<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
ROBBINS & MYERS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ROBBINS & MYERS, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
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: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] 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: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
================================================================================
<PAGE> 2
PRELIMINARY PROXY MATERIALS
[ROBBINS & MYERS LOGO]
ROBBINS & MYERS, INC.
1400 KETTERING TOWER
DAYTON, OHIO 45423
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 10, 1997
------------------
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 10, 1997, at 11:00 o'clock a.m., E.S.T., for the purpose of
considering and voting upon:
1. Election of four directors for a two-year term;
2. Approval of an amendment to the Company's Articles of Incorporation
to increase the number of authorized common shares;
3. Approval of the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending August 31, 1998; and
4. 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 10, 1997
<PAGE> 3
PRELIMINARY PROXY MATERIALS
[ROBBINS & MYERS LOGO]
ROBBINS & MYERS, INC.
1400 Kettering Tower
Dayton, Ohio 45423
------------------
PROXY STATEMENT FOR 1997 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 10, 1997 and any adjournments
thereof. The Company has one class of shares outstanding, namely common shares,
of which there were [10,954,183] outstanding at the close of business on October
22, 1997. The close of business on October 22, 1997 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 10, 1997.
<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 1997 Annual Meeting, shareholders will elect four directors who will
hold office until the Annual Meeting of Shareholders in 1999. The four persons
who have been nominated by the Board of Directors are Robert J. Kegerreis,
Ph.D., William D. Manning, Jr., Maynard H. Murch IV and John N. Taylor, Jr., 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 four nominees for election
as directors and the directors whose terms of office continue after the 1997
Annual Meeting.
2
<PAGE> 5
NOMINEES FOR TERM OF OFFICE EXPIRING IN 1999
ROBERT J. KEGERREIS, PH.D. DIRECTOR SINCE 1972
Dr. Kegerreis, 76, 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 ElderBeerman Stores Corporation and Energy
Innovations Inc.
WILLIAM D. MANNING, JR. DIRECTOR SINCE MARCH 1995
Mr. Manning, 63, 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 Unifrax
Corporation.
MAYNARD H. MURCH IV DIRECTOR SINCE 1977
Mr. Murch, 53, 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 Lumitex, Inc.
JOHN N. TAYLOR, JR. DIRECTOR SINCE 1988
Mr. Taylor, 62, has been Chairman and Chief Executive Officer since August
1986, and was President from October 1974 until August 1986, of Kurz-Kasch, Inc.
(a specialty manufacturer of plastic-based components, stators and coil
products). 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.
3
<PAGE> 6
DIRECTORS CONTINUING IN OFFICE UNTIL 1998
DANIEL W. DUVAL DIRECTOR SINCE 1986
Mr. Duval, 61, 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, 53, has been engaged in commercial real estate development,
asset management and consulting with Midland Properties, Inc. since 1981. Mr.
Loftis has been a general partner of M.H.M. & Co., Ltd. (investments) since
1986.
JEROME F. TATAR DIRECTOR SINCE 1991
Mr. Tatar, 50, became Chairman of the Board and Chief Executive Officer of
The Mead Corporation (forest products) on November 1, 1997 and has served as its
President since April 1996. From April 1996 to November 1997, he was the
President and Chief Operating Officer and a director of The Mead Corporation.
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.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
There were five meetings of the Board of Directors during fiscal 1997. The
Board of Directors has two committees: the Audit Committee [comprised of Messrs.
Taylor (Chairman), Loftis, and Kegerreis], which held two meetings in fiscal
1997, and the Compensation Committee [comprised of Messrs. Kegerreis (Chairman),
Tatar and Manning], which held three meetings in fiscal 1997.
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.
Directors who are not employees of the Company received an annual stipend
of $25,000 ($27,000 in fiscal 1998) 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
4
<PAGE> 7
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 1997. 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 1997, options to purchase 2,000
shares at $24.75 per share were granted to each of Messrs. Loftis and Tatar on
December 11, 1996.
During fiscal 1997, each director attended all 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, 1996 through August 31, 1997 were met.
5
<PAGE> 8
SECURITY OWNERSHIP
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is information as of October 22, 1997 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 PERCENT OF
INDIVIDUAL OR GROUP AS OF 10/22/97(1) CLASS
- ---------------------------------------- ------------------ ----------
<S> <C> <C>
Daniel W. Duval......................... 349,905 3.1%
Robert J. Kegerreis..................... 26,622 (5)
Thomas P. Loftis........................ 34,206(2) (5)
William D. Manning, Jr.................. 10,116 (5)
Maynard H. Murch IV..................... 3,089,756(3) 28.2%
Jerome F. Tatar......................... 15,610 (5)
John N. Taylor, Jr...................... 126,422(4) 1.2%
Gerald L. Connelly...................... 110,059 1.0%
George M. Walker........................ 55,657 (5)
Stephen R. Ley.......................... 7,249 (5)
Kevin J. Brown.......................... 1,850 (5)
Directors and Executive Officers as a
Group (12 persons).................... 3,830,870 34.0%
</TABLE>
- ---------------
(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, 1997 are treated as
"beneficially owned" and the number of such shares included in the table for
each person were: Mr. Duval -- 184,589; Dr. Kegerreis -- 10,000; Mr.
Loftis -- 10,000; Mr. Manning -- 6,000; Mr. Murch -- 10,000; Mr.
Tatar -- 10,000; Mr. Taylor -- 10,000; Mr. Connelly -- 39,446; Mr.
Walker -- 29,733; Mr. Ley -- 3,425; Mr. Brown -- 1,627; and directors and
executive officers as a group -- 315,738.
(2) Includes 11,368 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 20,200 shares held of record in the name of K-K Realty Co., of
which Mr. Taylor is the general partner.
(5) Less than 1%.
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, 1997.
<TABLE>
<CAPTION>
NUMBER OF COMMON
SHARES BENEFICIALLY
NAME AND ADDRESS OWNED AS OF 10/22/97 % OF CLASS
- ----------------------- -------------------- ----------
<S> <C> <C>
M.H.M. & Co., Ltd.(1) 2,994,254 27.3%
830 Hanna Building
Cleveland, OH 44115....
</TABLE>
- ---------------
(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.
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.
BASE SALARY
The Company provides executive officers base salaries that 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
7
<PAGE> 10
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 1997 incentive plan provided for the payment of bonuses to
executive officers contingent upon the achievement of pre-established financial
targets. 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 are accomplished or surpassed, executive officers will be eligible to
receive target awards ranging from 25% to 50% 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 the 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 that 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.
POLICY ON DEDUCTIBILITY OF COMPENSATION
Section 162(m) of the Internal Revenue Code 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
8
<PAGE> 11
Bonus Plan and the 1994 Long-Term Incentive Stock Plan comply with the criteria
under Section 162(m) for performance-based compensation plans. The Committee's
present intention is to continue 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 1997, Mr. Duval's base salary increased from $375,000 to
$400,000. He also was awarded a fiscal 1997 annual incentive payment equal to
77% 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 his key role in the Company's acquisition
program.
During fiscal 1997 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 improvements 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.
Through the use of annual incentive awards based primarily upon Company
performance and stock option grants and restricted stock awards 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 next four most
highly compensated executive officers of the Company at August 31, 1997. All
information is presented on a fiscal year basis.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-------------------------
AWARDS
----------
ANNUAL COMPENSATION NUMBER OF PAYOUTS
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, 1997 $400,000 $310,000 27,000 -- $ 5,700
President and Chief 1996 375,000 375,000 27,000 $1,320,000 5,420
Executive Officer 1995 325,000 300,000 27,000 -- 3,696
Gerald M. Connelly, 1997 $280,000 $217,000 20,000 -- $ 5,226
Executive Vice President 1996 236,000 220,000 20,000 $ 704,000 2,853
and Chief Operating Officer 1995 210,000 200,970 14,000 -- 4,538
George M. Walker, 1997 $201,000 $124,620 -- -- $ 4,842
Vice President and 1996 189,000 151,200 10,000 $ 528,000 4,071
Chief Financial Officer 1995 180,000 130,000 10,000 -- 2,492
Stephen R. Ley, 1997 $128,000 $ 69,440 7,500 -- $ 4,461
Treasurer(3)
Kevin J. Brown, 1997 $ 98,700 $ 38,246 2,500 -- $ 4,055
Controller(3) 1996 94,000 45,500 2,000 -- 2,015
</TABLE>
- ---------------
(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. Ley became an executive officer of the Company on December 11, 1996, and
Mr. Brown became an executive officer of the Company on December 13, 1995.
10
<PAGE> 13
FISCAL 1997 STOCK OPTION GRANTS
The following table sets forth information concerning stock options granted
in fiscal 1997 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 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
-------------------------------------------------------
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF STOCK
SHARES OPTIONS PRICE APPRECIATION FOR OPTION
UNDERLYING GRANTED TO TERM (2)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION -------------------------------
NAME GRANTED FISCAL 1997 PRICE DATE 0% 5% 10%
- --------------------- ---------- ------------ -------- ---------- --- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Daniel W. Duval...... 27,000 16.6% $35.50 6/23/07 $ 0 $602,795 $1,527,602
Gerald L. Connelly... 20,000 12.3% 35.50 6/23/07 0 446,515 1,131,552
George M. Walker..... -0- -- -- -- -- -- --
Stephen R. Ley....... 7,500 4.6% 35.50 6/23/07 0 171,443 424,333
Kevin J. Brown....... 2,500 1.5% 35.50 6/23/07 0 55,814 141,444
</TABLE>
- ---------------
(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.
OPTION EXERCISES IN FISCAL 1997 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 1997 and the value of all unexercised options at
August 31, 1997.
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT 8/31/97 OPTIONS AT 8/31/97(2)
SHARES ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------ ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Daniel W. Duval...... -0- -0- 184,589 64,411 $4,442,559 $ 595,012
Gerald L. Connelly... -0- -0- 39,446 50,554 779,009 511,061
George M. Walker..... 52,000 $1,042,522 29,733 14,267 628,297 229,403
Stephen R. Ley....... -0- -0- 3,425 10,575 74,265 63,527
Kevin J. Brown....... -0- -0- 825 1,175 12,478 17,772
</TABLE>
- ---------------
(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, 1997 of the shares
subject to the options over the aggregate option exercise price.
11
<PAGE> 14
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 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 $125,000.
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 1997 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, Ley, 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 benefit limitations imposed by federal law and at
the year 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 -- 15, Mr. Connelly -- 3, Mr. Walker -- 35, Mr.
Ley -- 2, and Mr. Brown -- 1. 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................. $ 40,918 $ 54,544 $ 68,169 $ 81,794 $ 95,378
250,000................. 51,418 68,543 85,668 102,793 119,876
300,000................. 61,919 82,544 103,170 123,796 144,379
350,000................. 72,418 96,544 120,669 144,794 168,878
400,000................. 82,918 110,543 138,168 165,793 193,376
500,000................. 103,918 138,544 173,169 207,794 242,378
600,000................. 124,919 166,544 208,170 249,796 291,379
</TABLE>
OTHER
In fiscal 1997, the Compensation Committee of the Board recommended, and
the Board approved, a non-interest bearing loan in the amount of $278,102 to
Daniel W. Duval,
12
<PAGE> 15
President and Chief Executive Officer of the Company. The loan was made to
assist him in the payment of taxes associated with the issuance to him in
October 1996 of 25,260 restricted common shares of the Company as a payout of a
long-term incentive award for the three-year period ended August 31, 1996. Sale
of such shares is prohibited until certain vesting periods expire. At August 31,
1997, the entire amount of the loan had been repaid.
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.
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,
1997 of a $100 investment made on August 31, 1992 in company shares and each
index, with all dividends reinvested.
<TABLE>
<CAPTION>
MEASUREMENT PERIOD ROBBINS & S&P MACHINERY
(FISCAL YEAR COVERED) MYERS, INC. RUSSELL 2000 (DIVERSIFIED)
<S> <C> <C> <C>
8/92 100 100 100
8/93 123 133 156
8/94 125 140 173
8/95 185 170 199
8/96 300 188 222
8/97 447 242 340
</TABLE>
13
<PAGE> 16
AMENDMENT TO ARTICLES OF INCORPORATION
It is proposed that Article Fourth of the Company's Articles of
Incorporation be amended to increase the number of authorized common shares from
25,000,000 to 40,000,000. If amended, Article Fourth would read as follows:
FOURTH: The number of authorized shares of the corporation is 40,000,000
Common Shares without par value.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ADOPTION OF THE AMENDMENT.
Adoption of the proposed amendment requires the affirmative vote of the holders
of two-thirds of the Company's outstanding shares.
Of the 25,000,000 common shares presently authorized, [10,954,183] are
issued and outstanding, [1,332,634] are reserved for possible issuance under
Company compensation plans, and 2,905,100 shares are reserved for issuance upon
exercise of conversion rights under the Company's 6 1/2% Convertible
Subordinated Notes, due 2003. This leaves [9,808,083] common shares available
for issuance out of the 25,000,000 shares presently authorized. Upon adoption of
the proposed amendment to Article Fourth, [24,808,083] shares will be available
for issuance by the Board of Directors for purposes for which shares are not
currently reserved.
The Company has no present intention to use the additional shares for any
purpose and has not entered into any understanding or agreement regarding the
issuance thereof. The proposed increase in the number of authorized shares will,
however, make such shares available for future issuance for cash, for
acquisitions of property or shares of other corporations, for share dividends
and stock splits, for employee compensation, and for other corporate purposes of
the Company. While the additional shares would be available for all such
purposes, the Board has historically not used authorized and unissued shares for
acquisitions, but has used such shares primarily for stock splits and employee
incentive compensation. The Board of Directors would not seek from shareholders
any authorization or approval of issuance of additional common shares unless
required to do so by law or the rules of any exchange or trading system upon
which the shares are then listed.
Although the Board of Directors believes that it is in the best interest of
shareholders for the Board to have the flexibility to issue additional common
shares in any or all of the circumstances described in the preceding paragraph,
the issuance of additional shares, other than on a pro rata basis to current
shareholders, would have the effect of diluting the voting power of current
shareholders. In addition, the availability of sufficient authorized and
unissued common shares could, in certain circumstances, discourage an attempt by
another person or entity to acquire control of the Company.
APPOINTMENT OF INDEPENDENT AUDITORS
Ernst & Young LLP served as the Company's independent auditors during the
fiscal year ended August 31, 1997. 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.
14
<PAGE> 17
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, 1998. 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 1998.
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.
SHAREHOLDER PROPOSALS
A proposal by a shareholder intended for inclusion in the Company's proxy
statement and form of proxy for the 1998 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 13, 1998 in order to be eligible
for such inclusion. The 1998 Annual Meeting of Shareholders is presently
scheduled to be held on December 9, 1998.
By Order of the Board of
Directors,
JOSEPH M. RIGOT
Secretary
Dayton, Ohio
November 10, 1997
15
<PAGE> 18
ROBBINS & MYERS, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON DECEMBER 10, 1997
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned holder(s) of Common Shares of ROBBINS & MYERS, INC., an Ohio
corporation (the "Company"), hereby appoints Daniel W. Duval, Robert J.
Kegerreis, Ph.D., and Maynard H. Murch IV, and each of them, attorneys of the
undersigned, with power of substitution, to vote all of the Common Shares which
the undersigned is entitled to vote at the Annual Meeting of Shareholders of the
Company to be held on Wednesday, December 10, 1997, and at any adjournment
thereof, as follows:
<TABLE>
<S> <C> <C>
1. Election of Directors. [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all nominees listed below
below), including authority to
cumulate votes selectively among such
nominees.
Robert J. Kegerreis, Ph.D., William D. Manning, Jr., Maynard H. Murch IV, and John N. Taylor, Jr.
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee's name below.)
2. Adoption of an amendment to the Company's Articles of Incorporation increasing the number of authorized common shares
from 25,000,000 to 40,000,000;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Approval of the appointment of Ernst & Young LLP as independent auditors for the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, upon such other business as may properly come before the meeting or any adjournment thereof.
</TABLE>
(CONTINUED AND TO BE SIGNED AND DATED ON THE OTHER SIDE)
A VOTE FOR PROPOSALS 1, 2, AND 3 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, AND 3.
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, 1997.
DATED: , 1997
SIGNATURE
SIGNATURE (IF HELD JOINTLY)
SHAREHOLDERS SHOULD DATE THIS
PROXY AND SIGN HERE EXACTLY AS
NAME APPEARS AT LEFT. 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.
