<PAGE> 1
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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
ROBBINS & MYERS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: ............
(2) Aggregate number of securities to which transaction applies: ...............
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined): ...............................
(4) Proposed maximum aggregate value of transaction: ...........................
(5) Total fee paid: ............................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ....................................................
(2) Form, Schedule or Registration Statement No.: ..............................
(3) Filing Party: ..............................................................
(4) Date Filed: ................................................................
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<PAGE> 2
[Robbins & Myers Logo]
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NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
<TABLE>
<S> <C>
Date: Wednesday, December 13, 2000
Time: 11:00 A.M., E.S.T.
Place: Olivia's West Room
Kettering Tower
Second and Main Streets
Dayton, Ohio 45423
</TABLE>
At the Annual Meeting, shareholders of Robbins & Myers, Inc. will:
- ELECT THREE DIRECTORS FOR A TWO-YEAR TERM;
- VOTE ON APPROVING THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
OF THE COMPANY FOR THE FISCAL YEAR ENDING AUGUST 31, 2001; AND
- TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
Shareholders of record at the close of business on October 20, 2000 may vote at
the meeting.
Your vote is important. Please fill out the enclosed proxy card and return it in
the reply envelope.
By Order of the Board of Directors,
Joseph M. Rigot
Secretary
November 8, 2000
<PAGE> 3
PROXY STATEMENT FOR 2000 ANNUAL MEETING OF SHAREHOLDERS
ROBBINS & MYERS, INC. November 8, 2000
1400 KETTERING TOWER
DAYTON, OHIO 45423
SOLICITATION AND VOTING OF PROXIES
The Board of Directors of Robbins & Myers, Inc. is sending you this Proxy
Statement to solicit your proxy. If you give the Board your proxy, the proxy
agents of the Board will vote your shares at the Annual Meeting of Shareholders
on December 13, 2000 and any adjournment of the meeting. The proxy agents will
vote your shares as you specify on the proxy card. If you do not specify how
your shares should be voted, the proxy agents will vote your shares in
accordance with the Board's recommendations.
You may revoke your proxy at any time before the proxy agents use it to vote on
a matter. You may revoke your proxy in any one of three ways:
- You may send in another proxy card with a later date.
- You may notify the Company in writing before the Annual Meeting that
you have revoked your proxy.
- You may vote in person at the Annual Meeting.
The Company first mailed this Proxy Statement to shareholders on November 8,
2000.
VOTING SECURITIES AND RECORD DATE
You are entitled to notice of the Annual Meeting and to vote at the meeting if
you owned common shares of record at the close of business on October 20, 2000.
For each share owned of record, you are entitled to one vote. On October 20,
2000, the Company had 10,975,798 common shares outstanding, which are the only
outstanding voting securities.
QUORUM REQUIREMENT AND VOTING
A quorum of shareholders is necessary to hold a valid meeting. The presence, in
person or by proxy, of the holders of one-third of the common shares is
necessary to have a quorum for the election of directors. The presence, in
person or by proxy, of the holders of a majority of the outstanding shares is
necessary for any other purpose. Abstentions and broker non-votes are counted as
present for establishing a quorum. A broker non-vote occurs when a broker votes
on some matters on the proxy card but not on others because he does not have the
authority to do so.
In counting votes on a particular item, the Company will treat abstentions as
votes cast on the particular matter. The Company will not, however, treat broker
non-votes as either votes cast or shares present for matters related to the
particular item.
If a shareholder notifies the Company in writing 48 hours or more before the
meeting that the shareholder desires that directors be elected by cumulative
voting, then shareholders will have cumulative voting rights in the election of
directors. Cumulative voting allows each shareholder to multiply the number of
shares owned by the number of directors to be elected and to cast the total for
one nominee or distribute the votes among the nominees as the shareholder
desires. Nominees who receive the greatest number of votes will be elected.
<PAGE> 4
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into two classes, with one class
being comprised of four directors and the other of three directors. One class of
directors is elected at each Annual Meeting of Shareholders for a term of two
years.
At the 2000 Annual Meeting, shareholders will elect three directors who will
hold office until the Annual Meeting of Shareholders in 2002. The Board has
nominated Gerald L. Connelly, Thomas P. Loftis, and Jerome F. Tatar for election
as directors. All nominees are presently directors.
If a nominee becomes unable to stand for reelection, the Board's proxy agents
will vote the proxies for a substitute nominee of the Board. If shareholders
vote cumulatively in the election of directors, then the Board's proxy agents
will vote the shares represented by the proxies cumulatively for the election of
as many of the Board's nominees as possible and in such order as the proxy
agents determine.
NOMINEES FOR TERM OF OFFICE EXPIRING IN 2002
GERALD L. CONNELLY DIRECTOR SINCE 1998
Mr. Connelly, age 59, has been President and Chief Executive Officer of the
Company since January 1, 1999. From April 1997 to January 1999, he was Executive
Vice President and Chief Operating Officer of the Company and from June 1994 to
April 1997, he was a Vice President of the Company and President of its Process
Industries Group. He is also a director of Genesis Worldwide Inc.
THOMAS P. LOFTIS DIRECTOR SINCE 1987
Mr. Loftis, 56, has been engaged in commercial real estate development, asset
management and consulting with Midland Properties, Inc. since 1981. Mr. Loftis
has been a general partner of M.H.M. & Co., Ltd. (investments) since 1986.
JEROME F. TATAR DIRECTOR SINCE 1991
Mr. Tatar, 54, has been Chairman, President and Chief Executive Officer of The
Mead Corporation (forest products) since November 1, 1997. From April 1996 to
November 1997, he was President and Chief Operating Officer and a director of
The Mead Corporation. From July 1994 to April 1996, he was Vice President -
Operating Officer of The Mead Corporation. Mr. Tatar is also a director of
National City Corp.
2
<PAGE> 5
DIRECTORS CONTINUING IN OFFICE UNTIL 2001
ROBERT J. KEGERREIS, PH.D. DIRECTOR SINCE 1972
Dr. Kegerreis, 79, served as President of Wright State University from July 1973
to June 1985. He is currently a management consultant and has served as
Executive Director of the Arts Center Foundation, Dayton, Ohio, since 1989. Dr.
Kegerreis is a director of Energy Innovations Inc.
WILLIAM D. MANNING DIRECTOR SINCE 1995
Mr. Manning, 66, was Senior Vice President of The Lubrizol Corporation
(industrial chemicals) from 1985 to his retirement in April 1994. He is
currently a management consultant. Mr. Manning is a director of Unifrax
Corporation and Fletcher Paper Corporation.
MAYNARD H. MURCH IV DIRECTOR SINCE 1977
Mr. Murch, 56, has been Chairman of the Board of the Company since July 1979. He
is President and Chief Executive Officer of Maynard H. Murch Co., Inc.
(investments) which is managing general partner of M.H.M. & Co., Ltd.
(investments). Since 1976, Mr. Murch has been Vice President of Parker/Hunter,
Incorporated (dealer in securities), a successor firm to Murch and Co., Inc., a
securities firm which Mr. Murch had been associated with since 1968. Mr. Murch
is a director of Lumitex, Inc. and Shiloh Industries, Inc.
JOHN N. TAYLOR, JR. DIRECTOR SINCE 1988
Mr. Taylor, 65, has been Chairman since August 1986, and was President from
October 1974 until August 1986, of Kurz-Kasch, Inc. (a specialty manufacturer of
plastic-based components and electromagnetic products).
3
<PAGE> 6
DIRECTORS' MEETINGS AND COMMITTEES
The Board of Directors met five times in fiscal 2000. The Board of Directors has
two committees: the Audit Committee [Messrs. Taylor (Chairman), Kegerreis and
Manning], which met twice in fiscal 2000, and the Compensation Committee
[Messrs. Kegerreis (Chairman), Manning and Tatar], which met twice in fiscal
2000. Each director attended more than 75% of the meetings of the Board of
Directors and the committees on which he served in fiscal 2000.
The Audit Committee serves as the representative of the Board for the general
oversight of Company affairs in the area of financial accounting and reporting
and the underlying internal controls. The Committee meets with Company personnel
and with representatives of Ernst & Young LLP, the Company's independent
auditors, to review internal auditing procedures, the annual audit of the
Company's financial statements, and compliance with the Company's Code of
Business Conduct. The Committee reports its findings and recommendations to the
Board of Directors. The Audit Committee Charter, adopted by the Board and
included as Appendix A to this Proxy Statement, more specifically sets forth the
duties and responsibilities of the audit committee.
The Compensation Committee develops and administers the Company's executive
compensation policies and programs and sets the compensation of executive
officers. The Committee also advises the Board of Directors on the creation,
administration or modification of employee compensation policies and procedures.
DIRECTOR COMPENSATION
Directors who are not employees of the Company received the following
compensation in fiscal 2000:
<TABLE>
<S> <C>
Annual Retainer: $30,000 (50% is paid in restricted
shares of the Company which vest
after one year)
Committee Chairman Stipend: $3,000
Stock Options: 2,000 share option granted to each
director on the date he is elected to
a new term; option price is equal to
fair market value on date of
election.
</TABLE>
4
<PAGE> 7
SECURITY OWNERSHIP
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is information as of October 20, 2000 concerning common shares
of the Company beneficially owned by each director, each executive officer named
in the Summary Compensation Table, and directors and executive officers as a
group.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
NUMBER OF SHARES
BENEFICIALLY OWNED PERCENT OF
INDIVIDUAL OR GROUP AS OF 10/20/00(1) CLASS
----------------------------------------------------------------------------------------
<S> <C> <C>
Gerald L. Connelly 186,131 1.7%
Robert J. Kegerreis 32,984 (5)
Thomas P. Loftis 33,461(2) (5)
William D. Manning 19,455 (5)
Maynard H. Murch IV 3,084,711(3) 28.7%
Jerome F. Tatar 19,444 (5)
John N. Taylor, Jr. 132,425(4) 1.2%
Kevin J. Brown 11,578 (5)
Hugh E. Becker 59,761 (5)
Albert L. Raiteri 24,201 (5)
Directors and Executive Officers as a
Group (13 persons) 3,608,030 32.9%
----------------------------------------------------------------------------------------
</TABLE>
(1) Unless otherwise indicated, total voting power and total investment power
are exercised by each individual and/or a member of his household. Shares
which a person may acquire within 60 days of October 20, 2000 are treated as
"beneficially owned" and the number of such shares included in the table for
each person is:
<TABLE>
<S> <C> <C>
Mr. Connelly -- 113,333 Dr. Kegerreis -- 10,367 Mr. Loftis -- 8,000
Mr. Manning -- 11,500 Mr. Murch -- 7,333 Mr. Tatar -- 12,000
Mr. Taylor -- 10,000 Mr. Brown -- 10,167 Mr. Becker -- 20,167
Mr. Raiteri -- 16,867 Directors and executive officers as a group -- 221,862
</TABLE>
(2) Includes 11,368 shares with respect to which Mr. Loftis has sole voting and
shared investment power and 1,024 shares with respect to which he has shared
voting and investment power.
(3) Includes 32,000 shares with respect to which Mr. Murch has sole voting and
shared investment power and 2,994,254 shares beneficially owned by M.H.M. &
Co., Ltd. See Footnote (1) in the following section.
(4) Includes 20,200 shares held of record in the name of K-K Realty Partners,
Ltd., of which Mr. Taylor is the general partner.
(5) Less than 1%.
5
<PAGE> 8
PRINCIPAL SHAREHOLDERS
The only persons known by the Board of Directors of the Company to be beneficial
owners of more than 5% of the outstanding common shares of the Company as of
October 20, 2000 are listed in the following table:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
NUMBER OF COMMON
SHARES BENEFICIALLY
NAME AND ADDRESS OWNED AS OF 10/20/00 % OF CLASS
--------------------------------------------------------------------------------------
<S> <C> <C>
M.H.M. & Co., Ltd.(1) 2,994,254 27.8%
830 Hanna Building
Cleveland, OH 44115
--------------------------------------------------------------------------------------
WEDGE Capital Management L.L.P.(2) 900,100 8.2%
2920 One First Union Center
301 South College Street
Charlotte, North Carolina 28202
--------------------------------------------------------------------------------------
</TABLE>
(1) M.H.M. & Co., Ltd. is an Ohio limited partnership (the "Partnership").
Maynard H. Murch Co., Inc. is the managing general partner, and Thomas P.
Loftis is the other general partner, of the Partnership. Partnership
decisions with respect to the voting and disposition of Company shares are
determined by Maynard H. Murch Co., Inc., whose board of directors is
comprised of Maynard H. Murch IV and Robert B. Murch, who are brothers, and
Creighton B. Murch, who is their first cousin.
(2) WEDGE Capital Management L.L.P. is an investment advisor.
6
<PAGE> 9
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors develops and administers
the Company's compensation policies and programs and sets the compensation of
executive officers. The Committee members are three directors who are not
present or former employees of the Company.
OBJECTIVES AND POLICIES
The Committee seeks to:
- Offer a total compensation package which compares favorably to those
of industrial companies similar to the Company;
- Tie compensation to the annual business plan and progress on long-term
goals;
- Link executive's goals with those of shareholders;
- Reward both Company and individual performance; and
- Attract and retain talented executives critical to the long-term
success of the Company.
Tax Deductibility of Compensation. Because certain executives could realize more
than $1,000,000 in compensation in one year due to payout of long-term
incentives and option exercises, the Committee addressed the $1,000,000 annual
limitation on deductibility for federal income tax of compensation paid to
executives named in the "Summary Compensation Table" at page 10. In 1996,
shareholders approved the Company's annual cash bonus plan. In 1999 shareholders
approved the 1999 Long-Term Incentive Stock Plan. Incentive compensation paid to
the Company's executives as cash bonuses, performance shares, and options should
normally be deductible for federal income taxes.
TYPES OF COMPENSATION
The Company pays two types of compensation:
- Annual compensation -- includes base salary and a cash bonus if
certain financial targets are achieved; and
- Long-term compensation -- includes annual stock option grants which
are only valuable if the Company's stock price increases and includes
restricted shares which are only granted to executives if a specified
three-year goal is met.
ANNUAL COMPENSATION
Base Salary. The Company pays executives a salary each year which it believes is
competitive with salaries paid by other industrial companies similar to the
Company based on survey data of independent compensation consultants. The
Committee reviews this survey data and periodically adjusts the Company's salary
structure to maintain salary ranges slightly above the survey median. Individual
salaries, which are considered annually, may be adjusted to reflect
7
<PAGE> 10
changes in the Company's salary structure, attainment of individual objectives
during the preceding year, and overall Company performance.
Annual Cash Bonus Opportunity. Executives can earn a cash bonus each year. For
fiscal 2000, the bonuses were calculated as follows:
- Available bonuses at targeted performance levels ranged from 25% to
50% of base salary; executives with higher positions on the Hay
Position Evaluation System were eligible for a larger bonus
percentage, effectively making more of their total compensation
dependent on performance.
- Performance measures and the respective weighting assigned to each
were:
-- Consolidated sales growth (33.3%)
-- Earnings per share (33.3%)
-- Controllable asset management (33.3%)
- Bonuses were paid at approximately 88% of targeted percentages based
on actual performance achievements for fiscal 2000.
LONG-TERM COMPENSATION INCENTIVES
The Company's executives make strategic business decisions which ultimately are
only successful if they increase shareholder value. The Committee believes a
significant portion of executive compensation should be tied to increases in
shareholder value and paid in Company stock. To accomplish this, the Committee
uses stock options and restricted shares as long-term incentives.
Stock Options. The Committee annually grants stock options to executives under
the Company's 1999 Long-Term Incentive Stock Plan. The option price is the fair
market value of a Company share on the date of grant. Options generally become
exercisable over a three-year period and expire 10 years after grant. The
Committee determines the number of shares, if any, to be granted to each
executive based on:
- executive's ability to impact the Company's long-term financial
results;
- executive's recent performance; and
- importance of executive to achieving the Company's long-term goals.
Performance Shares. At the beginning of fiscal 2000, the Committee awarded
performance units to executives. The number of performance units, which convert
to restricted shares earned, is directly related to the total shareholder return
for the Company over the three-year period ending August 31, 2002 compared to
the total shareholder return for companies in the Russell 2000 Company Group
Index ("Index") for the same period. No restricted shares are earned unless the
total shareholder return for the Company for the three-year period is at least
equal to the median return for companies in the Index.
8
<PAGE> 11
COMPENSATION OF CHIEF EXECUTIVE OFFICER
In determining Mr. Connelly's total compensation, the Committee considers the
Company's financial results, his leadership in developing and executing the
Company's strategic plan, and his key role in the Company's acquisition program.
The Committee increased Mr. Connelly's salary in October 1999 from $400,000 to
$420,000. Mr. Connelly, as a participant in the annual cash bonus plan, had a
target award at 50% of his base salary for fiscal 2000. Based on the Company's
performance achievements relative to the financial performance measures
applicable for fiscal 2000, Mr. Connelly was paid a bonus of $184,400.
During fiscal 2000, the Committee granted Mr. Connelly options to purchase
30,000 common shares. This represents the normal annual grant under the 1999
Long-Term Incentive Stock Plan for the President and Chief Executive Officer. In
determining the size of the award, the Committee evaluated the accomplishments
of major strategic objectives as well as Mr. Connelly's potential for
influencing future results. Consideration was also given to the relationship of
previous grants and his total number of outstanding options.
The Committee believes its compensation policies and program for executive
officers, including the Chief Executive Officer, effectively tie executive
compensation to the Company's performance and shareholder value.
THE COMPENSATION COMMITTEE
Robert J. Kegerreis, Chairman
William D. Manning
Jerome F. Tatar
9
<PAGE> 12
EXECUTIVE COMPENSATION
The following sections show compensation information relating to the Chief
Executive Officer, the next four most highly compensated executive officers of
the Company at August 31, 2000, and one former executive officer. The
information is presented on a fiscal year basis.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
------------------- ------------------ ---------------
NAME AND NUMBER OF SHARES ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS UNDERLYING OPTIONS COMPENSATION(1)
------------------------------------------------------------ ------------------ ---------------
<S> <C> <C> <C> <C> <C>
Gerald L. Connelly, 2000 $420,000 $184,400 30,000 $4,200
President and 1999 400,000 -0- 30,000 4,000
Chief Executive Officer 1998 310,000 88,350 20,000 5,890
Kevin J. Brown, 2000 $161,667 $ 61,600 15,000 $3,115
Vice President and 1999 125,000 -0- 5,000 1,731
Chief Financial Officer 1998 113,500 22,643 6,000 3,152
Hugh E. Becker, 2000 $178,000 $ 54,824 10,000 $4,125
Vice President, Investor 1999 169,000 -0- 10,000 2,340
Relations and Human
Resources(2)
Albert L. Raiteri, 2000 $100,000 $ 13,250 2,000 $2,384
Treasurer(2) 1999 96,500 -0- 2,000 1,516
Maynard H. Murch IV, 2000 $118,000 $ -0- 2,000 $2,818
Chairman of the Board 1999 115,000 -0- -0- 1,806
1998 110,000 -0- 2,000 1,750
Daniel W. Duval, 2000 $140,000 $ -0- -0- $ 195
Former Vice Chairman(3) 1999 420,000 -0- -0- 4,000
1998 420,000 119,700 27,000 5,900
------------------------------------------------------------ ------------------ ---------------
</TABLE>
(1) All amounts presented are Company contributions under its Employee Savings
Plan.
(2) Messrs. Becker and Raiteri became executive officers on December 9, 1998.
(3) Mr. Duval retired as Vice Chairman and a director of the Company on December
31, 1999. He was President and Chief Executive Officer of the Company from
December 1986 to January 1, 1999 when he became Vice Chairman.
10
<PAGE> 13
FISCAL 2000 STOCK OPTION GRANTS
The following table presents information concerning stock options granted in
fiscal 2000 to the persons named in the Summary Compensation Table. The table
also shows the hypothetical gains that would exist for the options at the end of
their ten-year terms, assuming compound rates of stock appreciation of 5% and
10%. The actual future value of the options will depend on the market value of
the Company's common shares.
<TABLE>
<CAPTION>
------------------------------------------------------------------------ -----------------------
INDIVIDUAL GRANTS(1) POTENTIAL REALIZABLE
------------------------------------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SHARES OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM(2)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION -----------------------
NAME GRANTED FISCAL 2000 PRICE DATE 5% 10%
------------------------------------------------------------------------ -----------------------
<S> <C> <C> <C> <C> <C> <C>
Gerald L. Connelly 30,000 17% $20.88 6/26/10 $393,289 $997,284
Kevin J. Brown 15,000 9% $20.88 6/26/10 196,970 499,160
Hugh E. Becker 10,000 6% $20.88 6/26/10 131,313 332,773
Albert L. Raiteri 2,000 1% $20.88 6/26/10 26,263 66,555
Maynard H. Murch IV 2,000 1% $22.63 12/07/09 28,463 72,133
Daniel W. Duval -0- -- -- -- -- --
------------------------------------------------------------------------ -----------------------
</TABLE>
(1) Under the Company's option plans, one-third of the shares subject to an
option may be purchased one year after the date of grant, two-thirds after
two years, and 100% after three years and the options have a 10-year term.
(2) The dollar amounts under these columns are the result of calculations at the
5% and 10% rates, assuming annual compounding, prescribed by rules of the
Securities and Exchange Commission and are not intended to forecast possible
appreciation, if any, of the Company's share price.
OPTION EXERCISES IN FISCAL 2000 AND FISCAL YEAR-END OPTION VALUES
The following table presents information concerning all exercises of options to
purchase Company shares during fiscal 2000 by the persons named in the Summary
Compensation Table and the value of all unexercised options at August 31, 2000.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT 8/31/00 OPTIONS AT 8/31/00(2)
SHARES ACQUIRED VALUE ---------------------------------------------------------
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gerald L. Connelly -0- -0- 113,333 56,667 $ 740,200 $90,000
Kevin J. Brown -0- -0- 10,167 20,333 $ 12,760 $45,000
Hugh E. Becker -0- -0- 20,167 19,333 $ 6,000 $30,000
Albert L. Raiteri -0- -0- 16,867 3,333 $ 236,260 $ 6,000
Maynard H. Murch IV -0- -0- 7,333 2,667 $ 95,000 $ 2,500
Daniel W. Duval -0- -0- 228,000 -0- $2,110,560 $ -0-
----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the excess of the market value of the acquired shares on the
dates of exercise over the aggregate option price paid.
(2) Represents the excess of the market value at August 31, 2000 of the shares
subject to the options over the aggregate option exercise price.
11
<PAGE> 14
FISCAL 2000 LONG-TERM INCENTIVE PLAN AWARDS
The following table presents information concerning performance awards granted
at the beginning of fiscal 2000 to the persons named in the Summary Compensation
Table.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
PERFORMANCE ESTIMATED FUTURE PAYOUTS
PERIOD UNTIL ON AUGUST 31, 2003(1)
MATURATION OR -----------------------------------
PAYOUT THRESHOLD TARGET MAXIMUM
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gerald L. Connelly 9/1/00 - 8/31/03 $337,500 $450,000 $900,000
Kevin J. Brown 9/1/00 - 8/31/03 $ 95,625 $127,500 $255,000
Hugh E. Becker 9/1/00 - 8/31/03 $ 95,625 $127,500 $255,000
Albert L. Raiteri -- -- -- --
Maynard H. Murch IV -- -- -- --
Daniel W. Duval -- -- -- --
-----------------------------------------------------------------------
</TABLE>
(1) Awards are made at the end of the performance period on August 31, 2003,
based on how favorably the total shareholder return on Company shares for
the performance period compares to total shareholder return of the Russell
2000 Company Group Index for the same period. The threshold payout is
achieved only if the Company's total shareholder return for the performance
period is at least equal to the median return for such period for companies
included in the Russell 2000; the maximum payout is achieved only if the
Company's total shareholder return is equal to the eightieth percentile or
higher. Cash amounts earned under the plan are converted to shares based on
the market price on August 31, 2003, and awards are made in the form of
restricted common shares, which may be forfeited if the executive leaves the
employment of the Company before August 31, 2005. The Russell 2000 is the
index which the Company uses for comparison in the "Performance Graph"
section of this proxy statement.
PENSION PLAN
The Company has a noncontributory, defined benefit pension plan for officers and
other salaried employees (the "Pension Plan"). The Company calculates retirement
benefits under the Pension Plan on the basis of the employee's average annual
compensation for the five highest years during the employee's last ten years of
employment with reductions for credited years of service less than 35. The
maximum annual retirement benefit that the Company can pay under the Pension
Plan to any participant as a result of limitations imposed under the Internal
Revenue Code is presently $135,000.
Compensation for the purpose of calculating retirement benefits includes salary
and bonuses (exclusive of deferred incentive compensation). The total amount of
such compensation for executive officers for fiscal 2000 is presented in the
Summary Compensation Table under the heading "Annual Compensation."
The Company also has a Supplemental Pension Plan (the "Supplemental Plan") which
provides supplemental retirement benefits for Messrs. Connelly, Brown, Becker,
and other key employees as they obtain eligibility under the criteria
established by the Board for participation
12
<PAGE> 15
in the plan. The supplemental retirement benefit is provided under terms and
conditions similar to those under the Pension Plan except the Supplemental Plan
allows for the crediting of additional years of service by the Committee. The
supplemental retirement benefit is equal to the excess of (i) the benefit that
would have been payable to the employee under the Pension Plan without regard to
certain annual retirement income and benefit limitations imposed by federal law
and at the year of service credited under the Supplemental Plan over (ii) the
benefit payable to the employee under the Pension Plan.
The following table shows the estimated maximum annual retirement benefits
payable at normal retirement (age 65) under the Pension Plan and Supplemental
Plan at selected compensation levels after various years of service. The
credited years of service for the current executive officers named in the
Summary Compensation Table is: Mr. Connelly -- 9, Mr. Brown -- 5, Mr.
Becker -- 24, Mr. Raiteri -- 27 and Mr. Murch -- 20. Amounts shown are straight
life annuity amounts. These amounts are not reduced to take into account Social
Security benefits paid to the employee.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
ESTIMATED ANNUAL RETIREMENT BENEFITS
FOR SPECIFIED YEARS OF SERVICE
FINAL AVERAGE -----------------------------------------------------------------------------------------
COMPENSATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$200,000 $ 40,918 $ 54,544 $ 68,169 $ 81,794 $ 95,378
250,000 51,418 68,543 85,668 102,793 119,876
300,000 61,919 82,544 103,170 123,796 144,379
350,000 72,418 96,544 120,669 144,794 168,878
400,000 82,918 110,543 138,168 165,793 193,376
500,000 103,918 138,544 173,169 207,794 242,378
600,000 124,919 166,544 208,170 249,796 291,379
---------------------------------------------------------------------------------------------------------------
</TABLE>
OTHER
The Company has agreed to pay Mr. Connelly one year's salary in the event the
Company terminates his employment as Chief Executive Officer for reasons other
than misconduct. If such termination occurs within three years after a change of
control of the Company (as defined in the agreement) his salary continues for a
three-year period.
13
<PAGE> 16
PERFORMANCE GRAPH
The following graph compares the cumulative total return to shareholders on the
Company's common shares for its last five fiscal years with the cumulative total
return of the Russell 2000 Company Group Index and the S&P Diversified Machinery
Index for the same periods. The graph depicts the value on August 31, 2000 of a
$100 investment made on August 31, 1995 in Company shares and each index, with
all dividends reinvested.
<TABLE>
<CAPTION>
S&P MACHINERY
ROBBINS & MYERS, INC. RUSSELL 2000 (DIVERSIFIED)
--------------------- ------------ -------------
<S> <C> <C> <C>
8/95 100 100 100
8/96 162 111 112
8/97 242 143 171
8/98 177 115 122
8/99 177 148 165
8/00 182 169 137
</TABLE>
REPORT OF THE AUDIT COMMITTEE OF THE BOARD
The Audit Committee is comprised of three members of the Company's Board of
Directors. Each member of the Audit Committee is independent as "independence"
is defined at Sections 303.01(B)(2)(a) and (B)(3) of the New York Stock
Exchange's listing standards. The duties and responsibilities of the Audit
Committee are set forth in the Audit Committee Charter, which the Board of
Directors adopted on March 21, 2000. A copy of Charter is included as Appendix A
to this Proxy Statement. The Audit Committee, among other things, recommends to
the Board of Directors (i) that the audited financial statements be included in
the Company's Annual Report on Form 10-K and (ii) the selection of the
independent auditors to audit the books and records of the Company.
The Audit Committee has (i) reviewed and discussed the Company's audited
financial statements for the fiscal year ended August 31, 2000 with the
Company's management and
14
<PAGE> 17
with the Company's independent auditors; (ii) discussed with the Company's
independent auditors the matters required to be discussed by SAS 61
(Codification for Statements on Auditing Standards); and (iii) received and
discussed the written disclosures and the letter from the Company's independent
auditors required by Independence Standards Board Statement No. 1 (Independence
discussions with Audit Committees). Based on such review and discussions with
management and the independent auditors, the Committee recommended to the Board
of Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the fiscal year ended August 31, 2000 for filing
with the U.S. Securities and Exchange Commission.
THE AUDIT COMMITTEE
John N. Taylor, Jr., Chairman
Robert J. Kegerreis
William D. Manning
APPOINTMENT OF INDEPENDENT AUDITORS
Ernst & Young LLP served as the Company's independent auditors during the fiscal
year ended August 31, 2000. A representative of Ernst & Young LLP is expected to
be present at the Annual Meeting with the opportunity to make a statement if he
desires to do so and to respond to appropriate questions from shareholders.
Subject to ratification by the shareholders, the Board of Directors of the
Company has selected Ernst & Young LLP as independent auditors for the Company
for the fiscal year ending August 31, 2001. THE BOARD RECOMMENDS A VOTE "FOR"
THE PROPOSAL TO RATIFY SUCH SELECTION. In the event shareholders do not approve
the selection of Ernst & Young LLP, the Board will seek to determine from
shareholders the principal reasons Ernst & Young LLP was not approved, evaluate
such reasons, and consider whether, in view of the circumstances, a different
firm of independent auditors should be selected for fiscal 2001.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented at the
meeting other than those mentioned above. However, if other matters should
properly come before the meeting, or any adjournment thereof, it is intended
that the Board's proxy agents will vote the proxies in their discretion.
The Company will bear the cost of soliciting proxies. In addition to the use of
the mails, certain officers, directors, and regular employees of the Company may
solicit proxies by telephone or personal interview. The Company will request
brokerage houses, banks and other persons to forward proxy material to the
beneficial owners of shares held of record by such persons.
15
<PAGE> 18
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires directors and
executive officers of the Company and owners of more than 10% of the Company's
common shares to file an initial ownership report with the Securities and
Exchange Commission and a monthly or annual report listing any subsequent change
in their ownership of common shares. The Company believes, based on information
provided to the Company by the persons required to file such reports, that all
filing requirements applicable to such persons during the period from September
1, 1999 through August 31, 2000, were met.
SHAREHOLDER PROPOSALS
If you intend to submit a proposal for inclusion in the Company's proxy
statement and form of proxy for the 2001 Annual Meeting of Shareholders, the
Company must receive the proposal at 1400 Kettering Tower, Dayton, Ohio 45423,
Attention: Corporate Secretary, on or before July 10, 2001. The 2001 Annual
Meeting of Shareholders is presently scheduled to be held on December 12, 2001.
For any proposal that is not submitted for inclusion in next year's proxy
statement, but is instead sought to be presented directly by a shareholder at
the 2001 Annual Meeting, management will be able to vote proxies in its
discretion if the Company: (1) receives notice of the proposal before the close
of business on September 25, 2001 and advises shareholders in the 2001 proxy
statement about the nature of the matter and how management intends to vote on
such matter or (2) does not receive notice of the proposal before the close of
business on September 25, 2001.
The Company's Code of Regulations, which is available upon request to the
Corporate Secretary, provides that nominations for director may only be made by
the Board of Directors (or an authorized board committee) or a shareholder
entitled to vote who sends notice of the nomination to the Corporate Secretary
not fewer than 50 days nor more than 75 days prior to the meeting date. Such
notice is required to contain certain information specified in the Company's
Code of Regulations. For a nominee of a shareholder to be eligible for election
at the 2001 Annual Meeting, the shareholder's notice of nomination must be
received by the Corporate Secretary between September 30, 2001 and October 24,
2001. This advance notice period is intended to allow all shareholders to have
an opportunity to consider nominees expected to be considered at the meeting.
All submissions to, or requests from, the Corporate Secretary should be sent to
Robbins & Myers, Inc., 1400 Kettering Tower, Dayton, Ohio 45423
By Order of the Board of
Directors,
Joseph M. Rigot
Secretary
16
<PAGE> 19
APPENDIX A
CHARTER
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
ROBBINS & MYERS, INC.
ORGANIZATION
There shall be a committee of the Board of Directors to be known as the Audit
Committee ("Committee"). The Committee shall be composed of Directors who are
independent of the management of the Company and are free of any relationship
that, in the opinion of the Board, would interfere with their exercise of
independent judgement as a Committee member.
STATEMENT OF POLICY
The Committee shall provide assistance to the Directors in fulfilling their
responsibility to the shareholders, potential shareholders, and investment
community relating to corporate accounting and reporting practices of the
Company, as well as the quality and integrity of the financial reports of the
Company. In so doing, it is the responsibility of the Committee to maintain free
and open means of communication between the Directors, the independent auditors
and the financial management of the Company.
RESPONSIBILITIES
The Committee serves as the representative of the Board for the general
oversight of Company affairs in the area of financial accounting and reporting
and the underlying internal controls. Through its activities, the Committee will
facilitate open communication among Directors, the Company's independent
auditors and the Company's management.
The Committee will assist the Board in discharging its fiduciary
responsibilities to shareholders, providing assurance as to the independence of
the Company's outside auditors, as evidenced by the written disclosures of the
outside auditors required by the Independence Standards Board, and the adequacy
of disclosure to shareholders and to the public.
Specifically, the Committee will:
1. Hold no less than two regularly scheduled meetings each year,
normally in June and October, and other meetings from time to time
as may be called by the Chairman of the Committee. A majority shall
constitute a quorum of the Committee. A majority of the members in
attendance shall decide any question brought before any meeting of
the Committee.
2. Recommend to the Board, annually, the appointment of a firm of
independent public auditors as the Company's outside auditors. In
this matter the Committee shall have a clear understanding with
management and the independent auditors that the independent
auditors are ultimately accountable to the Board and the Committee,
as representatives of the Company's shareholders. The Board shall
have the ultimate authority and responsibility to evaluate and,
where appropriate, replace the independent auditors.
17
<PAGE> 20
3. Review with representatives of the independent auditors:
- The plan for and scope of its annual audit of the Company's
financial statements.
- The results of the annual audit.
- Any recommendations with respect to internal controls and other
financial matters, including any perceived weaknesses in the
Company's internal controls, policies, procedures, business risk,
and legal and ethical compliance matters.
- Any significant changes made by management in the basic accounting
principles and reporting standards used in the preparation of the
Company's financial statements.
- Review the annual financial statements to be contained in the
annual report to shareholders with Company management and the
independent auditors to determine that the independent auditors
are satisfied with the disclosure and content of the financial
statements to be presented to the shareholders. Recommend to the
Board whether the annual financial statements should be included
in the annual report on Form 10-K to be filed with the Securities
and Exchange Commission.
- Review interim financial statements with management and the
independent auditors prior to filing the quarterly Form 10-Q
report with the Securities and Exchange Commission. Also, the
Committee shall discuss the results of the quarterly review and
any other matters required to be communicated to the Committee by
the independent auditors under generally accepted auditing
standards. The Chair of the Committee may represent the entire
Committee for purposes of this review.
4. Review the extent of any services outside the audit area performed
for the Company by its independent auditors.
5. Review the fees proposed by the Company's independent auditors for
their services.
6. Review whether management has sought a second opinion regarding a
significant accounting issue, and, if so, obtain the rationale for
the particular accounting treatment chosen.
7. Review the results of the Company's Internal Control Program with
Company management annually.
8. Review the status of judgmentally determined reserves and accruals
annually.
9. Review compliance by officers and employees with the Company's Code
of Business Conduct, including policies on business ethics and
public responsibility.
18
<PAGE> 21
10. Make such other recommendations to the Board on such matters, within
the scope of its functions, as may come to its attention and which
in its discretion warrant consideration by the Board.
11. Meet privately with the independent auditors to discuss the results
of their examinations.
12. Report annually, or as necessary, to the shareholders as to the
Committee's fulfillment of its responsibilities under this Charter.
19
<PAGE> 22
-------------------------------------------------------------------------------
[ROBBINS & MYERS LOGO]
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON DECEMBER 13, 2000
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned holder(s) of Common Shares of ROBBINS & MYERS, INC., an Ohio
corporation (the "Company"), hereby appoints Gerald L. Connelly, Robert J.
Kegerreis, and Maynard H. Murch IV, and each of them, attorneys of the
undersigned, with power of substitution, to vote all of the Common Shares which
the undersigned is entitled to vote at the Annual Meeting of Shareholders of the
Company to be held on Wednesday, December 13, 2000, and at any adjournment
thereof, as follows:
<TABLE>
<S> <C> <C>
1. Election of Directors. [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all nominees listed below.
below), including authority to
cumulate votes selectively among such
nominees.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME BELOW.)
Gerald L. Connelly, Thomas P. Loftis and Jerome F. Tatar
2. Approval of the appointment of Ernst & Young LLP as independent auditors for the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
(CONTINUED AND TO BE SIGNED AND DATED ON THE OTHER SIDE)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
3. In their discretion, upon such other business as may properly come before the meeting or any adjournment thereof.
</TABLE>
A VOTE FOR PROPOSALS 1 AND 2 IS RECOMMENDED BY THE BOARD OF DIRECTORS. WHEN
PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS SPECIFIED, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2 .
Receipt is acknowledged of Notice of the above meeting, the Proxy Statement
relating thereto and the Annual Report to Shareholders for the fiscal year ended
August 31, 2000.
DATED: ___________________________, 2000 ______________________________
______________________________
(SIGNATURES)
SHAREHOLDERS SHOULD DATE THIS
PROXY AND SIGN HERE EXACTLY AS
NAME APPEARS AT LEFT. IF STOCK
IS HELD JOINTLY, BOTH OWNERS
SHOULD SIGN THIS PROXY.
EXECUTORS, ADMINISTRATORS,
TRUSTEES, GUARDIANS AND OTHERS
SIGNING IN A REPRESENTATIVE
CAPACITY SHOULD INDICATE THE
CAPACITY IN WHICH THEY SIGN.
-------------------------------------------------------------------------------
