Plan. A summary of the amendments is set forth below.
Under the Plan, 656,240 Common Shares are available for the grant of
incentive awards to officers and other key employees of the Company and its
subsidiaries. The Compensation Committee of the Board may grant incentive awards
in the form of stock options (with the option exercise prices not less than the
fair market value of a share on the date of grant of the option), restricted
shares, and performance shares. The amendments provide that the maximum
incentive awards that may be granted, issued or paid to an employee in each
fiscal year of the Company commencing after September 1, 1996 is as follows: (i)
no more than 100,000 shares may be subject to stock option grants; (ii) no more
than $500,000 in restricted shares, which are not issued in payment of
performance share awards, may be awarded; and (iii) no more than $1,000,000 in
performance shares may be awarded based on the fair market value of the shares
at the time of award.
Restricted share awards and performance share awards which are intended to
qualify as performance-based compensation under Section 162(m) will be paid
under the Plan only if and to the extent that awards are earned on account of
the attainment of performance goals applicable to the performance period. Under
the Plan, the criteria upon which the performance goals may be based, the time
periods in which the Committee may select employees for such performance-based
awards and establish in writing the performance goals for the performance
period, as well as the method for computing the portion of the award which each
participant will be paid if such goals are attained in whole or in part, are the
same as for the Senior Executive Annual Cash Bonus Plan, discussed in the
preceding section of this Proxy Statement. Payment of such incentive awards will
only be made when the Committee certifies that the performance goals for the
performance period have been satisfied.
The Committee has made performance share awards under the Plan of 15,000
shares to Mr. Duval, 11,200 shares to Mr. Connelly, and 6,000 shares to Mr.
Walker for the
17
<PAGE> 20
performance period September 1, 1996 to August 31, 1999, all as more fully set
forth under "Long-Term Incentive Plan -- Awards in Fiscal 1996" at page 12,
above. These awards were made contingent upon the amendments to the Plan being
approved by shareholders. If the amendments are not approved, these awards will
be cancelled and the amendments will be rescinded.
Approval of the amendments to the Plan requires the affirmative vote of the
holders of majority of the outstanding Common Shares of the Company. A copy of
the Plan, as amended, is available upon request directed to the Secretary of the
Company at its principal executive offices or by calling 937-222-2610.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENTS.
APPOINTMENT OF INDEPENDENT AUDITORS
Ernst & Young LLP served as the Company's independent auditors during the
fiscal year ended August 31, 1996. A representative of Ernst & Young LLP is
expected to be present at the Annual Meeting with the opportunity to make a
statement if he desires to do so and to respond to appropriate questions from
shareholders.
Subject to ratification by the shareholders, the Board of Directors of the
Company has selected Ernst & Young LLP as independent auditors for the Company
for the fiscal year ending August 31, 1997. THE BOARD RECOMMENDS A VOTE "FOR"
THE PROPOSAL TO RATIFY SUCH SELECTION. In the event shareholders do not approve
the selection of Ernst & Young LLP, the Board will seek to determine from
shareholders the principal reasons Ernst & Young LLP was not approved, evaluate
such reasons, and consider whether, in view of the circumstances, a different
firm of independent auditors should be selected for fiscal 1997.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented at the
meeting other than those mentioned above. However, if other matters should
properly come before the meeting, or any adjournment thereof, it is intended
that the holders of proxies in the enclosed form will vote thereon in their
discretion.
The Company will bear the cost of solicitation of proxies. In addition to
the use of the mails, proxies may be solicited by certain officers, directors,
and regular employees of the Company, without extra compensation, by telephone,
telegraph, or personal interview. Brokerage houses, banks and other persons will
be requested to forward solicitation material to the beneficial owners of shares
held of record by such persons.
18
<PAGE> 21
SHAREHOLDER PROPOSALS
A proposal by a shareholder intended for inclusion in the Company's proxy
statement and form of proxy for the 1997 Annual Meeting of Shareholders must, in
accordance with applicable regulations of the Securities and Exchange
Commission, be received by the Company, at 1400 Kettering Tower, Dayton, Ohio
45423, Attention: Secretary, on or before July 12, 1997 in order to be eligible
for such inclusion. The 1997 Annual Meeting of Shareholders is presently
scheduled to be held on December 10, 1997.
By Order of the Board of
Directors,
JOSEPH M. RIGOT
Secretary
Dayton, Ohio
November 13, 1996
19
<PAGE> 22
ROBBINS & MYERS, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON DECEMBER 11, 1996
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
P The undersigned holder(s) of Common Shares of ROBBINS & MYERS, INC.,
an Ohio corporation (the "Company"), hereby appoints Daniel W.
R Duval, Robert J. Kegerreis, and Maynard H. Murch IV, and each of
them, attorneys of the undersigned, with power of substitution, to
O vote all of the Common Shares which the undersigned is entitled to
vote at the Annual Meeting of Shareholders of the Company to be
X held on Wednesday, December 11, 1996, and at any adjournment
thereof, as follows:
Y
<TABLE>
<S> <C>
Election of Directors, Nominees: (change of address)
Daniel W. Duval, Thomas P. Loftis and __________________________________________
Jerome F. Tatar __________________________________________
__________________________________________
__________________________________________
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card.)
</TABLE>
A VOTE FOR PROPOSALS 1, 2, 3 AND 4 IS RECOMMENDED BY THE BOARD OF
DIRECTORS. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE
MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3 AND 4.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
DETACH CARD
<PAGE> 23
<TABLE>
<S> <C> <C> <C> <C> <C>
/X/ PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of / / / / 2. Approval of / / / / / /
Directors Senior Executive
including authority Annual Cash
to cumulate votes Bonus Plan
selectively among described in the
such nominees (see accompanying
reverse) proxy statement.
For, except vote withheld from the following nominee(s):
_______________________________________________________ Change
of / /
Address
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
3. Approval of / / / / / /
Amendments to 1994
Long-Term Incentive
Stock Plan as
described in the
accompanying proxy
statement.
4. Approval of the / / / / / /
appointment of
Ernst & Young LLP as
independent auditors
for the Company.
5. In their discretion, upon such other business as may
properly come before the meeting or any
adjournment thereof.
Receipt is acknowledged of Notice of the above meeting, the
Proxy Statement relating thereto and the Annual Report to
Shareholders for the fiscal year ended August 31, 1996.
SIGNATURE(S) _____________________________________________________________ DATE _______________
SIGNATURE(S) _____________________________________________________________ DATE _______________
NOTE: Shareholders should date this proxy and sign here exactly as name appears above. If stock is held jointly, both owners
should sign this proxy. Executors, administrators, trustees, guardians and others signing in a representative capacity
should indicate the capacity in which they sign.
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
