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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
<TABLE>
<S> <C>
For the Fiscal Year Ended
December 31, 1998 Commission File Number (333-00289)
- ------------------------- ----------------------------------
</TABLE>
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, 1998
and 1997
(b) Statement of Changes in Assets Available for Plan Benefits - for the
year ended December 31, 1998
(c) Schedule of Assets Held for Investment Purposes - December 31, 1998;
(d) Schedule of Reportable Transactions for the year ended December 31,
1998
(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 28, 1999
<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, 1998.
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00289) pertaining to the Robbins & Myers, Inc. Savings Plan for
Union Employees of our report dated June 3, 1999, with respect to the financial
statements and schedules of the Robbins & Myers, Inc. Savings Plan for Union
Employees included in this Annual Report (Form 11-K) for the year ended December
31, 1998.
/s/ ERNST & YOUNG LLP
Dayton, Ohio
June 24, 1999
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Exhibit 99.1
Financial Statements and
Supplemental Schedules
Robbins & Myers, Inc.
Savings Plan for Union Employees
December 31, 1998 and 1997 and for the
year ended December 31, 1998
with Report of Independent Auditors
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Robbins & Myers, Inc.
Savings Plan for Union Employees
Financial Statements and
Supplemental Schedules
December 31, 1998 and 1997 and for
the year ended December 31, 1998
TABLE OF CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors...............................................................................1
Audited Financial Statements
Statements of Assets Available for Benefits .................................................................2
Statement of Changes in Assets Available for Benefits .......................................................3
Notes to Financial Statements................................................................................4
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes...................................................8
Line 27d - Schedule of Reportable Transactions...............................................................9
</TABLE>
<PAGE> 3
Report of Independent Auditors
Corporate Benefits Committee
Robbins & Myers, Inc. Savings Plan for Union Employees
We have audited the accompanying statements of assets available for benefits of
the Robbins & Myers, Inc. Savings Plan for Union Employees as of December 31,
1998 and 1997 and related statement of changes in assets available for benefits
for the year ended December 31, 1998 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 benefits of the Plan at December
31, 1998 and 1997 and the changes in its assets available for benefits for the
year ended December 31, 1998, 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 purposes as of December 31, 1998 and reportable transactions
for the year then ended, are presented for purposes of additional analysis and
are not a required part of the financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The Fund Information in the statement of changes in assets available
for benefits is presented for purposes of additional analysis rather than to
present the changes in assets available for benefits of each fund. The
supplemental schedules and Fund Information have been subjected to 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.
June 3, 1999 /s/ ERNST & YOUNG LLP
1
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Robbins & Myers, Inc.
Savings Plan for Union Employees
Statements of Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1998 1997
-----------------------------
<S> <C> <C>
ASSETS
Investments at fair value:
Common stock:
Robbins & Myers Inc. Common Stock $ 358,916 $ 309,123
Shares of registered investment companies:
VMMR Prime Portfolio 345,254 301,165
Vanguard Wellington Fund 1,641,957 1,498,540
Vanguard 500 Index Fund 116,332 -
Vanguard Windsor II Fund 1,756,472 1,303,333
Vanguard Index Small Capitalization Portfolio 440,518 409,628
Common/collective Trust Fund:
Vanguard Retirement Savings Trust 1,441,520 1,277,980
-----------------------------
Total investments 6,100,969 5,099,769
Contributions receivable:
Employee 101,534 96,749
Employer 21,713 21,131
==============================
Assets available for benefits $ 6,224,216 $ 5,217,649
==============================
</TABLE>
See accompanying notes.
2
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Robbins & Myers, Inc.
Savings Plan for Union Employees
Statement of Changes in Assets Available for Benefits
Year ended December 31, 1998
<TABLE>
<CAPTION>
FUND INFORMATION
-----------------------------------------------------------------------
ROBBINS &
MYERS, INC. VMMR VANGUARD VANGUARD 500
COMMON PRIME WELLINGTON INDEX
STOCK PORTFOLIO FUND FUND
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
ADDITIONS
Employee contributions $ 145,149 $ 85,891 $ 244,879 $ 6,413
Employer contributions 9,982 17,797 58,913 1,769
Dividend income - Robbins & Myers, Inc.
Common Stock 2,432 - - -
Dividend and interest income - 17,327 181,974 682
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Total additions 157,563 121,015 485,766 8,864
DEDUCTIONS
Benefit payments and withdrawals 21,371 53,170 281,641 39
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Total deductions 21,371 53,170 281,641 39
Net appreciation (depreciation) in fair value
of investments prior to interfund transfers (163,623) - (2,659) 5,395
Interfund transfers 80,014 (22,841) (58,198) 105,966
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Net additions 52,583 45,004 143,268 120,186
Assets available for benefits
at beginning of year 321,000 309,745 1,526,552 -
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Assets available for benefits
at end of year $ 373,583 $ 354,749 $ 1,669,820 $ 120,186
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</TABLE>
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------
VANGUARD VANGUARD
VANGUARD INDEX SMALL RETIREMENT
WINDSOR CAPITALIZATION SAVINGS
II PORTFOLIO TRUST TOTAL
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<S> <C> <C> <C> <C>
ADDITIONS
Employee contributions $ 333,012 $ 98,916 $ 206,540 $ 1,120,800
Employer contributions 60,502 21,229 68,114 238,306
Dividend income - Robbins & Myers, Inc.
Common Stock - - - 2,432
Dividend and interest income 175,577 35,618 82,111 493,289
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Total additions 569,091 155,763 356,765 1,854,827
DEDUCTIONS
Benefit payments and withdrawals 138,537 35,502 157,309 687,569
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Total deductions 138,537 35,502 157,309 687,569
Net appreciation (depreciation) in fair value
of investments prior to interfund transfers 49,959 (49,763) - (160,691)
Interfund transfers (26,447) (41,122) (37,372) -
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Net additions 454,066 29,376 162,084 1,006,567
Assets available for benefits
at beginning of year 1,334,337 421,151 1,304,864 5,217,649
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Assets available for benefits
at end of year $ 1,788,403 $ 450,527 $ 1,466,948 $ 6,224,216
====================================================================
</TABLE>
See accompanying notes.
3
<PAGE> 6
Robbins & Myers, Inc.
Savings Plan for Union Employees
Notes to Financial Statements
December 31, 1998
1. DESCRIPTION OF THE PLAN
The Robbins & Myers, Inc. (Plan Sponsor and Company) Savings Plan for Union
Employees (the Plan) is a defined contribution plan which covers hourly
employees of Pfaudler, Inc., Chemineer, Inc., and Moyno Industrial Products, who
are covered by collective bargaining agreements at their United States
operations.
Each year, participants can make pretax and/or after-tax basic contributions up
to a maximum of 12 percent 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. For Moyno Industrial Products employees, the plan sponsor
contributes an additional 10 percent of the first 6 percent of each
participant's compensation. The plan sponsor does not make any matching
contributions for employees of Chemineer.
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
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<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 investments 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. In the event of Plan termination, participants will become
100 percent vested in their accounts.
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.
4
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Robbins & Myers, Inc.
Savings Plan for Union Employees
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan maintains its accounting records on the accrual basis of accounting.
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
Retirement Savings Trust are based on redemption values on the last business day
of the Plan year.
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.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles, requires management to make estimates that affect the
amounts reported in the financial statements. Actual results could differ from
those estimates.
3. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated November 5, 1996, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Corporate Benefits
Committee believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
the related trust is tax exempt.
5
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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 or more of the
Plan's fair value of assets available for benefits is as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1998 1997
------------------------------------
<S> <C> <C>
Robbins & Myers, Inc. Common Stock $ 358,916 $ 309,123
VMMR Prime Portfolio 345,254 301,165
Vanguard Wellington Fund 1,641,957 1,498,540
Vanguard Windsor II Fund 1,756,472 1,303,333
Vanguard Retirement Savings Trust 1,441,520 1,277,980
Vanguard Index Small Capitalization Portfolio 440,518 409,628
</TABLE>
Net (depreciation) appreciation in the fair value of investments in common stock
and registered investment companies was ($163,623) and $2,932, respectively for
the year ended December 31, 1998.
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
As of December 31, 1998, the Plan held 16,226 shares of Robbins & Myers, Inc.
common stock in a company stock fund. During 1998, shares were purchased at a
total cost of $438,671 and shares were sold at a total selling price of
$225,255.
6. YEAR 2000 ISSUE (UNAUDITED)
The Plan Sponsor has determined that it will be necessary to take certain steps
in order to ensure that the Plan's information systems are prepared to handle
year 2000 dates. The Plan Sponsor is taking a two-phase approach. The first
phase addresses internal systems that must be modified or replaced to function
properly. Both internal and external resources are being utilized to replace or
modify existing software applications, and test the software and equipment for
the year 2000 modifications. The Plan Sponsor anticipates substantially
completing this phase of the project by July 1999. Costs associated with
modifying software and equipment are not estimated to be significant and will be
paid by the Plan Sponsor.
6
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Robbins & Myers, Inc.
Savings Plan for Union Employees
Notes to Financial Statements (continued)
6. YEAR 2000 ISSUE (UNAUDITED) (CONTINUED)
For the second phase of the project, Plan management established formal
communication with its third-party service providers to determine that they have
developed plans to address their year 2000 problems as they relate to the Plan's
operations. All third-party service providers have indicated that they will be
year 2000 compliant by early 1999. If modification of data processing systems of
either the Plan, the Plan Sponsor, or its service providers are not completed
timely, the year 2000 problem could have a material impact on the operations of
the Plan. Plan management has not developed a contingency plan, because they are
confident that all systems will be year 2000 ready.
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
Plan No. 012
December 31, 1998
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF CURRENT
LESSOR OR SIMILAR PARTY INVESTMENT COST VALUE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock:
Robbins & Myers, Inc.
Common Stock 16,226 shares $ 441,563 $ 358,916
Shares of registered investment companies:
VMMR Prime Portfolio* 345,254 units 345,254 345,254
Vanguard Wellington* 55,944 units 1,522,192 1,641,957
Vanguard 500 Index Fund* 1,021 units 110,939 116,332
Vanguard Windsor II Fund* 58,843 units 1,547,245 1,756,472
Vanguard Index Small Capitalization
Portfolio* 20,779 units 437,898 440,518
Common/collective Trust Fund:
Vanguard Retirement Savings Trust* 1,441,520 units 1,441,520 1,441,520
------------------------------
$ 5,846,611 $ 6,100,969
==============================
</TABLE>
* Indicates party-in-interest to the Plan
8
<PAGE> 12
Robbins & Myers, Inc.
Savings Plan for Union Employees
Line 27d - Schedule of Reportable Transactions
EIN 31-0424220
Plan No. 012
For the year ended December 31, 1998
<TABLE>
<CAPTION>
DESCRIPTION
IDENTITY OF OF PURCHASE SELLING COST
PARTY INVOLVED ASSET PRICE PRICE OF ASSET
- ---------------------------------------------------------------------------------------------------------------------------------
Category (iii)--A Series of Transactions in Excess of 5 Percent of Plan Assets
<S> <C> <C> <C> <C>
Robbins & Myers, Inc. Common Stock Common stock $438,671 $ - $438,671
Robbins & Myers, Inc. Common Stock Common stock - 225,255 218,791
VMMR Prime Portfolio Shares of registered investment company 436,589 - 436,589
VMMR Prime Portfolio Shares of registered investment company - 392,500 392,500
Vanguard Wellington Fund Shares of registered investment company 534,968 - 534,968
Vanguard Wellington Fund Shares of registered investment company - 388,891 335,944
Vanguard Windsor II Fund Shares of registered investment company 759,418 - 759,418
Vanguard Windsor II Fund Shares of registered investment company - 356,239 319,861
Vanguard Index Small Capitalization Portfolio Shares of registered investment company 197,151 - 197,151
Vanguard Index Small Capitalization Portfolio Shares of registered investment company - 115,750 113,541
Vanguard Retirement Savings Trust Common/collective Trust Fund 375,236 - 375,236
Vanguard Retirement Savings Trust Common/collective Trust Fund - 211,696 211,696
</TABLE>
<TABLE>
<CAPTION>
CURRENT
VALUE OF
DESCRIPTION ASSET ON
IDENTITY OF OF TRANSACTION NET GAIN
PARTY INVOLVED ASSET DATE (LOSS)
- -------------------------------------------------------------------------------------------------------------------------------
Category (iii)--A Series of Transactions in Excess of 5 Percent of Plan Assets
<S> <C> <C> <C>
Robbins & Myers, Inc. Common Stock Common stock $ 438,671 $ -
Robbins & Myers, Inc. Common Stock Common stock 225,255 6,464
VMMR Prime Portfolio Shares of registered investment company 436,589 -
VMMR Prime Portfolio Shares of registered investment company 392,500 -
Vanguard Wellington Fund Shares of registered investment company 534,968 -
Vanguard Wellington Fund Shares of registered investment company 388,891 52,947
Vanguard Windsor II Fund Shares of registered investment company 759,418 -
Vanguard Windsor II Fund Shares of registered investment company 356,239 36,378
Vanguard Index Small Capitalization Portfolio Shares of registered investment company 197,151 -
Vanguard Index Small Capitalization Portfolio Shares of registered investment company 115,750 2,209
Vanguard Retirement Savings Trust Common/collective Trust Fund 375,236 -
Vanguard Retirement Savings Trust Common/collective Trust Fund 211,696 -
</TABLE>
Notes:
There were no category (i), (ii), or (iv) reportable transactions during the
year ended December 31, 1998. Rental expense and expense incurred with
transactions are not applicable.
9
