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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 AND EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended
December 31, 1996 Commission File Number (333-00289)
- --------------------------------- ----------------------------------
ROBBINS & MYERS, INC. SAVINGS PLAN FOR UNION EMPLOYEES
(Name of Plan)
- -------------------------------------------------------------------------------
ROBBINS & MYERS, INC.
1400 Kettering Tower
Dayton, Ohio 45423
(937) 222-2610
(Name of Issuer of Security, held pursuant to Plan and address of its principal
executive office)
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REQUIRED 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,
1996 and 1995;
(b) Statement of Changes in Assets Available for Plan Benefits - for
the years ended December 31, 1996 and 1995;
(c) Schedule of Assets Held for Investment - December 31, 1996;
(d) Schedule of Transactions or Series of Transactions in Excess of 5
percent of the Current Value of Plan Assets for the year ended December 31,
1996;
(e) Notes to Financial Statements; and
(f) Report of Independent Auditors.
The consent of Independent Auditors to the incorporation by reference
of the foregoing financial statements in Registration statement on Form S-8 (No.
333-00289) 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. 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: June 27, 1997
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INDEX TO EXHIBITS
-----------------
The following Exhibits are being filed with this Annual Report on Form
11-K:
EXHIBIT
- -------
(23) CONSENT OF EXPERTS AND COUNSEL
23.1 Consent of Ernst & Young LLP.
(99) ADDITIONAL EXHIBITS
99.1 Audited Financial Statement of Robbins & Myers,
Inc. Savings Plan for Union Employees for the year ended
December 31, 1996 and 1995.
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EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00289) pertaining to the Robbins & Myers, Inc. Savings Plan for
Union Employees of our report dated May 16, 1997, with respect to the
financial statements of the Robbins & Myers, Inc. Savings Plan for Union
Employees included in this Annual Report (Form 11-K) for the year ended
December 31, 1996.
/s/ ERNST & YOUNG LLP
Dayton, Ohio
June 23, 1997
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EXHIBIT 99.1
Audited Financial Statements
and Other Financial Information
Robbins & Myers, Inc. Savings Plan
for Union Employees
Years ended December 31, 1996 and 1995
with Report of Independent Auditors
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[Ernst & Young LLP Letterhead]
Report of Independent Auditors
Corporate Benefits Committee
Robbins & Myers, Inc. Savings Plan for Union Employees
We have audited the accompanying financial statements and of the Robbins &
Myers, Inc. Savings Plan for Union Employees (the Plan), as of December 31, 1996
and 1995 and for the years then ended as listed in the table of contents. 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 assets available for plan benefits of the Plan at
December 31, 1996 and 1995 and the changes in its assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment for the year ending December 31, 1996, and transactions or
series of transactions in excess of 5 percent of the current value of plan
assets for the year ending December 31, 1996 are presented for purposes of
complying with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the financial statements. The supplemental schedules have
been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole.
Ernst & Young LLP
May 16, 1997
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Robbins & Myers, Inc.
Savings Plan for Union Employees
Statement of Changes in Assets Available for Plan Benefits
Year ended December 31, 1996
<TABLE>
<CAPTION>
Robbins & Myers, Inc. Savings Plan
for Union Employees
Statements of Assets Available for Plan Benefits
DECEMBER 31
<S> <C> <C>
1996 1995
----------------------
Assets
Investments at fair value:
Robbins & Myers Inc. Common Stock $77,458 $0
VMMR Prime Portfolio 236,996 195,986
Vanguard Wellington Fund 1,039,604 664,408
Vanguard Windsor II 713,298 355,643
Vanguard Index Small Capitalization Portfolio 226,348 104,405
Vanguard Investment Contract Trust 1,123,121 894,191
----------------------
Total investments 3,416,825 2,214,633
Contributions receivable:
Employee 68,946 47,007
Employer 18,074 16,580
----------------------
Assets available for plan benefits $3,503,845 $2,278,220
======================
See accompanying notes.
</TABLE>
2
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<TABLE>
<CAPTION>
Robbins & Myers, Inc.
Savings Plan for Union Employees
Statement of Changes in Assets Available for Plan Benefits
Year ended December 31, 1996
ROBBINS & VANGUARD VANGUARD
MYERS, INC. VMMR VANGUARD VANGUARD INDEX SMALL INVESTMENT
COMMON PRIME WELLINGTON WINDSOR CAPITALIZATION CONTRACT
STOCK PORTFOLIO FUND II PORTFOLIO TRUST TOTAL
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<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Employee contributions $70,605 $69,257 $235,547 $225,781 $95,085 $243,058 $939,333
Employer contributions - 20,813 64,349 49,500 20,228 84,892 239,782
Dividends and interest 210 11,234 77,101 47,415 17,267 60,390 213,617
Transfers in 584 - 8,669 7,333 5,915 - 22,501
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Total additions 71,399 101,304 385,666 330,029 138,495 388,340 1,415,233
DEDUCTIONS
Withdrawals 410 39,661 59,936 32,610 22,623 160,193 315,433
Transfers out - 20,756 - - - 1,745 22,501
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Total deductions 410 60,417 59,936 32,610 22,623 161,938 337,934
Unrealized and realized appreciation
in fair value of investments 11,895 - 55,933 70,197 10,301 - 148,326
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Net additions 82,884 40,887 381,663 367,616 126,173 226,402 1,225,625
Assets available for plan benefits
at beginning of year - 202,011 680,581 365,875 108,399 921,354 2,278,220
Assets available for plan benefits --------------------------------------------------------------------------
at end of year $82,884 $242,898 $1,062,244 $733,491 $234,572 $1,147,756 $3,503,845
==========================================================================
See accompanying notes.
</TABLE>
3
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<TABLE>
<CAPTION>
Robbins & Myers, Inc.
Savings Plan for Union Employees
Statement of Changes in Assets Available for Plan Benefits
Year ended December 31, 1995
Vanguard Putnam
VMMR Vanguard Vanguard Index Small Investment
Prime Wellington Windsor Capitalization Contract
Portfolio Fund II Portfolio Trust Total
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<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Employee contributions $47,856 $128,823 $81,823 $33,609 $212,760 $504,871
Employer contributions 16,626 43,268 27,932 10,279 73,731 171,836
Dividends and interest 9,717 30,556 19,417 3,679 46,628 109,997
Transfers in - 270 8,650 539 28 9,487
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Total additions 74,199 202,917 137,822 48,106 333,147 796,191
DEDUCTIONS
Withdrawals 30,029 51,087 24,291 16,724 114,221 236,352
Transfers out - 290 28 - 9,169 9,487
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Total deductions 30,029 51,377 24,319 16,724 123,390 245,839
Unrealized and realized appreciation
in fair value of investments - 116,524 64,515 15,546 - 196,585
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Net additions 44,170 268,064 178,018 46,928 209,757 746,937
Assets available for plan benefits
at beginning of year 157,841 412,517 187,857 61,471 711,597 1,531,283
Assets available for plan benefits -----------------------------------------------------------------
at end of year $202,011 $680,581 $365,875 $108,399 $921,354 $2,278,220
================================================================
See accompanying notes.
</TABLE>
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Robbins & Myers, Inc.
Savings Plan for Union Employees
Notes to Financial Statements
December 31, 1996
1. DESCRIPTION OF THE PLAN
The Robbins & Myers, Inc. Savings Plan for Union Employees of Pfaudler was
amended on January 1, 1996 to cover both the employees of Pfaudler, Inc. and
Chemineer, Inc. and the name of the plan was changed to the Robbins & Myers,
Inc. Savings Plan for Union Employees (the Plan).
The Plan is a defined contribution plan which covers hourly employees of
Pfaudler, Inc. and Chemineer, Inc. who are covered by a collective bargaining
agreement at their United States operations.
Each year, participants can make pretax and/or after-tax basic contributions up
to a maximum of either 6 percent (Chemineer) or 12 percent (Pfaudler) of annual
compensation as defined in the Plan. For Pfaudler employees, the plan sponsor
contributes an additional 50 percent of the first 6 percent of each
participant's compensation that the participant elects to contribute. The plan
sponsor does not make any matching contributions for employees of Chemineer.
Participants are immediately vested in their contributions, as well as any of
Robbins & Myers, Inc.'s (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.
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.
5
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Robbins & Myers, Inc.
Savings Plan for Union Employees
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 units of the Vanguard
Investment Contract Fund are valued at their contract values which approximate
fair value.
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.
MANAGEMENT'S USE OF ESTIMATES
The preparation of financial statements, in conformity with generally accepted
accounting principles, requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements.
Estimates also affect the reported amounts of changes in net assets during the
reporting period. Actual results could differ from those estimates.
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.
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Robbins & Myers, Inc.
Savings Plan for Union Employees
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,
1996 1995
-------------------------------------
<S> <C> <C>
VMMR Prime Portfolio $ 236,996 $195,986
Vanguard Wellington Fund 1,039,604 664,408
Vanguard Windsor II 713,298 355,643
Vanguard Investment Contract Trust 1,123,121 894,191
Vanguard Index Small Capitalization Portfolio 226,348 -
</TABLE>
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
As of December 31, 1996, the Plan held 3,098 shares of Robbins & Myers, Inc.
common stock in a company stock fund. All of these shares were purchased during
1996 at a total cost of $65,619.
7
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Other Financial Information
<PAGE> 10
<TABLE>
<CAPTION>
Robbins & Myers, Inc. Savings Plan
for Union Employees
Schedule of Assets Held for Investment
December 31, 1996
Shares/ Current
Description of Investment Units Cost Value
--------------------------------------------------------------------
<S> <C> <C> <C>
Robbins & Myers, Inc.
Common Stock 3,098 $ 65,619 $ 77,458
VMMR Prime Portfolio 236,996 236,996 236,996
Vanguard Wellington 39,756 986,662 1,039,604
Vanguard Windsor II 29,933 648,073 713,298
Vanguard Index Small Capitalization
Portfolio 11,189 217,550 226,348
Vanguard Investment Contract Trust 1,123,121 1,123,121 1,123,121
--------------------
$3,278,021 $3,416,825
=====================
</TABLE>
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<TABLE>
<CAPTION>
Robbins & Myers, Inc. Savings Plan
for Union Employees
Transactions or Series of Transactions in Excess of 5 Percent of the Current Value of Plan Assets
For the year ended December 31, 1996
DESCRIPTION NUMBER NUMBER
IDENTITY OF OF OF PURCHASE OF SELLING HISTORICAL CURRENT NET GAIN
PARTY INVOLVED ASSETS PURCHASES PRICE SALES PRICE COST VALUE (LOSS)
- ------------------------------------------------------------------------------------------------------------------------------------
CATEGORY (III)-A SERIES OF TRANSACTIONS IN EXCESS OF 5 PERCENT OF PLAN ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vanguard Wellington Fund Participating Units 25 $387,526 54 $68,264 $65,273 $68,264 $2,991
Vanguard Windsor II Participating Units 28 391,922 42 104,464 99,492 104,464 4,972
Vanguard Investment
Contract Trust Participating Units 48 467,406 55 238,769 238,769 238,769 -
VMMR Prime Portfolio Participating Units 36 101,369 40 60,417 60,417 60,417 -
Vanguard Index Small
Capitalization Portfolio Participating Units 20 134,737 31 21,920 20,417 21,920 1,503
There were no category (i), (ii), or (iv) reportable transactions for the year.
</TABLE>
9
