-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EE+uSCFjF+6FiW1yt8403lSwY5bghbRHAHSNzkNNAVp4GMYOQBlP+P3IFECLXK9Q /6w5j3WngVLhNiC2Lt5jVA== 0000950152-96-000647.txt : 19960228 0000950152-96-000647.hdr.sgml : 19960228 ACCESSION NUMBER: 0000950152-96-000647 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950831 FILED AS OF DATE: 19960226 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBBINS & MYERS INC CENTRAL INDEX KEY: 0000084290 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 310424220 STATE OF INCORPORATION: OH FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00288 FILM NUMBER: 96525338 BUSINESS ADDRESS: STREET 1: 1400 KETTERING TWR CITY: DAYTON STATE: OH ZIP: 45423 BUSINESS PHONE: 5132222610 MAIL ADDRESS: STREET 1: 1400 KETTERING TOWER CITY: DAYTON STATE: OH ZIP: 45423 11-K 1 ROBBINS & MYERS 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K /x/ ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Fiscal Year Ended *Commission File Numbers August 31, 1995 33-32103 and 33-49466 - ------------------------- ------------------------ ROBBINS & MYERS, INC. EMPLOYEE SAVINGS PLAN (Name of Plan) - -------------------------------------------------------------------------------- ROBBINS & MYERS, INC. 1400 Kettering Tower Dayton, Ohio 45423 (513)222-2610 (Name of Issuer of Security, held pursuant to Plan and address of its principal executive office) ================================================================================ *The Plan is presently covered by two Registration Statements on Form S-8 and this Report relates to both Registration Statements. 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) Report of Independent Auditors. (b) Statement of Net Assets Available for Plan Benefits - August 31, 1995 and 1994; (c) Statement Changes in Assets Available for Plan Benefits - for the years ended August 31, 1995 and 1994; (d) Notes to Financial Statements; and (e) Schedule of Assets Held for Investment - August 31, 1995; (f) Schedule of Transactions or Series of Transactions in Excess of 5 percent ot the Current Value of Plan Assets for the year ended Augest 31, 1995. The consent of Independent Auditors to the incorporation by reference of the foregoing financial statements in the Registration Statements on Form S-8 (No. 33-32103 and No. 33-49466) 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/ GEORGE M. WALKER --------------------------------- Name: George M. Walker Title: Member, Corporate Benefits Committee Dated: February 26, 1996 -2- 3 INDEX TO EXHIBITS The following Exhibits are being filed with or incorporated by reference in 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 Statements of Robbins & Myers, Inc. Employee Savings Plan for the years ended August 31, 1995 and 1994 -3- EX-23.1 2 EXHIBIT 23.1 1 EXHIBIT 23.1 Consent of Independent Auditors -4- 2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statements (Form S-8 No's 33-32103 and 33-49466) pertaining to the Robbins & Myers, Inc. Employee Savings Plan of our report dated January 12, 1996, 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 August 31, 1995. /s/Ernst & Young LLP February 21, 1996 -5- EX-99.1 3 EXHIBIT 99.1 1 EXHIBIT 99.1 Audited Financial Statements. -6- 2 Audited Financial Statements and Supplemental Schedules Robbins & Myers, Inc. Employee Savings Plan Years ended August 31, 1995 and 1994 with Report of Independent Auditors 3 Robbins & Myers, Inc. Employee Savings Plan Audited Financial Statements and Supplemental Schedules Years ended August 31, 1995 and 1994 CONTENTS Report of Independent Auditors........................................................................... 1 Audited Financial Statements Statement of Net Assets Available for Plan Benefits -- 1995.............................................. 2 Statement of Net Assets Available for Plan Benefits -- 1994.............................................. 3 Statement of Changes in Net Assets Available for Plan Benefits -- 1995................................... 4 Statement of Changes in Net Assets Available for Plan Benefits -- 1994................................... 5 Notes to Financial Statements............................................................................ 6 Supplemental Schedules Assets Held for Investment -- 1995....................................................................... 9 Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets -- 1995................................................................. 10
4 Report of Independent Auditors Corporate Benefits Committee Robbins & Myers, Inc. We have audited the accompanying statements of net assets available for plan benefits of the Robbins & Myers, Inc. Employee Savings Plan as of August 31, 1995 and 1994 and the related statements of changes in net assets available for plan benefits for the years then ended. 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 net assets available for plan benefits of the Robbins & Myers, Inc. Employee Savings Plan at August 31, 1995 and 1994, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment at August 31, 1995 and transactions or series of transactions in excess of 5 percent of the current value of plan assets for the year ended August 31, 1995 are presented for purposes of additional analysis and are not a required part of the basic 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. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ERNST & YOUNG LLP January 12, 1996 1 5 Robbins & Myers, Inc. Employee Savings Plan Statement of Net Assets Available for Plan Benefits August 31, 1995
COMPANY FIXED NEW STOCK EQUITY INCOME HORIZONS PARTICIPANT FUND FUND FUND FUND LOANS TOTAL ------------------------------------------------------------------------------------------ ASSETS Investments at fair value $2,336,010 $3,035,811 $2,870,953 $1,308,574 $ - $ 9,551,348 Employee contribution receivable 6,230 20,935 21,576 9,704 - 58,445 Employer contributions receivable 63,110 - - - - 63,110 Loans receivable from participants - - - - 367,414 367,414 ------------------------------------------------------------------------------------------ Net assets available for plan benefits $2,405,350 $3,056,746 $2,892,529 $1,318,278 $367,414 $10,040,317 ==========================================================================================
See accompanying notes. 1 6 Robbins & Myers, Inc. Employee Savings Plan Statement of Net Assets Available for Plan Benefits August 31, 1994
COMPANY FIXED NEW STOCK EQUITY INCOME HORIZONS PARTICIPANT FUND FUND FUND FUND LOANS TOTAL ------------------------------------------------------------------------- ASSETS Investments at fair value $1,181,496 $2,734,651 $2,900,297 $900,735 $ - $7,717,179 Employee contribution receivable 4,422 21,769 22,948 9,658 - 58,797 Employer contributions receivable 64,175 - - - - 64,175 Loans receivable from participants - - - - 338,155 338,155 ------------------------------------------------------------------------- Total assets 1,250,093 2,756,420 2,923,245 910,393 338,155 8,178,306 LIABILITY Withdrawals payable 11,191 66,012 29,288 12,214 - 118,705 ------------------------------------------------------------------------- Net assets available for plan benefits $1,238,902 $2,690,408 $2,893,957 $898,179 $338,155 $8,059,601 =========================================================================
See accompanying notes. 1 7 Robbins & Myers, Inc. Employee Savings Plan Statement of Changes in Net Assets Available for Plan Benefits Year ended August 31, 1995
COMPANY FIXED NEW STOCK EQUITY INCOME HORIZONS PARTICIPANT FUND FUND FUND FUND LOANS TOTAL ---------------------------------------------------------------------------------------------- ADDITIONS Contributions from employees $ 128,518 $ 269,978 $ 290,230 $ 124,205 $ - $ 812,931 Contributions from employer 245,107 - - - - 245,107 Interest and dividend income 7,470 236,528 178,801 86,727 - 509,526 Dividend income -- Robbins & Myers, Inc. stock 22,755 - - - - 22,755 Participant loans granted - - - - 202,700 202,700 Transfers between funds 146,925 (133,945) 5,357 (12,670) (5,667) - ---------------------------------------------------------------------------------------------- 550,775 372,561 474,388 198,262 197,033 1,793,019 DEDUCTIONS Participant withdrawals 76,945 248,187 475,816 89,285 - 890,233 Repayment of loan principal - - - - 167,774 167,774 ---------------------------------------------------------------------------------------------- Net additions (deductions) 473,830 124,374 (1,428) 108,977 29,259 735,012 Net realized and unrealized appreciation (depreciation) in fair value of investments 692,618 241,964 - 311,122 - 1,245,704 ---------------------------------------------------------------------------------------------- Net increase (decrease) 1,166,448 366,338 (1,428) 420,099 29,259 1,980,716 Net assets available for plan benefits at beginning of year 1,238,902 2,690,408 2,893,957 898,179 338,155 8,059,601 ----------------------------------------------------------------------------------------------
1 8 --------------------------------------------------------------------------------------------- Net assets available for plan benefits at end of year $2,405,350 $3,056,746 $2,892,529 $1,318,278 $367,414 $10,040,317 ==============================================================================================
See accompanying notes. 2 9 Robbins & Myers, Inc. Employee Savings Plan Statement of Changes in Net Assets Available for Plan Benefits Year ended August 31, 1994
COMPANY FIXED NEW STOCK EQUITY INCOME HORIZONS PARTICIPANT FUND FUND FUND FUND LOANS TOTAL ---------------------------------------------------------------------------------------------- ADDITIONS Contributions from employees $ 125,649 $ 284,432 $ 345,829 $113,895 $ - $ 869,805 Contributions from employer 198,256 - - - - 198,256 Interest and dividend income 4,985 185,549 164,638 120,404 - 475,576 Dividend income -- Robbins & Myers, Inc. stock 16,678 - - - - 16,678 Participant loans granted - - - - 192,300 192,300 Transfers between funds (198,754) 141,639 (20,900) 78,015 - - ---------------------------------------------------------------------------------------------- 146,814 611,620 489,567 312,314 192,300 1,752,615 DEDUCTIONS Participant withdrawals 20,345 230,602 330,532 53,554 - 635,033 Repayment of loan principal - - - - 226,901 226,901 ---------------------------------------------------------------------------------------------- Net additions (deductions) 126,469 381,018 159,035 258,760 (34,601) 890,681 Net realized and unrealized (depreciation) appreciation in fair value of investments (7,699) 42,106 - (50,921) - (16,514) ---------------------------------------------------------------------------------------------- Net increase (decrease) 118,770 423,124 159,035 207,839 (34,601) 874,167 Net assets available for plan benefits at beginning of year 1,120,132 2,267,284 2,734,922 690,340 372,756 7,185,434 ----------------------------------------------------------------------------------------------
1 10 ---------------------------------------------------------------------------------------------- Net assets available for plan benefits at end of year $1,238,902 $2,690,408 $2,893,957 $898,179 $338,155 $8,059,601 ==============================================================================================
See accompanying notes. 2 11 Robbins & Myers, Inc. Employee Savings Plan Notes to Financial Statements August 31, 1995 1. SIGNIFICANT ACCOUNTING POLICIES Robbins & Myers, Inc. Employee Savings Plan's (the Plan's) financial statements are prepared on the accrual basis of accounting. The Plan offers participating employees five different investment options: the Company Stock Fund, which invests in stock of the Company; the T. Rowe Price Equity Income Fund, which invests primarily in dividend-paying common stocks of established companies; the T. Rowe Price New Horizons Fund, which invests primarily in common stocks of small, rapidly growing companies; the T. Rowe Price Stable Value Fund, which invests in insurance company guaranteed-insurance contracts; and the T. Rowe Price United States Treasury Fund, which invests in United States treasury bills. The common stock of Robbins & Myers, Inc. (the Company) is valued at closing market price. Investments in the T. Rowe Price pooled funds (Equity Fund and New Horizons Fund) are carried at current value as determined by the valuation at market of net assets applicable to outstanding units of the T. Rowe Price pooled funds. The T. Rowe Price Stable Value Fund and the United States Treasury Fund (Fixed Income Fund) are valued at cost which approximates market. 2. DESCRIPTION OF THE PLAN The Plan is a defined contribution plan. Employees of the Fluids Handling Group and corporate staff who have completed six months of service are eligible to participate in the Plan, except: (i) those individuals covered by a collective bargaining agreement, (ii) leased employees, and (iii) foreign employees who receive no U.S. service income. Contributions made to the Plan are comprised of employee and employer contributions. Employees may elect to have up to 12% of their compensation deducted and contributed to the Plan. Participants receive a 40% match of their contribution on the first 6% of their compensation. In addition to the matched contribution percentage, an annual discretionary contribution, based on Company performance, of up to an additional 10% of matched contributions may be made. 1 12 Robbins & Myers, Inc. Employee Savings Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) Participant contributions can be invested in any of the funds at the option of the participant. Quarterly, the participants have the opportunity to change options previously selected. All employer contributions are invested in the common stock of the Company and are included in the Company Stock Fund. All expenses incident to the operation and management of the Plan are to be borne by the Company. The Company has the right to terminate the Plan and to discontinue contributions without liability. In the event of termination of the Plan, the assets of the trust are to be allocated based upon the proportionate interest of each person in the Plan as of the date of termination or discontinuance. Participant contributions and related earnings thereon are immediately vested. Employer contributions become vested at a rate of 20% per year and are fully vested after five full years of continuous service. Forfeitures of nonvested employer contributions are used to reduce future employer contributions. As of August 31, 1995, there were 261 employees participating in the Plan. 3. INVESTMENTS The Plan's investments are held by T. Rowe Price Investment Services Company. The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows:
AUGUST 31 1995 1994 ----------------------------------- Robbins & Myers, Inc. common stock $2,336,010 $1,181,496 T. Rowe Price Equity Income Fund 3,035,811 2,734,651 T. Rowe Price Stable Value Fund 2,756,668 2,795,832 T. Rowe Price New Horizons Fund 1,308,574 900,735
2 13 Robbins & Myers, Inc. Employee Savings Plan Notes to Financial Statements (continued) 3 14 Robbins & Myers, Inc. Employee Savings Plan Notes to Financial Statements (continued) 4. TRANSACTIONS WITH PARTIES-IN-INTEREST During fiscal year l995, the Plan purchased 31,119 shares for $652,244 and distributed 7,651 shares of Robbins & Myers, Inc. common stock (21,839 shares purchased for $405,274 and 15,666 shares distributed in 1994). 5. INCOME TAX STATUS The Internal Revenue Service has ruled that the Plan, as amended, qualifies under Section 401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to tax under present income tax laws. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. During fiscal year 1992, the Plan was amended. A tax ruling or determination letter involving this amendment has not been obtained. The Corporate Benefits Committee is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. A participant in the Plan makes contributions from pre tax income, which reduces the amount of a participant's current compensation that would otherwise be in taxable income for federal income tax purposes. The income accruing to the participant's account is not subject to federal income tax until the participant makes a partial or complete withdrawal from the account. Employer contributions made for the benefit of the participant, as required by the Plan, are not subject to federal income tax until the participant makes a partial or complete withdrawal from the account. The foregoing is only a summary and applies only to federal income taxes. The law on which the above discussion is based is subject to change at any time. Employees should consult their own tax advisers concerning the application of federal taxes, as well as any state or local taxes, applicable to their particular situations. 6. RECLASSIFICATION Certain 1994 amounts were reclassified to conform with the 1995 presentation. 7. SUBSEQUENT EVENT Subsequent to the plan year-end, the assets of the Plan were merged into the R&M, Inc. Savings Plan for Employees of Cheminur Edlon, and Pfaudler. 4 15 SUPPLEMENTAL SCHEDULES 16 Robbins & Myers, Inc. Employee Savings Plan Assets Held for Investment August 31, 1995
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF CURRENT OR SIMILAR PARTY INVESTMENT COST VALUE - -------------------------------------------------------------------------------------------------------- Robbins & Myers, Inc. 85,139 shares of common stock $1,439,481 $2,336,010 T. Rowe Price Trust Company 162,953 shares of Equity Income Fund 2,565,056 3,035,811 T. Rowe Price Trust Company 2,756,668 shares of Stable Value Fund 2,756,668 2,756,668 T. Rowe Price Trust Company 63,308 shares of New Horizons Fund 976,648 1,308,574 T. Rowe Price Trust Company 114,285 shares of United States Treasury Fund 114,285 114,285 ---------------------------- Total investments $7,852,138 $9,551,348 ============================
1 17 Robbins & Myers, Inc. Employee Savings Plan Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets Year ended August 31, 1995
CURRENT EXPENSES VALUE IDENTITY DESCRIPTION NUMBER INCURRED COST OF ASSET ON NET OF PARTY OF OF PURCHASE SELLING WITH OF TRANSACTION GAIN INVOLVED ASSETS TRANSACTIONS PRICE PRICE TRANSACTION ASSET DATE (LOSS) - -------------------------------------------------------------------------------------------------------------------------------- CATEGORY (III) -- SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS T. Rowe Price Trust TRP Stable Value Company Fund 21 $ - $483,067 $ - $483,067 $483,067 $ - T. Rowe Price Trust TRP Stable 24 $ - $286,473 $ - $286,473 $286,473 $ - Company Value Fund
There were no category (i), (ii), or (iv) reportable transactions during the plan year ended August 31, 1995. -----END PRIVACY-ENHANCED MESSAGE-----