<PAGE> 1
================================================================================
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, 1997 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)
================================================================================
<PAGE> 2
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,
1997 and 1996
(b) Statement of Changes in Assets Available for Plan Benefits -
for the years ended December 31, 1997 and 1996
(c) Schedule of Assets Held for Investment - December 31, 1997;
(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
(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/ Stephen R. Ley
Name: Stephen R. Ley
Title: Member, Corporate Benefits
Committee
Dated: June 26, 1998
<PAGE> 3
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, 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. 333-002893) pertaining to the Robbins & Myers, Inc. Employee Savings
Plan for Union Employees of our report dated May 29, 1998, with respect to the
financial statements and schedules of the Robbins & Myers, Inc. Employees
Savings Plan for Union Employees included in this Annual Report (Form 11-K) for
the year ended December 31, 1997.
/s/ ERNST & YOUNG LLP
Dayton, Ohio
June 22, 1998
<PAGE> 1
EXHIBIT 99.1
Financial Statements
Robbins & Myers, Inc.
Savings Plan for Union Employees
Years ended December 31, 1997 and 1996
with Report of Independent Auditors
<PAGE> 2
Robbins & Myers, Inc.
Savings Plan for Union Employees
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
Statement of Changes in Assets Available for Plan Benefits--1997.........3
Statement of Changes in Assets Available for Plan Benefits--1996.........4
Notes to Financial Statements............................................5
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes...............8
Line 27d - Schedule of Reportable Transactions...........................9
<PAGE> 3
Report of Independent Auditors
Corporate Benefits Committee
Robbins & Myers, Inc. Savings Plan for Union Employees
We have audited the accompanying financial statements of the Robbins & Myers,
Inc. Savings Plan for Union Employees (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.
May 29, 1998
1
<PAGE> 4
Robbins & Myers, Inc.
Savings Plan for Union Employees
Statements of Assets Available for Plan Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996
--------------------------------------
<S> <C> <C>
ASSETS Investments at fair value:
Robbins & Myers Inc. Common Stock $ 309,123 $ 77,458
VMMR Prime Portfolio 301,165 236,996
Vanguard Wellington Fund 1,498,540 1,039,604
Vanguard Windsor II 1,303,333 713,298
Vanguard Index Small Capitalization Portfolio 409,628 226,348
Vanguard Investment Contract Trust 1,277,980 1,123,121
--------------------------------------
Total investments 5,099,769 3,416,825
Contributions receivable:
Employee 96,749 68,946
Employer 21,131 18,074
======================================
Assets available for plan benefits $ 5,217,649 $ 3,503,845
======================================
</TABLE>
See accompanying notes.
2
<PAGE> 5
Robbins & Myers, Inc.
Savings Plan for Union Employees
Statement of Changes in Assets Available for Plan Benefits
Year ended December 31, 1997
<TABLE>
<CAPTION>
ROBBINS & VANGUARD VANGUARD
MYERS, INC. VMMR VANGUARD VANGUARD INDEX SMALL INVESTMENT
COMMON PRIME WELLINGTON WINDSOR CAPITALIZATION CONTRACT
STOCK PORTFOLIO FUND II PORTFOLIO TRUST TOTAL
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Employee contributions $ 137,459 $ 82,321 $ 251,644 $ 281,947 $ 99,056 $ 221,702 $1,074,130
Employer contributions 142 17,481 57,358 51,756 19,800 74,029 220,566
Dividends and interest 1,079 14,478 125,654 117,358 22,400 72,121 353,090
Transfers in 25,747 - - 58,143 17,159 - 101,049
-----------------------------------------------------------------------------------------------
Total additions 164,427 114,280 434,656 509,204 158,415 367,852 1,748,835
DEDUCTIONS
Withdrawals 5,051 24,758 87,654 69,351 20,528 153,514 360,856
Transfers out - 22,675 21,144 - - 57,230 101,049
-----------------------------------------------------------------------------------------------
Total deductions 5,051 47,433 108,798 69,351 20,528 210,744 461,905
Unrealized and realized appreciation
in fair value of investments 78,740 - 138,449 160,993 48,692 - 426,874
-----------------------------------------------------------------------------------------------
Net additions 238,116 66,847 464,307 600,846 186,579 157,108 1,713,804
Assets available for plan benefits
at beginning of year 82,884 242,898 1,062,244 733,491 234,572 1,147,756 3,503,845
Assets available for plan benefits ----------------------------------------------------------------------------------------------
at end of year $ 321,000 $ 309,745 $1,526,551 $1,334,337 $ 421,151 $1,304,864 $5,217,649
===============================================================================================
</TABLE>
See accompanying notes.
3
<PAGE> 6
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 & VANGUARD VANGUARD
MYERS, INC. VMMR VANGUARD VANGUARD INDEX SMALL INVESTMENT
COMMON PRIME WELLINGTON WINDSOR CAPITALIZATION CONTRACT
STOCK PORTFOLIO FUND II PORTFOLIO TRUST TOTAL
----------------------------------------------------------------------------------------------
<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
----------------------------------------------------------------------------------------------
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
----------------------------------------------------------------------------------------------
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
----------------------------------------------------------------------------------------------
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
==============================================================================================
</TABLE>
See accompanying notes.
4
<PAGE> 7
Robbins & Myers, Inc.
Savings Plan for Union Employees
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 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.
5
<PAGE> 8
Robbins & Myers, Inc.
Savings Plan for Union Employees
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan which covers hourly employees of
Pfaudler, Inc., Chemineer, Inc., and Moyno Industrial Products, 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 and Moyno
Industrial Products) 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 or Moyno Industrial Products.
Participants are immediately vested in their contributions, as well as any of
Robbins & Myers, Inc.'s (the Company's) matching contributions 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.
3. INCOME TAX STATUS
The Internal Revenue Service ruled on November 5, 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
<PAGE> 9
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 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 $ 309,123 N/A
VMMR Prime Portfolio 301,165 236,996
Vanguard Wellington Fund 1,498,540 1,039,604
Vanguard Windsor II 1,303,333 713,298
Vanguard Investment Contract Trust 1,277,980 1,123,121
Vanguard Index Small Capitalization Portfolio 409,628 226,348
</TABLE>
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
As of December 31, 1997, the Plan held 7,800 shares of Robbins & Myers, Inc.
common stock in a company stock fund. During 1997, approximately 5,400 shares
were purchased at a total cost of $173,109.
6. 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.
7
<PAGE> 10
SUPPLEMENTAL SCHEDULES
<PAGE> 11
Robbins & Myers, Inc.
Savings Plan for Union Employees
Line 27a - Schedule of Assets Held for Investment Purposes
EIN 31-0424220-012
December 31, 1997
<TABLE>
<CAPTION>
SHARES/ CURRENT
DESCRIPTION OF INVESTMENT UNITS COST VALUE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Robbins & Myers, Inc.
Common Stock 7,800 $ 221,683 $ 309,123
VMMR Prime Portfolio 301,165 301,165 301,165
Vanguard Wellington 50,884 1,319,333 1,498,540
Vanguard Windsor II 45,539 1,105,710 1,303,333
Vanguard Index Small Capitalization
Portfolio 17,248 355,035 409,628
Vanguard Investment Contract Trust 1,277,980 1,277,980 1,277,980
-------------------------------------
$ 4,580,906 $ 5,099,769
=====================================
</TABLE>
8
<PAGE> 12
Robbins & Myers, Inc.
Savings Plan for Union Employees
Line 27d - Schedule of Reportable Transactions
EIN 31-0424220-012
For the year ended December 31, 1997
<TABLE>
<CAPTION>
DESCRIPTION NUMBER NUMBER
IDENTITY OF OF OF PURCHASE OF SELLING HISTORICAL CURRENT NET GAIN
PARTY INVOLVED ASSETS PURCHASES PRICE SALES PRICE COST VALUE (LOSS)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CATEGORY (iii)--A SERIES OF TRANSACTIONS IN EXCESS OF 5 PERCENT OF PLAN ASSETS
Robbins & Myers, Inc.
Common Stock Shares 31 $ 173,109 - $ - $ - $ 173,109 $ -
Robbins & Myers, Inc.
Common Stock Shares - - 7 20,184 17,039 20,184 3,145
Vanguard Wellington Participating
Fund Units 23 435,712 - - - 435,712 -
Vanguard Wellington Participating
Fund Units - - 72 115,224 103,041 115,224 12,183
Vanguard Windsor II Participating
Fund Units 34 579,965 - - - 579,965 -
Vanguard Windsor II Participating
Fund Units - - 60 150,924 122,329 150,924 28,595
Vanguard Index Small Participating
Capitalization Portfolio Units 20 181,652 - - - 181,652 -
Vanguard Index Small Participating
Capitalization Portfolio Units - - 64 46,267 43,369 46,267 2,898
Vanguard Investment Participating
Contract Trust Units 44 427,574 - - - 427,574 -
Vanguard Investment Participating
Contract Trust Units - - 68 272,715 272,715 272,715 -
</TABLE>
There were no category (i), (ii), or (iv) reportable transactions for the year.
9
