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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[xl ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended
December 31, 1994 *Commission File Number (33- )
ROBBINS & MYERS, INC. SAVINGS PLAN FOR UNION EMPLOYEES
(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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*Concurrently herewith a Registration Statement on Form S-8 is being filed
relating to this Plan.
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REOUIRED INFORMATION
--------------------
The Robbins & Myers, Inc. Savings Plan for Union Employees (the
"Plan") is subject to the Employee Retirement Income Security Act of 1974.
Item 4. In lieu of the requirements of Items 1, 2 and 3 of this Form
11-K, the following financial statements of the Plan, notes thereto, and Report
of Independent Auditors thereon are being filed as Exhibit 99.1 to this Report:
(a) Statement of Assets Available for Plan Benefits - December 31,
1994 and 1993.
(b) Statement of Changes in Assets Available for Plan Benefits - for
the years ended December 31, 1994 and 1993;
(c) Schedule of Assets Held for Investment - December 31, 1994;
(d) Notes to Financial Statements; and
(e) Report of Independent Auditors.
A Registration Statement on Form S-8 relating to this Plan is being
filed concurrently with the filing of this Report. The consent of Independent
Auditors to the incorporation by reference of the foregoing financial
statements in such Registration Statement is being filed as Exhibit 23.1 to
this Report.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the persons who administer the Robbins & Myers, Inc. Union Savings
Plan for Union Employees have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
ROBBINS & MYERS, INC. SAVINGS
PLAN FOR UNION EMPLOYEES
By /s/ George M. Walker
---------------------------------------
Name: George M. Walker
Title: Member, Corporate Benefits
Committee
Dated: January 15, 1996
2
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INDEX TO EXHIBITS
-----------------
The following Exhibits are being filed with or incorporated by
reference in this Annual Report on Form 11-K:
Exhibit
- -------
(23) CONSENT OF EXPERTS AND COUNSEL
23.1 Consent of Ernst & Young LLP is included as Exhibit
23.1 to the Robbins & Myers, Inc. Registration Statement on Form S-8 filed
concurrently herewith.
(99) ADDITIONAL EXHIBITS
99.1 Audited Financial Statements of Robbins & Myers, Inc.
Union Savings Plan for Union Employees of Pfaudler for the
years ended December 31, 1994 and 1993
3
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Exhibit 99.1
------------
Audited Financial Statements
and Other Financial Information
ROBBINS & MYERS, INC. SAVINGS PLAN
FOR UNION EMPLOYEES OF PFAUDLER
Years ended December 31, 1994 and 1993
with Report of Independent Auditors
<PAGE> 2
Robbins & Myers, Inc. Savings Plan
for Union Employees of Pfaudler
Audited Financial Statements
and Other Financial Information
Years ended December 31, 1994 and 1993
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Audited Financial Statements
Statements of Assets Available for Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Statement of Changes in Assets Available for Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Other Financial Information
Schedule of Assets Held for Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Transactions or Series of Transactions in Excess of 5 Percent of the
Current Value of Plan Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
<PAGE> 3
ERNST & YOUNG LLP
1 Citizens Federal Centre Phone: 513 223 2000
Suite 1800
Dayton, Ohio 45402
REPORT OF INDEPENDENT AUDITORS
Corporate Benefits Committee
Robbins & Myers, Inc. Savings Plan for Union Employees of Pfaudler
We were engaged to audit the accompanying financial statements and schedules of
the Robbins & Myers, Inc. Savings Plan for Union Employees of Pfaudler,
formerly the Eagle Industries, Inc. and Affiliates Savings Plan for Union
Employees, as of December 31, 1994 and for the year then ended as listed in the
table of contents. These financial statements and schedules are the
responsibility of the Plan's management. Other auditors were engaged to audit
the financial statements and schedules of the Plan for the year ended December
31, 1993. Their report dated July 18, 1994 disclaimed an opinion on those
statements as permitted by Section 2520.103-8 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.
As permitted by Section 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, the plan administrator instructed us not to perform, and
we did not perform, any auditing procedures with respect to the investment
information, which was certified by Delaware Charter Trust, the trustee of the
Plan, except for comparing such information with the related information
included in the financial statements and supplemental schedules. We have been
informed by the plan administrator that the trustee holds the Plan's investment
assets and executes investment transactions. The plan administrator has
obtained a certification from the trustee as of and for the year ended December
31, 1994 that the information provided to the plan administrator by the trustee
is complete and accurate.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the accompanying financial
statements and schedules taken as a whole. The form and content of the
information included in the financial statements and schedules, other than that
derived from the investment information certified by the trustee, have been
audited by us in accordance with generally accepted auditing standards and, in
our opinion, are presented in compliance with the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.
Ernst & Young LLP
July 13, 1995
1
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Robbins & Myers, Inc. Savings Plan
for Union Employees of Pfaudler
Statements of Assets Available for Plan Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1994 1993
---------------------------
ASSETS
<S> <C> <C>
Investments at fair value (Note 2):
VMMR Prime Portfolio $ 153,017 $ 124,285
Vanguard Wellington Fund 399,601 279,466
Vanguard Windsor II 179,936 125,398
Vanguard Index Small Capitalization Portfolio 58,612 40,187
---------------------------
791,166 569,336
Investments at contract value (Note 2):
GIC I-91 - 153,043
GIC I-92 - 167,246
Variable GIC 688,787 215,475
---------------------------
688,787 535,764
---------------------------
Total investments 1,479,953 1,105,100
Contributions receivable:
Employee 36,049 36,520
Employer 15,281 12,174
---------------------------
Assets available for plan benefits $1,531,283 $1,153,794
</TABLE> ===========================
See accompanying notes.
2
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Robbins & Myers, Inc.
Savings Plan for Union Employees of Pfaudler
Statement of Changes in Assets Available for Plan Benefits
For the year ended December 31, 1994
<TABLE>
<CAPTION>
VANGUARD INDEX
VMMR VANGUARD VANGUARD SMALL
PRIME WELLINGTON WINDSOR CAPITALIZATION GIC GIC VARIABLE
PORTFOLIO FUND II PORTFOLIO I-91 I-92 GIC TOTAL
--------------------------------------------------------------------------------------------------
ADDITIONS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Employee contributions $ 31,668 $ 95,667 $ 53,636 $19,075 $ - $ - $163,003 $ 363,049
Employer contributions 14,601 40,559 23,125 7,743 - - 70,422 156,450
Dividends and interest 5,597 16,831 10,823 2,208 42 8,984 25,011 69,496
Transfers in 325 26,266 2,766 2,803 - - 313,260 345,420
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Total additions 52,191 179,323 90,350 31,829 42 8,984 571,696 934,415
DEDUCTIONS
Withdrawals 11,996 39,995 21,204 9,253 - 14,619 79,714 176,781
Transfers out 11,242 7 - 1 153,085 161,611 19,474 345,420
--------------------------------------------------------------------------------------------------
Total deductions 23,238 40,002 21,204 9,254 153,085 176,230 99,188 522,201
Unrealized and realized
depreciation in fair value of
investments - 18,857 13,075 2,793 - - - 34,725
--------------------------------------------------------------------------------------------------
Net additions (deductions) 28,953 120,464 56,071 19,782 (153,043) (167,246) 472,508 377,489
Assets available for plan benefits
at January 1, 1994 128,888 292,053 131,786 41,689 153,043 167,246 239,089 1,153,794
--------------------------------------------------------------------------------------------------
Assets available for plan benefits
at December 31, 1994
$157,841 $412,517 $187,857 $61,471 $ - $ - $711,597 $1,531,283
===================================================================================================
</TABLE>
See accompanying notes.
3
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Robbins & Myers, Inc.
Savings Plan for Union Employees of Pfaudler
Statement of Changes in Assets Available for Plan Benefits
For the year ended December 31, 1993
<TABLE>
<CAPTION>
VANGUARD INDEX
VMMR VANGUARD VANGUARD SMALL
PRIME WELLINGTON WINDSOR CAPITALIZATION GIC GIC VARIABLE
PORTFOLIO FUND II PORTFOLIO I-91 I-92 GIC TOTAL
--------------------------------------------------------------------------------------------------
ADDITIONS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Employee contributions $ 42,987 $ 97,451 $ 50,920 $13,248 $ - $ - $197,448 $ 402,054
Employer contributions 12,795 28,288 14,844 3,914 - - 57,944 117,785
Dividends and interest 3,232 15,560 6,814 2,397 - - 27,706 55,709
Transfers in - 3,841 - 2,851 153,043 167,246 - 326,981
--------------------------------------------------------------------------------------------------
Total additions 59,014 145,140 72,578 22,410 153,043 167,246 283,098 902,529
DEDUCTIONS
Withdrawals 21,383 20,109 6,543 3,513 - - 66,580 118,128
Transfers out 1,634 - 3,946 - - - 321,401 326,981
--------------------------------------------------------------------------------------------------
Total deductions 23,017 20,109 10,489 3,513 - - 387,981 445,109
Unrealized and realized
appreciation in fair value of
investments - 10,859 4,569 2,956 - - - 18,384
--------------------------------------------------------------------------------------------------
Net additions (deductions) 35,997 135,890 66,658 21,853 153,043 167,246 (104,883) 475,804
Assets available for plan benefits
at January 1, 1993 92,891 156,163 65,128 19,836 - - 343,972 677,990
--------------------------------------------------------------------------------------------------
Assets available for plan benefits
at December 31, 1993
$128,888 $292,053 $131,786 $41,689 $153,043 $167,246 $239,089 $1,153,794
==================================================================================================
</TABLE>
See accompanying notes.
4
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Robbins & Myers, Inc. Savings Plan
for Union Employees of Pfaudler
Notes to Financial Statements
December 31, 1994
1. DESCRIPTION OF THE PLAN
The Robbins & Myers, Inc. Savings Plan for Union Employees of Pfaudler (the
Plan) was the Eagle Industries, Inc. and Affiliates Savings Plan for Union
Employees. On June 30, 1994, Eagle Industries, Inc. sold Pfaudler, Inc. and
Subsidiaries to Robbins & Myers, Inc. (the Company). As a result of the sale,
the Company became the plan sponsor and the name of the Plan was changed.
The Plan is a defined contribution plan which covers hourly employees of
Pfaudler, Inc. who are covered by a collective bargaining agreement at its
United States operations.
Each year, participants can make pretax and/or after-tax basic contributions up
to a maximum of 6 percent of annual compensation as defined in the Plan.
Participants may also make after-tax supplemental contributions up to 6 percent
of compensation. Effective September 18, 1993, the plan sponsor contributes 50%
of each participant's basic contribution. Prior to that date, the plan sponsor
contributed 25% to 50% of the basic contribution.
Participants are immediately vested in their contributions, as well as the
Company's matching contribution and any earnings on these contributions.
Brokerage fees and other direct costs of investment are paid by the fund to
which the costs are attributable. All other expenses are paid by the Company.
Although it has not expressed an intent to do so, the Company has the right to
discontinue its contributions at any time and terminate the Plan subject to the
provisions of ERISA.
The foregoing description of the plan provides only general information.
Additional information about the plan agreement is contained in the Summary
Plan Description. Copies are available from the Corporate Benefits Committee.
5
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Robbins & Myers, Inc. Savings Plan
for Union Employees of Pfaudler
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan maintains its accounting records on the accrual basis of accounting.
All assets of the Plan are held by the trustee.
RECLASSIFICATION
Certain 1993 amounts have been reclassified to conform with 1994 presentation.
INVESTMENTS
The Plan's investments are stated at fair value. The shares of registered
investment companies are valued at quoted market prices which represent the net
asset values of shares held by the Plan at year-end. The guaranteed investment
contract funds are valued at their contract values.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date. Realized gains and losses on securities represent the
difference between the proceeds received and the average cost of securities
sold. Unrealized appreciation and depreciation on securities represent the
difference between fair value at the beginning of the period and the end of the
period.
3. INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to tax
under present income tax law. Once qualified, the Plan is required to operate
in conformity with the IRC to maintain its qualification. During fiscal year
1994, the Plan was amended. A tax ruling or determination letter involving this
amendment has not been received. 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.
6
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Robbins & Myers, Inc. Savings Plan
for Union Employees of Pfaudler
Notes to Financial Statements (continued)
4. INVESTMENTS
The fair value of individual investments that represent 5 percent of more of
Plan's fair value of net assets available for plan benefits is as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1994 1993
---------------------------
<S> <C> <C>
VMMR Prime Portfolio $153,017 $124,285
Vanguard Wellington Fund 399,601 279,466
Vanguard Windsor II 179,936 125,398
Variable GIC 688,787 215,475
</TABLE>
7
<PAGE> 10
Other Financial Information
<PAGE> 11
Robbins & Myers, Inc. Savings Plan
for Union Employees of Pfaudler
Schedule of Assets Held for Investment
December 31, 1994
<TABLE>
<CAPTION>
CURRENT
DESCRIPTION OF INVESTMENT UNITS COST VALUE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
VMMR Prime Portfolio 153,017.110 $ 153,017 $ 153,017
Vanguard Wellington 20,608.620 418,395 399,601
Vanguard Windsor II 11,373.984 193,383 179,936
Vanguard Index Small Capitalization
Portfolio 3,910.046 61,479 58,612
Variable GIC 688,787.390 688,787 688,787
----------------------------
$1,515,061 $1,479,953
============================
</TABLE>
8
<PAGE> 12
Robbins & Myers, Inc. Savings Plan
for Union Employees of Pfaudler
Transactions or Series of Transactions in Excess of 5 Percent of the Current
Value of Plan Assets
For the year ended December 31, 1994
<TABLE>
<CAPTION>
DESCRIPTION NUMBER NUMBER
IDENTITY OF OF OF PURCHASE OF SELLING HISTORICAL CURRENT NET GAIN
PARTY INVOLVED ASSETS PURCHASES PRICE SALES PRICE COST VALUE (LOSS)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CATEGORY (I)--A SINGLE TRANSACTION IN EXCESS OF 5 PERCENT OF PLAN ASSETS
GIC I-91 Participating Units 1 $ 43 - $ - $ 43 $ 43 $ -
GIC I-91 Participating Units - - 1 153,085 153,085 153,085 -
CATEGORY (III)--A SERIES OF TRANSACTIONS IN EXCESS OF 5 PERCENT OF PLAN ASSETS
GIC I-91 Participating Units 1 43 - - 43 43 -
GIC I-91 Participating Units - - 1 153,085 153,085 153,085 -
VMMR Prime Portfolio Participating Units * 51,970 - - 51,970 51,970 -
VMMR Prime Portfolio Participating Units - - * 23,238 23,238 23,238 -
Vanguard Wellington Fund Participating Units * 178,993 - - 178,993 178,993 -
Vanguard Wellington Fund Participating Units - - * 40,001 40,064 40,064 (63)
Vanguard Windsor II Participating Units * 88,817 - - 88,817 88,817 -
Vanguard Windsor II Participating Units - - * 21,204 20,833 20,833 371
GIC I-92 Participating Units * 8,984 - - 8,984 8,984 -
GIC I-92 Participating Units - - * 176,230 176,230 176,230 -
Variable GIC Participating Units * 572,500 - - 572,500 572,500 -
Variable GIC Participating Units - - * 99,188 99,188 99,188 -
</TABLE>
There were no reportable category (i), (ii), or (iv) transactions for the year.
*Information not available.
9
