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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
August 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 - August
31, 1995 and 1994;
(c) Statement Changes in Assets Available for Plan Benefits - for
the years ended August 31, 1995 and 1994;
(d) Notes to Financial Statements; and
(e) Schedule of Assets Held for Investment - August 31, 1995;
(f) Schedule of Transactions or Series of Transactions in Excess
of 5 percent ot the Current Value of Plan Assets for the year ended Augest 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: February 26, 1996
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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
(99) ADDITIONAL EXHIBITS
99.1 Audited Financial Statements of
Robbins & Myers, Inc. Employee Savings
Plan for the years ended August 31, 1995
and 1994
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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 January 12,
1996, with respect to the financial statements and schedules of the Robbins &
Myers, Inc. Employee Savings Plan included in this Annual Report (Form 11-K) for
the year ended August 31, 1995.
/s/Ernst & Young LLP
February 21, 1996
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EXHIBIT 99.1
Audited Financial Statements.
-6-
<PAGE> 2
Audited Financial Statements
and Supplemental Schedules
Robbins & Myers, Inc.
Employee Savings Plan
Years ended August 31, 1995 and 1994
with Report of Independent Auditors
<PAGE> 3
Robbins & Myers, Inc.
Employee Savings Plan
Audited Financial Statements
and Supplemental Schedules
Years ended August 31, 1995 and 1994
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors........................................................................... 1
Audited Financial Statements
Statement of Net Assets Available for Plan Benefits -- 1995.............................................. 2
Statement of Net Assets Available for Plan Benefits -- 1994.............................................. 3
Statement of Changes in Net Assets Available for Plan Benefits -- 1995................................... 4
Statement of Changes in Net Assets Available for Plan Benefits -- 1994................................... 5
Notes to Financial Statements............................................................................ 6
Supplemental Schedules
Assets Held for Investment -- 1995....................................................................... 9
Transactions or Series of Transactions in Excess of 5% of the
Current Value of Plan Assets -- 1995................................................................. 10
</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 as of August 31,
1995 and 1994 and the related statements of changes in net assets available for
plan benefits for the years then ended. 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.
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 August 31, 1995 and 1994, and the changes
in its net assets available for plan benefits for the years then ended, 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 schedules of assets
held for investment at August 31, 1995 and transactions or series of
transactions in excess of 5 percent of the current value of plan assets for
the year ended August 31, 1995 are presented for purposes of additional
analysis and are not a required part of the basic financial statements, but are
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 schedules have been subjected to the
auditing procedures applied in our audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ERNST & YOUNG LLP
January 12, 1996
1
<PAGE> 5
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
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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.
1
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Robbins & Myers, Inc. Employee Savings Plan
Statement of Net Assets Available for Plan Benefits
August 31, 1994
<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 $1,181,496 $2,734,651 $2,900,297 $900,735 $ - $7,717,179
Employee contribution receivable 4,422 21,769 22,948 9,658 - 58,797
Employer contributions receivable 64,175 - - - - 64,175
Loans receivable from participants - - - - 338,155 338,155
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Total assets 1,250,093 2,756,420 2,923,245 910,393 338,155 8,178,306
LIABILITY
Withdrawals payable 11,191 66,012 29,288 12,214 - 118,705
-------------------------------------------------------------------------
Net assets available for plan
benefits $1,238,902 $2,690,408 $2,893,957 $898,179 $338,155 $8,059,601
=========================================================================
</TABLE>
See accompanying notes.
1
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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 NEW
STOCK EQUITY INCOME HORIZONS PARTICIPANT
FUND FUND FUND 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) (5,667) -
----------------------------------------------------------------------------------------------
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 (depreciation)
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
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</TABLE>
1
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<TABLE>
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
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.
2
<PAGE> 9
Robbins & Myers, Inc. Employee Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits
Year ended August 31, 1994
<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 $ 125,649 $ 284,432 $ 345,829 $113,895 $ - $ 869,805
Contributions from employer 198,256 - - - - 198,256
Interest and dividend income 4,985 185,549 164,638 120,404 - 475,576
Dividend income -- Robbins &
Myers, Inc. stock 16,678 - - - - 16,678
Participant loans granted - - - - 192,300 192,300
Transfers between funds (198,754) 141,639 (20,900) 78,015 - -
----------------------------------------------------------------------------------------------
146,814 611,620 489,567 312,314 192,300 1,752,615
DEDUCTIONS
Participant withdrawals 20,345 230,602 330,532 53,554 - 635,033
Repayment of loan principal - - - - 226,901 226,901
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Net additions (deductions) 126,469 381,018 159,035 258,760 (34,601) 890,681
Net realized and unrealized
(depreciation) appreciation
in fair value of investments (7,699) 42,106 - (50,921) - (16,514)
----------------------------------------------------------------------------------------------
Net increase (decrease) 118,770 423,124 159,035 207,839 (34,601) 874,167
Net assets available for plan
benefits at beginning of year 1,120,132 2,267,284 2,734,922 690,340 372,756 7,185,434
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</TABLE>
1
<PAGE> 10
<TABLE>
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for plan
benefits at end of year $1,238,902 $2,690,408 $2,893,957 $898,179 $338,155 $8,059,601
==============================================================================================
</TABLE>
See accompanying notes.
2
<PAGE> 11
Robbins & Myers, Inc. Employee Savings Plan
Notes to Financial Statements
August 31, 1995
1. SIGNIFICANT ACCOUNTING POLICIES
Robbins & Myers, Inc. Employee Savings Plan's (the Plan's) financial statements
are prepared on the accrual basis of accounting.
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% of
their compensation deducted and contributed to the Plan. Participants receive a
40% match of their contribution on the first 6% of their compensation. In
addition to the matched contribution percentage, an annual discretionary
contribution, based on Company performance, of up to an additional 10% of
matched contributions may be made.
1
<PAGE> 12
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
borne 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% 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.
As of August 31, 1995, there were 261 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% or more of the Plan's
net assets are as follows:
<TABLE>
<CAPTION>
AUGUST 31
1995 1994
-----------------------------------
<S> <C> <C>
Robbins & Myers, Inc. common stock $2,336,010 $1,181,496
T. Rowe Price Equity Income Fund 3,035,811 2,734,651
T. Rowe Price Stable Value Fund 2,756,668 2,795,832
T. Rowe Price New Horizons Fund 1,308,574 900,735
</TABLE>
2
<PAGE> 13
Robbins & Myers, Inc.
Employee Savings Plan
Notes to Financial Statements (continued)
3
<PAGE> 14
Robbins & Myers, Inc. Employee Savings Plan
Notes to Financial Statements (continued)
4. TRANSACTIONS WITH PARTIES-IN-INTEREST
During fiscal year l995, the Plan purchased 31,119 shares for $652,244 and
distributed 7,651 shares of Robbins & Myers, Inc. common stock (21,839 shares
purchased for $405,274 and 15,666 shares distributed in 1994).
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 pre tax 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.
6. RECLASSIFICATION
Certain 1994 amounts were reclassified to conform with the 1995 presentation.
7. SUBSEQUENT EVENT
Subsequent to the plan year-end, the assets of the Plan were merged into
the R&M, Inc. Savings Plan for Employees of Cheminur Edlon, and Pfaudler.
4
<PAGE> 15
SUPPLEMENTAL SCHEDULES
<PAGE> 16
Robbins & Myers, Inc. Employee Savings Plan
Assets Held for Investment
August 31, 1995
<TABLE>
<CAPTION>
IDENTITY OF ISSUE,
BORROWER, DESCRIPTION OF CURRENT
OR SIMILAR PARTY INVESTMENT COST VALUE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Robbins & Myers, Inc. 85,139 shares of common
stock $1,439,481 $2,336,010
T. Rowe Price Trust Company 162,953 shares of Equity Income Fund 2,565,056 3,035,811
T. Rowe Price Trust Company 2,756,668 shares of Stable Value Fund 2,756,668 2,756,668
T. Rowe Price Trust Company 63,308 shares of New Horizons Fund 976,648 1,308,574
T. Rowe Price Trust Company 114,285 shares of United States
Treasury Fund 114,285 114,285
----------------------------
Total investments $7,852,138 $9,551,348
============================
</TABLE>
1
<PAGE> 17
Robbins & Myers, Inc. Employee Savings Plan
Transactions or Series of Transactions in Excess of 5% of the Current Value
of Plan Assets
Year ended August 31, 1995
<TABLE>
<CAPTION>
CURRENT
EXPENSES VALUE
IDENTITY DESCRIPTION NUMBER INCURRED COST OF ASSET ON NET
OF PARTY OF OF PURCHASE SELLING WITH OF TRANSACTION GAIN
INVOLVED ASSETS TRANSACTIONS PRICE PRICE TRANSACTION ASSET DATE (LOSS)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CATEGORY (III) -- SERIES
OF TRANSACTIONS IN EXCESS
OF 5% OF PLAN ASSETS
T. Rowe Price Trust TRP Stable Value
Company Fund 21 $ - $483,067 $ - $483,067 $483,067 $ -
T. Rowe Price Trust TRP Stable 24 $ - $286,473 $ - $286,473 $286,473 $ -
Company Value Fund
</TABLE>
There were no category (i), (ii), or (iv) reportable transactions during the
plan year ended August 31, 1995.
