<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
For the Fiscal Year Ended
December 31, 1998 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
REQUIRED INFORMATION
--------------------
The Robbins & Myers, Inc. Employee Savings Plan (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) Statements 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) Notes to Financial Statements; and
(d) Schedule of Reportable Transactions for the year ended
December 31, 1998.
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 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: 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.
Employee Savings Plan as of and 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. 33-61893) pertaining to the Robbins & Myers, Inc. Employee Savings Plan
of our report dated June 3, 1999, with respect to the financial statements and
schedules of the Robbins & Myers, Inc. Employee Savings Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 1998.
/s/ ERNST & YOUNG LLP
Dayton, Ohio
June 24, 1999
<PAGE> 1
Exhibit 99.1
Financial Statements and
Supplemental Schedules
Robbins & Myers, Inc.
Employee Savings Plan
December 31, 1998 and 1997 and
for the year ended December 31, 1998
with Report of Independent Auditors
<PAGE> 2
Robbins & Myers, Inc.
Employee Savings Plan
Financial Statements and
Supplemental Schedules
December 31, 1998 and 1997 and
for the year ended December 31, 1998
TABLE OF CONTENTS
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..................................................5
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes.....................9
Line 27d - Schedule of Reportable Transactions................................10
<PAGE> 3
Report of Independent Auditors
Corporate Benefits Committee
Robbins & Myers, Inc. Employee Savings Plan
We have audited the accompanying statements of assets available for benefits of
the Robbins & Myers, Inc. Employee Savings Plan 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 purpose 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
<PAGE> 4
<TABLE>
<CAPTION>
Robbins & Myers, Inc.
Employee Savings Plan
Statements of Assets Available for Benefits
DECEMBER 31
1998 1997
--------------------------
<S> <C> <C>
ASSETS
Investments at fair value:
Money market fund $ - $ 1,832,003
Common stock:
Robbins & Myers, Inc. Common Stock 6,555,446 12,729,103
Shares of registered investment companies:
Vanguard Wellington Fund 5,306,655 4,632,182
Vanguard Windsor Fund 7,717,321 9,444,758
VMMR Prime Portfolio 558,433 578,929
Vanguard Index Small Capitalization Portfolio 1,273,352 1,469,757
Vanguard Windsor II Fund 2,132,036 2,290,683
Vanguard Index 500 Portfolio 4,643,739 1,692,100
Vanguard U.S. Growth Fund 3,952,102 2,279,650
Vanguard International Growth Portfolio 724,975 435,105
Vanguard VBIF Total Bond Market Fund 1,031,123 383,537
Common/collective Trust Fund:
Vanguard Retirement Savings Trust 6,792,328 5,260,914
Investments at estimated fair value:
Participant loans 1,183,487 1,187,272
--------------------------
Total investments 41,870,997 44,215,993
Contributions receivable:
Employer 50,213 407,919
Employee 176,637 216,153
--------------------------
Total receivables 226,850 624,072
--------------------------
Assets available for benefits $42,097,847 $44,840,065
==========================
</TABLE>
See accompanying notes.
2
<PAGE> 5
Robbins & Myers, Inc.
Employee Savings Plan
Statements of Changes in Assets Available for Benefits
Year ended December 31, 1998
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------
ROBBINS &
CASH AND MYERS, INC. VANGUARD VANGUARD VMMR
CASH COMMON WELLINGTON WINDSOR PRIME
EQUIVALENTS STOCK FUND FUND PORTFOLIO
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Employee contributions ........................ $ -- $1,344,787 $ 421,805 $ 589,383 $ (23,847)
Employer contributions ........................ -- 728,471 -- -- --
Dividend income--
Robbins & Myers, Inc. Common Stock ........ -- 73,700 -- -- --
Dividend and interest income .................. -- -- 595,187 690,461 29,610
----------------------------------------------------------------
Total additions ............................... -- 2,146,958 1,016,992 1,279,844 5,763
DEDUCTIONS
Benefit payments and withdrawals .............. -- 1,868,422 555,271 993,958 39,578
----------------------------------------------------------------
Total deductions .............................. -- 1,868,422 555,271 993,958 39,578
Net appreciation (depreciation) in fair value
of investments prior to interfund transfers -- (5,167,187) (11,941) (584,602) --
Interfund transfers ........................... (1,832,003) (1,656,388) 220,598 (1,454,251) (10,543)
----------------------------------------------------------------
Net (deductions) additions .................... (1,832,003) (6,545,039) 670,378 (1,752,967) (44,358)
Assets available for benefits
at beginning of year ...................... 1,832,003 13,168,537 4,666,243 9,508,710 602,791
----------------------------------------------------------------
Assets available for benefits
at end of year ............................ $ -- $6,623,498 $5,336,621 $7,755,743 $558,433
================================================================
</TABLE>
<TABLE>
<CAPTION>
FUND INFORMATION
---------------------------------------
VANGUARD
INDEX SMALL VANGUARD VANGUARD
CAPITALIZATION WINDSOR II INDEX 500
PORTFOLIO FUND PORTFOLIO
---------------------------------------
<S> <C> <C> <C>
ADDITIONS
Employee contributions ........................ $ 167,328 $ -- $ 537,140
Employer contributions ........................ -- -- --
Dividend income--
Robbins & Myers, Inc. Common Stock ........ -- -- --
Dividend and interest income .................. 113,929 215,271 66,264
---------------------------------------
Total additions ............................... 281,257 215,271 603,404
DEDUCTIONS
Benefit payments and withdrawals .............. 284,607 135,607 439,817
---------------------------------------
Total deductions .............................. 284,607 135,607 439,817
Net appreciation (depreciation) in fair value
of investments prior to interfund transfers (131,061) 126,423 736,894
Interfund transfers ........................... (53,044) (364,734) 2,069,164
---------------------------------------
Net (deductions) additions .................... (187,455) (158,647) 2,969,645
Assets available for benefits
at beginning of year ...................... 1,470,827 2,290,683 1,704,282
---------------------------------------
Assets available for benefits
at end of year ............................ $1,283,372 $2,132,036 $4,673,927
=======================================
</TABLE>
See accompanying notes.
3
<PAGE> 6
Robbins & Myers, Inc.
Employee Savings Plan
Statements of Changes in Assets Available for Benefits (continued)
Year ended December 31, 1998
<TABLE>
<CAPTION>
FUND INFORMATION
-------------------------------------------------------------------
VANGUARD VANGUARD VANGUARD
RETIREMENT VANGUARD INTERNATIONAL VBIF
SAVINGS U.S. GROWTH GROWTH TOTAL BOND PARTICIPANT
TRUST FUND PORTFOLIO MARKET LOANS TOTAL
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Employee contributions $ 211,262 $ 312,814 $ 140,289 $ 75,551 $ 73,886 $ 3,850,398
Employer contributions - - - - - 728,471
Dividend income--
Robbins & Myers, Inc. Common Stock - - - - - 73,700
Dividend and interest income 361,884 239,883 14,854 44,648 99,721 2,471,712
--------------------------------------------------------------------------------
Total additions 573,146 552,697 155,143 120,199 173,607 7,124,281
DEDUCTIONS
Benefit payments and withdrawals 636,651 372,882 139,380 305,579 (84,902) 5,686,850
--------------------------------------------------------------------------------
Total deductions 636,651 372,882 139,380 305,579 (84,902) 5,686,850
Net appreciation (depreciation) in fair value
of investments prior to interfund transfers 774,218 68,623 8,984 - (4,179,649)
Interfund transfers 1,595,419 721,160 203,026 823,889 (262,293) -
--------------------------------------------------------------------------------
Net (deductions) additions 1,531,914 1,675,193 287,412 647,493 (3,784) (2,742,218)
Assets available for benefits
at beginning of year 5,276,332 2,299,554 443,780 389,052 1,187,271 44,840,065
--------------------------------------------------------------------------------
Assets available for benefits
at end of year $ 6,808,246 $ 3,974,747 $ 731,192 $ 1,036,545 $ 1,183,487 $ 42,097,847
================================================================================
</TABLE>
See accompanying notes.
4
<PAGE> 7
Robbins & Myers, Inc.
Employee Savings Plan
Notes to Financial Statements
December 31, 1998
1. DESCRIPTION OF PLAN
The Robbins & Myers, Inc. Employee Savings Plan (the Plan) is a defined
contribution plan which covers salaried employees of Robbins & Myers, Inc. (the
Plan Sponsor and 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:
VESTING PERCENTAGE
YEARS OF VESTING SERVICE
- ----------------------------------------------------------
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%
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. In the event of Plan termination, participants will become
100 percent vested in their balances.
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)
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 and money market fund 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 quoted redemption
values on the last business day of the Plan year. Participant loans are valued
at their outstanding balances, which approximates 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.
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 4, 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.
6
<PAGE> 9
Robbins & Myers, Inc.
Employee Savings Plan
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:
DECEMBER 31
1998 1997
----------------------------------
Robbins & Myers, Inc. Common Stock $ 6,555,446 $ 12,729,103
Vanguard Wellington Fund 5,306,655 4,632,182
Vanguard Windsor Fund 7,717,321 9,444,758
Vanguard Windsor II Fund 2,132,036 2,290,683
Vanguard U.S. Growth Fund 3,952,102 2,279,650
Vanguard Retirement Savings Trust 6,792,328 5,260,914
Vanguard 500 Index Fund 4,643,739 -
Net (depreciation) appreciation in the fair value of investments in common stock
and registered investment companies was ($5,167,187) and $987,538, respectively
for the year ended December 31, 1998.
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
As of December 31, 1998, the Plan held 296,291 shares of Robbins & Myers, Inc.
common stock in a company stock fund. During 1998, shares were purchased at a
total cost of $6,302,890 and shares were sold at a selling price of $7,311,743.
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.
7
<PAGE> 10
Robbins & Myers, Inc.
Employee Savings Plan
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.
8
<PAGE> 11
Robbins & Myers, Inc.
Employee Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
EIN 31-0424220
Plan No. 011
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 Fund * 296,291 Shares $ 7,027,771 $ 6,555,446
Shares off registered investment companies:
Vanguard Wellington Fund * 180,806 Units 4,603,503 5,306,655
Vanguard Windsor Fund * 495,653 Units 7,822,537 7,717,321
VMMR Prime Portfolio * 558,433 Units 558,433 558,433
Vanguard Index 500 Fund * 40,752 Units 3,779,365 4,643,739
Vanguard Index Small Capitalization
Portfolio * 60,064 Units 1,169,001 1,273,352
Vanguard Windsor II Fund * 71,425 Units 1,442,509 2,132,036
Vanguard U.S. Growth Fund * 105,417 Units 2,873,948 3,952,102
Vanguard VBIF Total Bond Market Fund * 100,401 Units 1,019,916 1,031,123
Vanguard International Growth Portfolio * 38,624 Units 677,386 724,975
Common/collective trust fund:
Vanguard Retirement Savings Trust * 6,792,328 Units 6,792,328 6,792,328
Participant Loans Rates from 7-10% - 1,183,487
---------------------------------
$ 37,766,697 $ 41,870,997
=================================
</TABLE>
* Indicates party-in-interest to the Plan.
9
<PAGE> 12
Robbins & Myers, Inc.
Employee Savings Plan
Line 27d - Schedule of Reportable Transactions
EIN 31-0424220
Plan No. 011
Year ended December 31, 1998
<TABLE>
<CAPTION>
DESCRIPTION
IDENTITY OF OF PURCHASE SELLING
PARTY INVOLVED ASSET PRICE PRICE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Category (iii)--A Series of Transactions in Excess of 5 Percent of Plan Assets
Robbins & Myers, Inc. Common Stock Common Stock $ 6,302,890 $ -
Robbins & Myers, Inc. Common Stock Common Stock - 7,311,743
Vanguard VBIF Total Bond Market Fund Shares of registered investment company 2,338,418 -
Vanguard VBIF Total Bond Market Fund Shares of registered investment company - 1,699,817
Vanguard U.S. Growth Fund Shares of registered investment company 2,701,510 -
Vanguard U.S. Growth Fund Shares of registered investment company - 1,802,495
Vanguard Wellington Fund Shares of registered investment company 1,990,903 -
Vanguard Wellington Fund Shares of registered investment company - 1,304,489
Vanguard Windsor Fund Shares of registered investment company 2,186,435 -
Vanguard Windsor Fund Shares of registered investment company - 3,326,861
Vanguard Index 500 Portfolio Shares of registered investment company 4,113,846 -
Vanguard Index 500 Portfolio Shares of registered investment company - 1,896,139
Vanguard Retirement Savings Trust Common/collective trust fund 3,411,265 -
Vanguard Retirement Savings Trust Common/collective trust fund - 1,879,851
</TABLE>
<TABLE>
<CAPTION>
DESCRIPTION CURRENT VALUE NET
IDENTITY OF OF COST OF OF ASSET ON GAIN
PARTY INVOLVED ASSET ASSET TRANSACTION DATE (LOSS)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Category (iii)--A Series of Transactions in Excess of 5 Percent of Plan Assets
Robbins & Myers, Inc. Common Stock Common Stock $ 6,302,890 $ 6,302,890 $ -
Robbins & Myers, Inc. Common Stock Common Stock 5,853,121 7,311,743 1,458,622
Vanguard VBIF Total Bond Market Fund Shares of registered investment company 2,338,418 2,338,418 -
Vanguard VBIF Total Bond Market Fund Shares of registered investment company 1,695,942 1,699,817 3,875
Vanguard U.S. Growth Fund Shares of registered investment company 2,701,510 2,701,510 -
Vanguard U.S. Growth Fund Shares of registered investment company 1,612,534 1,802,495 189,960
Vanguard Wellington Fund Shares of registered investment company 1,990,903 1,990,903 -
Vanguard Wellington Fund Shares of registered investment company 1,101,978 1,304,489 202,511
Vanguard Windsor Fund Shares of registered investment company 2,186,435 2,186,435 -
Vanguard Windsor Fund Shares of registered investment company 3,118,845 3,326,861 208,016
Vanguard Index 500 Portfolio Shares of registered investment company 4,113,846 4,113,846 -
Vanguard Index 500 Portfolio Shares of registered investment company 1,754,176 1,896,139 141,963
Vanguard Retirement Savings Trust Common/collective trust fund 3,411,265 3,411,265 -
Vanguard Retirement Savings Trust Common/collective trust fund 1,879,851 1,879,851 -
</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.
10
