-----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, GYgv5JaUYEY6njA47yewVmNJh8SGzTqw2pdvHHlp9Q4XDSGQUlSREchl3ms69Ibb FEA8woSn1LaeQa/kGtiaKw== /in/edgar/work/20000628/0000950152-00-004991/0000950152-00-004991.txt : 20000920 0000950152-00-004991.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950152-00-004991 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBBINS & MYERS INC CENTRAL INDEX KEY: 0000084290 STANDARD INDUSTRIAL CLASSIFICATION: [3561 ] IRS NUMBER: 310424220 STATE OF INCORPORATION: OH FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-00288 FILM NUMBER: 662691 BUSINESS ADDRESS: STREET 1: 1400 KETTERING TWR CITY: DAYTON STATE: OH ZIP: 45423 BUSINESS PHONE: 9372222610 MAIL ADDRESS: STREET 1: 1400 KETTERING TOWER CITY: DAYTON STATE: OH ZIP: 45423 11-K 1 e11-k.txt ROBBINS AND MYERS, INC. FORM 11-K 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, 1999 Commission File Number (333-00289) - ------------------------------------ ---------------------------------- ROBBINS & MYERS, INC. SAVINGS PLAN FOR UNION EMPLOYEES (Name of Plan) - -------------------------------------------------------------------------------- ROBBINS & MYERS, INC. 1400 Kettering Tower Dayton, Ohio 45423 (937) 222-2610 (Name of Issuer of Security, held pursuant to Plan and address of its principal executive office) ================================================================================ 2 REQUIRED INFORMATION The Robbins & Myers, Inc. Savings Plan for Union Employees (the Plan) is subject to the Employee Retirement Income Security Act of 1974. Item 4. In lieu of the requirements of Items 1, 2 and 3 of this Form 11-K, the following financial statements of the Plan, notes thereto, and Report of Independent Auditors thereon are being filed as Exhibit 99.1 to this Report: (a) Statements of Assets Available for Benefits - December 31, 1999 and 1998 (b) Statement of Changes in Assets Available for Benefits - for the year ended December 31, 1999 (c) Notes to Financial Statements; (d) Schedule of Assets Held for Investment Purposes - December 31, 1999; and (e) Report of Independent Auditors. The consent of Independent Auditors to the incorporation by reference of the foregoing financial statements in Registration statement on Form S-8 (No. 333-00289) is being filed as Exhibit 23.1 to this Report. SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the persons who administer the Robbins & Myers, Inc. Savings Plan for Union Employees have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. ROBBINS & MYERS, INC. SAVINGS PLAN FOR UNION EMPLOYEES By /s/ Kevin J. Brown ----------------------------------- Name: Kevin J. Brown Title: Member, Corporate Benefits Committee Dated: June 28, 2000 3 INDEX TO EXHIBITS The following Exhibits are being filed with this Annual Report on Form 11-K: Exhibit - ------- (23) CONSENT OF EXPERTS AND COUNSEL 23.1 Consent of Ernst & Young LLP. (99) ADDITIONAL EXHIBITS 99.1 Audited Financial Statement of Robbins & Myers, Inc. Savings Plan for Union Employees as of December 31, 1999 and 1998 and for the year ended December 31, 1999. EX-23.1 2 ex23-1.txt EXHIBIT 23.1 1 Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-002893) pertaining to the Robbins & Myers, Inc. Employee Savings Plan for Union Employees of our report dated May 19, 2000, with respect to the financial statements and schedule of the Robbins & Myers, Inc. Employee Savings Plan for Union Employees included in this Annual Report (Form 11-K) for the year ended December 31, 1999. /s/ ERNST & YOUNG LLP Dayton, Ohio June 23, 2000 EX-99.1 3 ex99-1.txt EXHIBIT 99.1 1 Exhibit 99.1 Financial Statements and Supplemental Schedule Robbins & Myers, Inc. Savings Plan for Union Employees December 31, 1999 and 1998 and for the year ended December 31, 1999 with Report of Independent Auditors 2 Robbins & Myers, Inc. Savings Plan for Union Employees Financial Statements and Supplemental Schedule December 31, 1999 and 1998 and for the year ended December 31, 1999 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..................................................4 Supplemental Schedule Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year..................................................................8 3 Report of Independent Auditors Corporate Benefits Committee Robbins & Myers, Inc. Savings Plan for Union Employees We have audited the accompanying statements of assets available for benefits of the Robbins & Myers, Inc. Savings Plan for Union Employees as of December 31, 1999 and 1998 and related statement of changes in assets available for benefits for the year ended December 31, 1999 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 auditing standards generally accepted in the United States. 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, 1999 and 1998 and the changes in its assets available for benefits for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes at end of year as of December 31, 1999 is presented for purposes of additional analysis and is not a required part of the financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ ERNST & YOUNG LLP May 19, 2000 1 4 Robbins & Myers, Inc. Savings Plan for Union Employees Statements of Assets Available for Benefits DECEMBER 31 1999 1998 ---------------------------------- ASSETS Investments at fair value $7,116,653 $6,100,969 Contributions receivable: Employee 106,524 101,534 Employer 25,386 21,713 ---------------------------------- Assets available for benefits $7,248,563 $6,224,216 ================================== See accompanying notes. 2 5 Robbins & Myers, Inc. Savings Plan for Union Employees Statement of Changes in Assets Available for Benefits Year ended December 31, 1999 ADDITIONS Employee contributions $ 997,468 Employer contributions 231,012 Dividend income - Robbins & Myers, Inc. Common Stock 4,224 Dividend and interest income 505,365 ---------- Total additions 1,738,069 DEDUCTIONS Benefit paid directly to participants 502,728 Net depreciation in fair value of investments 210,994 ---------- Total deductions 713,722 ---------- Net increases 1,024,347 Assets available for benefits, at beginning of year 6,224,216 ---------- Assets available for benefits, at end of year $7,248,563 ========== See accompanying notes. 3 6 Robbins & Myers, Inc. Savings Plan for Union Employees Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN The Robbins & Myers, Inc. (the Company) Savings Plan for Union Employees (the Plan) is a defined contribution plan which covers hourly employees of Pfaudler, Inc., Chemineer, Inc., and Moyno Industrial Products, who are covered by collective bargaining agreements at their United States operations. Each year, participants can make pretax and/or after-tax basic contributions up to a maximum of 12 percent of annual compensation as defined in the Plan. For Pfaudler employees, the plan sponsor contributes an additional 50 percent of the first 6 percent of each participant's compensation that the participant elects to contribute. For Moyno Industrial Products employees, the plan sponsor contributes an additional 10 percent of the first 6 percent of each participant's compensation. The plan sponsor does not make any matching contributions for employees of Chemineer. Participants are immediately vested in their contributions and any earnings on these contributions. Matching contributions made by the Company become vested as follows: VESTING YEARS OF VESTING SERVICE PERCENTAGE - ------------------------------------------------------- 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% Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contributions and (b) plan earnings. All amounts in participant accounts are invested in the Plan's investment options as directed by the participants. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Brokerage fees and other direct costs of investments are paid by the fund to which the costs are attributable. All other expenses are paid by the Company. 4 7 Robbins & Myers, Inc. Savings Plan for Union Employees Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) Although it has not expressed an intent to do so, the Company has the right to discontinue its contributions at any time and terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. The foregoing description of the Plan provides only general information. Additional information about the plan agreement is contained in the Summary Plan Description. Copies are available from the Corporate Benefits Committee. 2. SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Plan maintains its accounting records on the accrual basis of accounting. VALUATION OF INVESTMENTS The Plan's investments are stated at fair value. The shares of registered investment companies are valued at quoted market prices which represent the net asset values of shares held by the Plan at year-end. The units of the common collective trust (the Vanguard Retirement Savings Trust) are based on redemption values on the last business day of the Plan year. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles, requires management to make estimates that affect the amounts reported in the financial statements. Actual results could differ from those estimates. RECLASSIFICATION Certain prior year amounts have been reclassified to conform with the current year presentation. 5 8 Robbins & Myers, Inc. Savings Plan for Union Employees Notes to Financial Statements (continued) 3. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated November 5, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Corporate Benefits Committee believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. 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 as of December 31 is as follows:
1999 1998 ------------------------------- Robbins & Myers, Inc. Common Stock $ 382,151 $ 358,916 The Vanguard Group, Inc.: Prime Money Market Fund 455,986 345,254 Wellington Fund 1,747,923 1,641,957 Windsor II Fund 1,754,834 1,756,472 Retirement Savings Trust 1,555,706 1,441,520 Small Cap Index Fund 509,805 440,518 500 Index Fund 709,825 116,332
6 9 Robbins & Myers, Inc. Savings Plan for Union Employees Notes to Financial Statements (continued) 4. INVESTMENTS (CONTINUED) During the year ended December 31, 1999, the Plan's investments (including investments purchased, sold as well as held during the year) appreciated (depreciated) in fair value as determined by quoted market price as follows:
NET REALIZED AND UNREALIZED APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS ------------------------------- Robbins & Myers, Inc. Common Stock $ 36,160 ========= The Vanguard Group, Inc. (registered investment companies): Wellington Fund $ (87,490) Windsor II Fund (297,376) Small-Cap Index Fund 47,238 500 Index Fund 90,876 Total Bond Market Index Fund (402) --------- Total registered investment companies $(247,154) =========
5. TRANSACTIONS WITH RELATED PARTIES As of December 31, 1999 and 1998, the Plan held 16,891 and 16,226 shares, respectively, of Robbins & Myers, Inc. common stock in a company stock fund. During 1999 shares were purchased at a total cost of $488,965 and shares were sold at a total selling price of $501,890. 7 10 Supplemental Schedule 11 Robbins & Myers, Inc. Savings Plan for Union Employees Employer Identification Number 31-0424220/ Plan Number 012 Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999
DESCRIPTION OF INVESTMENTS INCLUDING MATURITY DATE IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL, CURRENT LESSOR OR SIMILAR PARTY PAR OR MATURING VALUE VALUE - --------------------------------------------------------------------------------------------------- Robbins & Myers, Inc. * 16,891 shares of Common Stock $ 382,151 The Vanguard Group, Inc.:* Wellington Fund 62,515 units of Registered Investment Company 1,747,923 Windsor II Fund 70,278 units of Registered Investment Company 1,754,834 Retirement Savings Trust 1,555,706 units of Common Collective Trust 1,555,706 500 Index Fund 5,245 units of Registered Investment Company 709,825 Prime Money Market Fund 455,986 units of Registered Investment Company 455,986 Small Cap Index Fund 21,602 units of Registered Investment Company 509,805 Total Bond Market Index Fund 4,427 units of Registered Investment Company 423 ------------ $7,116,653 ============
* Party-in-interest to the Plan. 8 -----END PRIVACY-ENHANCED MESSAGE-----