<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K/A-1
[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, 1997 Commission File Numbers (33-61893)
ROBBINS & MYERS, INC. EMPLOYEE SAVINGS PLAN
(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)
================================================================================
<PAGE> 2
STATEMENT
---------
The restated audited financial statements of the Robbins & Myers, Inc.
Employee Savings Plan (the "Plan") as of and for the year ended December 31,
1997, (the "Restated Statements") are being filed herewith. The Restated
Statements include the assets associated with the Process Supply, Inc. Profit
Sharing Plan which was merged into the Plan as of December 31, 1997. Such
assets, as explained in Note 7 of the Restated Statements were inadvertently
omitted from the previously filed financial statements of the Plan. The
following Restated Statements of the Plan, notes thereto, and Report of
Independent Auditors thereon are being filed as Exhibit 99.1 to this Report and
replace Exhibit 99.1 of the Form 11-K for the Plan, dated June 26, 1998:
(a) Statement of Assets Available for Plan Benefits - December 31, 1997 and
1996;
(b) Statement of Changes in Assets Available for Plan Benefits - for the
years ended December 31, 1997 and 1996;
(c) Notes to Financial Statements; and
(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, 1997.
The consent of Independent Auditors to the incorporation by reference of
the foregoing financial statements in Registration statement on Form S-8 (No.
33-61893) 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 11K/A-1 annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROBBINS & MYERS, INC. EMPLOYEE
SAVINGS PLAN
By /s/ Stephen R. Ley
Name: Stephen R. Ley
Title: Member, Corporate Benefits
Committee
Dated: August 11, 1998
<PAGE> 3
INDEX TO EXHIBITS
-----------------
The following Exhibits are being filed with this Annual Report on Form
11-K/A-1:
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. Employee
Savings Plan as of and for the years ended December 31, 1997 and 1996.
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-61893) pertaining to the Robbins & Myers, Inc. Savings Plan for Union
Employees of our report dated May 29, 1998 (except for Note 7, as to which the
date is July 20, 1998), with respect to the financial statements of the Robbins
& Myers, Inc. Employee Savings Plan, as amended, included in this Annual Report
(Form 11-K/A-1) for the year ended December 31, 1997.
/s/ Ernst & Young LLP
Dayton, Ohio
August 10, 1998
<PAGE> 1
EXHIBIT 99.1
Financial Statements
Robbins & Myers, Inc.
Employee Savings Plan
Years ended December 31, 1997 and 1996
with Report of Independent Auditors
<PAGE> 2
Robbins & Myers, Inc.
Employee Savings Plan
Financial Statements
Years ended December 31, 1997 and 1996
TABLE OF CONTENTS
Report of Independent Auditors............................................... 1
Audited Financial Statements
Statements of Assets Available for Plan Benefits ............................ 2
Statements of Changes in Assets Available for Plan Benefits ................. 3
Notes to Financial Statements................................................ 4
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes................... 12
Line 27d - Schedule of Reportable Transactions............................... 13
<PAGE> 3
[ERNST & YOUNG LLP LETTERHEAD]
Report of Independent Auditors
Corporate Benefits Committee
Robbins & Myers, Inc. Employee Savings Plan
We have audited the accompanying financial statements of the Robbins & Myers,
Inc. Employee Savings Plan (the Plan) as of December 31, 1997 and 1996 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, 1997 and 1996 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 ended December 31, 1997 and reportable
transactions for the year ended December 31, 1997, 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.
As discussed in Note 7 to the financial statements, an error resulting in an
understatement of previously reported assets and additions to assets available
for plan benefits as of December 31, 1997 was discovered by management of the
Company during the current year. Accordingly, an adjustment has been made to
cash and cash equivalents and transfer of assets as a result of plan merger.
/s/ Ernst & Young LLP
May 29, 1998, except for Note 7,
as to which the date is July 20, 1998
1
<PAGE> 4
Robbins & Myers, Inc.
Employee Savings Plan
Statements of Assets Available for Plan Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996
-------------------------
<S> <C> <C>
ASSETS
Investments at fair value:
Cash and cash equivalents $ 1,832,003 $ --
Robbins & Myers, Inc. Common Stock 12,729,103 7,031,401
Vanguard Wellington Fund 4,632,182 3,701,946
Vanguard Windsor Fund 9,444,758 7,393,496
VMMR Prime Portfolio 578,929 661,137
Vanguard Index Small Capitalization Portfolio 1,469,757 1,063,535
Vanguard Windsor II 2,290,683 2,024,951
Vanguard Index 500 Portfolio 1,692,100 649,267
Vanguard U.S. Growth Fund 2,279,650 1,674,801
Vanguard International Growth Portfolio 435,105 285,061
Vanguard VBIF Total Bond Market Fund 383,537 142,185
Vanguard Investment Contract Trust 5,260,914 5,492,180
-------------------------
Total investments 43,028,721 30,119,960
Receivables:
Employer contribution receivable 407,919 392,811
Employee contribution receivable 216,153 187,912
Loans receivable from participants 1,187,272 615,112
-------------------------
Total receivables 1,811,344 1,195,835
-------------------------
Assets available for plan benefits $44,840,065 $31,315,795
=========================
</TABLE>
See accompanying notes.
2
<PAGE> 5
Robbins & Myers, Inc.
Employee Savings Plan
Statements of Changes in Assets Available for Plan Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1997 1996
---------------------------
<S> <C> <C>
ADDITIONS
Contributions from employees $ 3,039,550 $ 2,731,442
Contributions from employer 1,093,153 1,003,187
Transfer of assets as a result of
plan merger 1,832,003 --
Dividend income--Robbins & Myers, Inc.
Common Stock 63,428 47,197
Dividends and interest 2,778,948 1,725,540
---------------------------
Total additions 8,807,082 5,507,366
DEDUCTIONS
Withdrawals 1,615,333 2,448,177
Unrealized and realized appreciation
in fair value of investments 6,332,521 4,557,238
---------------------------
Net additions 13,524,270 7,616,427
Assets available for plan benefits at
beginning of year 31,315,795 23,699,368
---------------------------
Assets available for plan benefits at
end of year $44,840,065 $31,315,795
===========================
</TABLE>
See accompanying notes.
3
<PAGE> 6
Robbins & Myers, Inc.
Employee Savings Plan
Notes to Financial Statements
December 31, 1997
1. 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.
VALUATION OF 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 Trust are valued at their contract value which approximate
fair value. Cash and cash equivalents are stated at an amount whose cost
approximates market.
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 (depreciation) on securities represents the
difference between the current value and the cost of the investment and is
reflected in the statements of changes in assets available for plan benefits as
a part of unrealized and realized appreciation (depreciation) in fair value of
investments.
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.
4
<PAGE> 7
Robbins & Myers, Inc.
Employee Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF PLAN
The Plan is a defined contribution plan which covers salaried employees of
Robbins & Myers, Inc. (the Company) and its U.S. subsidiaries. Each year,
participants can make contributions of between 1 percent and 12 percent of
pretax annual compensation, as defined by the Plan. The Company contributes a
minimum of 40 percent of an employee's annual contribution and may elect to make
up to an additional 20 percent contribution at year-end. Only the first 6
percent of an employee's annual compensation is eligible for the employer's
match.
Participants are immediately vested in their contributions and any earnings on
these contributions. Matching contributions made by the Company become vested as
follows:
<TABLE>
<CAPTION>
VESTING
YEARS OF VESTING SERVICE PERCENTAGE
---------------------------------------------------
<S> <C>
Less than 1 year 0%
1 year but less than 2 years 20%
2 years but less than 3 years 40%
3 years but less than 4 years 60%
4 years but less than 5 years 80%
5 years or more 100%
</TABLE>
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
<PAGE> 8
Robbins & Myers, Inc.
Employee Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS
The fair value of individual investments that represent 5 percent or more of the
Plan's fair value of net assets available for plan benefits is as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996
----------------------------
<S> <C> <C>
Robbins & Myers, Inc. Common Stock $12,729,103 $7,031,401
Vanguard Wellington Fund 4,632,182 3,701,946
Vanguard Windsor Fund 9,444,758 7,393,496
Vanguard Windsor II 2,290,683 2,024,951
Vanguard U.S. Growth Fund 2,279,650 1,674,801
Vanguard Investment Contract Trust 5,260,914 5,492,180
</TABLE>
6
<PAGE> 9
Robbins & Myers, Inc.
Employees Savings Plan
Notes to Financial Statements (continued)
4. INVESTMENT FUND ACTIVITY
The Plan provides that participants may direct their contributions and the
Company's contributions to various types of investment funds. The changes in
assets available for plan benefits of the various funds for the year ended
December 31, 1997 are summarized in the following tables:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
-----------------------------------------------------------
ROBBINS &
CASH AND MYERS, INC. VANGUARD VANGUARD
CASH COMMON WELLINGTON WINDSOR
EQUIVALENTS STOCK FUND FUND
-----------------------------------------------------------
<S> <C> <C> <C> <C>
ADDITIONS
Contributions from employees $ -- $ 640,405 $ 538,788 $ 828,381
Contributions from employer -- 1,093,153 -- --
Transfer of assets as a result of plan merger 1,832,003 -- -- --
Dividend income--
Robbins & Myers, Inc. Common Stock -- 63,428 -- --
Dividends and interest -- -- 395,231 1,503,847
Transfers in -- -- -- 52,465
----------- ----------- ----------- -----------
Total additions 1,832,003 1,796,986 934,019 2,384,693
DEDUCTIONS
Withdrawals -- 512,277 330,343 471,363
Transfers out -- 65,635 144,786 --
----------- ----------- ----------- -----------
Total deductions -- 577,912 475,129 471,363
Unrealized and realized appreciation
in fair value of investments -- 4,499,268 473,775 149,887
----------- ----------- ----------- -----------
Net additions 1,832,003 5,718,342 932,665 2,063,217
Assets available for plan
benefits at beginning of year -- 7,450,195 3,733,578 7,445,493
----------- ----------- ----------- -----------
Assets available for plan
benefits at end of year $ 1,832,003 $13,168,537 $ 4,666,243 $ 9,508,710
=========== =========== =========== ===========
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
-----------------------------------------------------------
VANGUARD
VMMR INDEX SMALL VANGUARD
PRIME CAPITALIZATION VANGUARD INDEX 500
PORTFOLIO PORTFOLIO WINDSOR II PORTFOLIO
-----------------------------------------------------------
<S> <C> <C> <C> <C>
ADDITIONS
Contributions from employees $ 24,035 $ 175,298 $ 23 $ 426,935
Contributions from employer -- -- -- --
Transfer of assets as a result of plan merger -- -- -- --
Dividend income--
Robbins & Myers, Inc. Common Stock -- -- -- --
Dividends and interest 32,531 81,536 211,819 31,235
Transfers in -- 20,875 -- 440,208
----------- ----------- ----------- -----------
Total additions 56,566 277,709 211,842 898,378
DEDUCTIONS
Withdrawals 78,508 62,327 240,232 144,209
Transfers out 36,420 -- 100,953 --
----------- ----------- ----------- -----------
Total deductions 114,928 62,327 341,185 144,209
Unrealized and realized appreciation
in fair value of investments -- 182,554 395,057 278,800
----------- ----------- ----------- -----------
Net additions (58,362) 397,936 265,714 1,032,969
Assets available for plan
benefits at beginning of year 661,153 1,072,891 2,024,969 671,313
----------- ----------- ----------- -----------
Assets available for plan
benefits at end of year $ 602,791 $ 1,470,827 $ 2,290,683 $ 1,704,282
=========== =========== =========== ===========
</TABLE>
7
<PAGE> 10
Robbins & Myers, Inc.
Employees Savings Plan
Notes to Financial Statements (continued)
4. INVESTMENT FUND ACTIVITY (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
-----------------------------------------------------------------------------------
VANGUARD VANGUARD
INVESTMENT VANGUARD INTERNATIONAL VBIF
CONTRACT U.S. GROWTH GROWTH TOTAL BOND PARTICIPANT
TRUST FUND PORTFOLIO MARKET LOANS TOTAL
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Contributions from employees $ 270,859 $ 315,201 $ 140,191 $ 90,410 $ (410,976) $ 3,039,550
Contributions from employer -- -- -- -- -- 1,093,153
Transfer of assets as a result of plan merger -- -- -- -- -- 1,832,003
Dividend income--
Robbins & Myers, Inc. Common Stock -- -- -- -- -- 63,428
Dividends and interest 318,102 88,713 18,656 13,614 83,664 2,778,948
Transfers in -- -- 37,518 155,063 -- 706,129
----------- ----------- ----------- ----------- ----------- -----------
Total additions 588,961 403,914 196,365 259,087 (327,312) 9,513,211
DEDUCTIONS
Withdrawals 504,889 113,165 33,394 24,097 (899,471) 1,615,333
Transfers out 314,348 43,987 -- -- -- 706,129
----------- ----------- ----------- ----------- ----------- -----------
Total deductions 819,237 157,152 33,394 24,097 (899,471) 2,321,462
Unrealized and realized appreciation
in fair value of investments -- 358,854 (11,964) 6,290 -- 6,332,521
----------- ----------- ----------- ----------- ----------- -----------
Net (deductions) additions (230,276) 605,616 151,007 241,280 572,159 13,524,270
Assets available for plan
benefits at beginning of year 5,506,608 1,693,938 292,773 147,772 615,112 31,315,795
----------- ----------- ----------- ----------- ----------- -----------
Assets available for plan
benefits at end of year $ 5,276,332 $ 2,299,554 $ 443,780 $ 389,052 $ 1,187,271 $44,840,065
=========== =========== =========== =========== =========== ===========
</TABLE>
8
<PAGE> 11
Robbins & Myers, Inc.
Employees Savings Plan
Notes to Financial Statements (continued)
4. INVESTMENT FUND ACTIVITY (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
--------------------------------------------------------------------------------------------
ROBBINS & VANGUARD
MYERS, INC. VANGUARD VANGUARD VMMR INDEX SMALL VANGUARD
COMMON WELLINGTON WINDSOR PRIME CAPITALIZATION VANGUARD INDEX 500
STOCK FUND FUND PORTFOLIO PORTFOLIO WINDSOR II PORTFOLIO
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Contributions from employees $ 311,570 $ 525,623 $ 752,583 $ 138 $ 148,346 $ 36,781 $ 331,244
Contributions from employer 1,003,187 -- -- -- -- -- --
Transfer of assets as a result of plan
merger -- -- -- -- -- -- --
Dividend income--
Robbins & Myers, Inc. Common Stock 47,197 -- -- -- -- -- --
Dividends and interest -- 285,417 706,247 34,770 85,222 144,984 10,986
Transfers in 103,735 -- -- -- -- -- 253,482
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total additions 1,465,689 811,040 1,458,830 34,908 233,568 181,765 595,712
DEDUCTIONS
Withdrawals 396,279 372,753 527,439 100,390 73,183 218,832 13,657
Administrative expenses -- -- -- -- 2,781 -- --
Transfers out -- 131,053 682,489 103,862 56,261 213,631 --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total deductions 396,279 503,806 1,209,928 204,252 132,225 432,463 13,657
Unrealized and realized appreciation
in fair value of investments 2,830,485 223,059 831,691 -- 75,738 298,567 61,609
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net additions 3,899,895 530,293 1,080,593 (169,344) 177,081 47,869 643,664
Assets available for plan
benefits at beginning of year 3,550,300 3,203,285 6,364,900 830,497 895,810 1,977,100 27,649
---------- ---------- ---------- ---------- ---------- ---------- ----------
Assets available for plan
benefits at end of year $7,450,195 $3,733,578 $7,445,493 $ 661,153 $1,072,891 $2,024,969 $ 671,313
========== ========== ========== ========== ========== ========== ==========
</TABLE>
9
<PAGE> 12
Robbins & Myers, Inc.
Employees Savings Plan
Notes to Financial Statements (continued)
4. INVESTMENT FUND ACTIVITY (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
------------------------------------------------------
VANGUARD VANGUARD
INVESTMENT VANGUARD INTERNATIONAL VBIF
CONTRACT U.S. GROWTH GROWTH TOTAL BOND
TRUST FUND PORTFOLIO MARKET
-------------------------------------------------------
<S> <C> <C> <C> <C>
ADDITIONS
Contributions from employees $ 191,938 $ 194,884 $ 145,553 $ 92,782
Contributions from employer -- -- -- --
Transfer of assets as a result of plan merger -- -- -- --
Dividend income--
Robbins & Myers, Inc. Common Stock -- -- -- --
Dividends and interest 219,993 124,779 12,275 4,662
Transfers in 2,477,019 -- 133,430 46,422
----------- ----------- ----------- -----------
Total additions 2,888,950 319,663 291,258 143,866
DEDUCTIONS
Withdrawals 324,937 228,091 13,406 2,485
Administrative expenses -- -- -- --
Transfers out -- 138,323 -- --
----------- ----------- ----------- -----------
Total deductions 324,937 366,414 13,406 2,485
Unrealized and realized appreciation
in fair value of investments -- 226,943 8,461 685
----------- ----------- ----------- -----------
Net (deductions) additions 2,564,013 180,192 286,313 142,066
Assets available for plan
benefits at beginning of year 2,942,595 1,513,746 6,460 5,706
----------- ----------- ----------- -----------
Assets available for plan
benefits at end of year $ 5,506,608 $ 1,693,938 $ 292,773 $ 147,772
=========== =========== =========== ===========
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
------------------------------------------
T. ROWE
PRICE
STABLE VALUE PARTICIPANT
FUND LOANS TOTAL
------------------------------------------
<S> <C> <C> <C>
ADDITIONS
Contributions from employees $ -- $ -- $ 2,731,442
Contributions from employer -- -- 1,003,187
Transfer of assets as a result of plan merger -- --
Dividend income--
Robbins & Myers, Inc. Common Stock -- -- 47,197
Dividends and interest 50,070 46,135 1,725,540
Transfers in -- 483,890 3,497,978
--------- --------- ---------
Total additions 50,070 530,025 9,005,344
DEDUCTIONS
Withdrawals 166,467 7,477 2,445,396
Administrative expenses -- -- 2,781
Transfers out 1,884,047 288,312 3,497,978
--------- --------- ---------
Total deductions 2,050,514 295,789 5,946,155
Unrealized and realized appreciation
in fair value of investments -- -- 4,557,238
--------- --------- ---------
Net (deductions) additions (2,000,444) 234,236 7,616,427
Assets available for plan
benefits at beginning of year 2,000,444 380,876 23,699,368
--------- --------- ----------
Assets available for plan
benefits at end of year $ -- $ 615,112 $31,315,795
========= ========== ===========
</TABLE>
10
<PAGE> 13
Robbins & Myers, Inc.
Employee Savings Plan
Notes to Financial Statements (continued)
5. INCOME TAX STATUS
The Internal Revenue Service ruled on November 4, 1996 that the Plan qualifies
under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the
related trust is 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. 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. TRANSACTIONS WITH PARTIES-IN-INTEREST
As of December 31, 1997, the Plan held 321,199 shares of Robbins & Myers, Inc.
common stock in a company stock fund. During 1997, approximately 105,000 shares
were purchased at a cost of $3,418,924.
7. CORRECTION OF AN ERROR
Management has restated previously issued financial statements as of and for the
year ended December 31, 1997. The restatement reflects the correction of an
error as a result of assets associated with the Process Supply, Inc. Profit
Sharing Plan that was merged into the Plan as of December 31, 1997 being
omitted. The result is an increase to cash and cash equivalents of $1,832,003
and an increase in transfer of assets as a result of plan merger of $1,832,003.
8. YEAR 2000 ISSUE (UNAUDITED)
The plan sponsor has developed a plan to modify its internal information
technology to be ready for the Year 2000 and has begun converting critical data
processing systems. The project also includes determining whether third-party
service providers have reasonable plans in place to become Year 2000 compliant.
The plan sponsor currently expects the project to be substantially complete by
early 1999. The plan sponsor does not expect this project to have a significant
effect on plan operations.
11
<PAGE> 14
Supplemental Schedules
<PAGE> 15
Robbins & Myers, Inc.
Employee Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
EIN 31-0424220-011
December 31, 1997
<TABLE>
<CAPTION>
SHARES/ CURRENT
DESCRIPTION OF INVESTMENT UNITS COST VALUE
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash and cash equivalents 1,832,003 $ 1,832,003 $ 1,832,003
Robbins & Myers, Inc. Common Stock 321,199 6,576,436 12,729,103
Vanguard Wellington Fund 157,290 3,714,251 4,632,182
Vanguard Windsor Fund 556,228 8,755,332 9,444,758
VMMR Prime Portfolio 578,929 578,929 578,929
Vanguard Index Small Capitalization
Portfolio 61,885 1,179,325 1,469,757
Vanguard Windsor II 80,038 1,535,268 2,290,683
Vanguard Index 500 Portfolio 18,787 1,422,490 1,692,100
Vanguard U.S. Growth Fund 79,430 1,783,248 2,279,650
VBIF Total Bond Market Fund 38,012 377,420 383,537
Vanguard Investment Contract Trust 5,260,914 5,260,914 5,260,914
Vanguard International Growth Portfolio 26,547 443,067 435,105
-------------------------
$33,458,683 $43,028,721
=========================
</TABLE>
12
<PAGE> 16
Robbins & Myers, Inc.
Employee Savings Plan
Line 27d - Schedule of Reportable Transactions
EIN 31-0424220-011
Year ended December 31, 1997
<TABLE>
<CAPTION>
DESCRIPTION NUMBER NUMBER NET
IDENTITY OF OF OF PURCHASE OF SELLING HISTORICAL CURRENT GAIN
PARTY INVOLVED ASSETS PURCHASES PRICE SALES PRICE COST VALUE (LOSS)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CATEGORY (III)--A SERIES OF TRANSACTIONS IN EXCESS OF 5 PERCENT OF PLAN ASSETS
Robbins & Myers, Inc.
Common Stock Shares 113 $3,418,924 -- $ -- $ -- $3,418,924 $ --
Robbins & Myers, Inc.
Common Stock Shares -- -- 135 2,217,106 1,500,227 2,217,106 716,879
Vanguard Windsor Participating
Fund Units 80 3,468,069 -- -- -- 3,468,069 --
Vanguard Windsor Participating
Fund Units -- -- 109 1,566,694 1,392,660 1,566,694 174,033
Vanguard Investment Participating
Contract Trust Units 86 1,073,042 -- -- -- 1,073,042 --
Vanguard Investment Participating
Contract Trust Units -- -- 95 1,304,308 1,304,308 1,304,308 --
Vanguard Index 500 Participating
Portfolio Units 88 1,371,439 -- -- -- 1,371,439 --
Vanguard Index 500 Participating
Portfolio Units -- -- 69 607,407 539,216 607,407 68,191
</TABLE>
There were no category (i), (ii), or (iv) reportable transactions for the year.
13
