-----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, M5L86XQKPvGprVZS+AoahEou5WkSZlY33xs41A8U5bm67edHWrb/L4qLo+zxYIHD 34SdQaz2aDOedl07duSa8g== 0000950152-04-004984.txt : 20040628 0000950152-04-004984.hdr.sgml : 20040628 20040628141907 ACCESSION NUMBER: 0000950152-04-004984 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040628 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: 001-13651 FILM NUMBER: 04884254 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 l08274ae11vk.htm ROBBINS & MYERS, INC. 11-K Robbins & Myers, Inc. 11-K
 

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, 2003
  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)

 

 

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 Net Assets Available for Benefits - December 31, 2003 and 2002;
 
(b)   Statement of Changes in Net Assets Available for Benefits - for the year ended December 31, 2003;
 
(c)   Notes to Financial Statements;
 
(d)   Schedule H, Line 4i - Schedule of Assets (Held at End of Year) – December 31, 2003;
 
(e)   Schedule H, Line 4j - Schedule of Reportable Transactions – for the year ended December 31, 2003; and
 
(f)   Report of Independent Auditors.

     The consent of Independent Auditors to the incorporation by reference of the foregoing financial statements in Registration statement on Form S-8 (No. 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/ Kevin J. Brown
     
 		    
      Name: Kevin J. Brown    
      Title: Member, Corporate Benefits
          Committee		    
      Dated: June 28, 2004    

 

 

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 December 31, 2003 and 2002 and for the year ended December 31, 2003.

 

EX-23.1 2 l08274aexv23w1.txt EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP 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 April 23, 2004, with respect to the financial statements and schedules of the Robbins & Myers, Inc. Employees Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2003. Dayton, OH /s/ Ernst & Young LLP June 25, 2004 EX-99.1 3 l08274aexv99w1.txt EXHIBIT 99.1 AUDITED FINANCIAL STATEMENT EXHIBIT 99.1 Financial Statements and Supplemental Schedules Robbins & Myers, Inc. Employee Savings Plan December 31, 2003 and 2002 and for the year ended December 31, 2003 with Report of Independent Auditors Robbins & Myers, Inc. Employee Savings Plan Financial Statements and Supplemental Schedules December 31, 2003 and 2002 and for the year ended December 31, 2003 TABLE OF CONTENTS Report of Independent Auditors.......................................... 1 Financial Statements Statements of Net Assets Available for Benefits ........................ 2 Statement of Changes in Net Assets Available for Benefits .............. 3 Notes to Financial Statements........................................... 4 Supplemental Schedules Schedule H, Line 4i--Schedule of Assets (Held at End of Year)........... 12 Schedule H, Line 4j--Schedule of Reportable Transactions................ 13
Report of Independent Auditors Corporate Benefits Committee Robbins & Myers, Inc. Employee Savings Plan We have audited the accompanying statements of net assets available for benefits of the Robbins & Myers, Inc. Employee Savings Plan as of December 31, 2003 and 2002 and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. 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 the standards of the Public Company Accounting Oversight Board (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 net assets available for benefits of the Plan at December 31, 2003 and 2002, and the changes in its net assets available for benefits for the year ended December 31, 2003, 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 schedules of assets (held at end of year) as of December 31, 2003, 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 supplemental schedules have been subjected to the 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. April 23, 2004 \s\ Ernst & Young LLP 1 Robbins & Myers, Inc. Employee Savings Plan Statements of Net Assets Available for Benefits
DECEMBER 31 2003 2002 ----------- ----------- ASSETS Investments at fair value $45,182,900 $36,797,100 Participant loans at estimated fair value 1,144,458 1,182,417 ----------- ----------- Total investments 46,327,358 37,979,517 Contributions receivable: Employer 64,964 64,881 Employee 221,543 185,328 ----------- ----------- Total receivables 286,507 250,209 ----------- ----------- Net assets available for benefits $46,613,865 $38,229,726 =========== ===========
See accompanying notes. 2 Robbins & Myers, Inc. Employee Savings Plan Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2003 ADDITIONS Employee contributions $ 2,694,277 Employer contributions 948,272 Rollovers 169,347 Transfers from other plans 335,565 Dividend income - Robbins & Myers, Inc. common stock 61,812 Dividend and interest income 920,133 Net appreciation in fair value of investments 6,409,338 ----------- Total additions 11,538,744 DEDUCTIONS Benefits paid directly to participants 3,154,605 ----------- Total deductions 3,154,605 ----------- Net increase 8,384,139 Net assets available for benefits, at beginning of year 38,229,726 ----------- Net assets available for benefits, at end of year $46,613,865 ===========
See accompanying notes. 3 Robbins & Myers, Inc. Employee Savings Plan Notes to Financial Statements December 31, 2003 1. DESCRIPTION OF THE PLAN The following description of the Robbins & Myers, Inc. Employee Savings Plan (the Plan) provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan which covers salaried employees of Robbins & Myers, Inc. (the Company) and its U.S. subsidiaries. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS 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 50 percent of an employee's annual contribution. Only the first 6 percent of an employee's annual compensation is eligible for the employer's match. On February 2, 2003, the participant account balances ($335,565) of Tarby, Inc. employees of the Dover, Inc. 401(k) Plan were transferred to the Plan and are included in rollovers from other plans in the Statement of Changes in Net Assets Available for Benefits. PARTICIPANT LOANS Participants may borrow from their fund accounts a maximum of the lesser of 50% of their vested account balance or $50,000 reduced by the outstanding balance of loans from the Plan on the date the loan is made or by the highest outstanding loan balance in their account during the prior twelve month period. All loans must be repaid in level payments on at least a quarterly basis over a five-year period except if the loan is for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates. 4 Robbins & Myers, Inc. Employee Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) DISTRIBUTIONS Distributions of vested balances are available upon termination, retirement after attaining age sixty-five, death, or permanent and total disability. Distributions are made in either a lump sum payment or an annuity to designated beneficiaries and joint survivors. WITHDRAWALS Approval of voluntary hardship withdrawals are subject to the determination that an immediate and substantial financial need exists for medical, educational, home purchase, or other emergencies which cannot be reasonably satisfied by other means. VESTING 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 34% 2 years but less than 3 years 67% 3 years or more 100%
PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and allocation of (a) the Company's contribution and (b) Plan earnings. Participant's direct the investment of their contributions and earnings thereon between the investment options provided by the Plan. Company contributions are invested in the Company's common stock. Forfeited balances of terminated participants' non-vested accounts are used to reduce future company contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. 5 Robbins & Myers, Inc. Employee Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) ADMINISTRATIVE EXPENSES 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. PLAN TERMINATION 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. FORFEITED ACCOUNTS At December 31, 2003, forfeited non-vested accounts totaled $76,351. These accounts will be used to reduce future employer contributions. PLAN AMENDMENTS The Company amended the plan, effective for the 2003 plan year, to make revisions to the timing and form of distributions made, and adoption of required minimum distribution terms and certain definitions. The Plan was amended using the model amendment from IRS Revenue Procedure 2002-29 for purposes of complying with the applicable changes made by final Treasury Regulations issued under Section 401(a)(9) of the Internal Revenue Code. Effective November 15, 2002, the Company amended the Plan to define loan rollovers as they apply to the employees of an acquired business if the acquisition has been determined to be a distributable event and if the employees of the acquired business have been designated as employees under the Plan. The Company amended the Plan to adopt certain provisions of the "Economic Growth and Tax Reconciliation Act of 2001" ("EGTRRA"). This amendment is intended as good faith compliance with the requirements of EGTRRA effective for Plan Years beginning after December 31, 2001. 6 Robbins & Myers, Inc. Employee Savings Plan Notes to Financial Statements (continued) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Plan's financial statements are prepared on the accrual basis of accounting. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements. Actual results could differ from those estimates. VALUATION OF INVESTMENTS The Plan's investments are stated at fair value. The shares of the common stock and the 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 are based on quoted redemption values on the last business day of the Plan year. Participant loans are valued at their outstanding balances, which approximate 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. 3. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated August 5, 2003, 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. Subsequent to the issuance of this determination by the Internal Revenue Service, the Plan was amended (see Note 1). Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended and restated, is qualified and the related trust is tax exempt. 7 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 as of December 31 is as follows:
2003 2002 ---------- ---------- Robbins & Myers, Inc. common stock $5,714,444 $4,765,246 The Vanguard Group, Inc.: Shares of registered investment companies: Wellington Fund 6,724,589 5,351,369 Windsor Fund 7,503,357 5,457,063 U.S. Growth Fund 3,312,441 2,417,103 500 Index Fund 6,943,391 5,361,024 Shares of common/collective trust fund: Retirement Savings Trust 8,082,775 7,991,598
8 Robbins & Myers, Inc. Employee Savings Plan Notes to Financial Statements (continued) 4. INVESTMENTs (CONTINUED) During the year ended December 31, 2003, the Plan's investments (including investments purchased, sold and 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 $ 288,468 =========== The Vanguard Group, Inc. (shares of registered investment companies): Wellington Fund $ 979,357 Windsor Fund 1,926,053 Windsor II Fund 348,969 U.S. Growth Fund 663,658 500 Index Fund 1,450,542 International Growth Fund 187,362 Small-Cap Index Fund 573,605 Total Bond Market Index Fund (8,676) ----------- Total shares of registered investment companies $ 6,120,870 ===========
9 Robbins & Myers, Inc. Employee Savings Plan Notes to Financial Statements (continued) 5. NONPARTICIPANT-DIRECTED INVESTMENTS Information about the net assets relating to the nonparticipant-directed investments as of December 31 is as follows:
2003 2002 ---------- ---------- ASSETS Robbins & Myers, Inc. common stock $5,714,444 $4,765,246 Contributions receivable 64,964 64,881 ---------- ---------- $5,779,408 $4,830,127 ========== ==========
Information about the changes in net assets relating to the nonparticipant-directed investments for the year ended December 31, 2003 is as follows: ADDITIONS Contributions $1,144,156 Loan repayments 147,287 Dividend and interest income 61,812 Net appreciation in the fair value of investments 288,468 ---------- 1,641,723 DEDUCTIONS Benefits paid directly to participants 196,017 Loan withdrawals 123,042 Interfund transfers out 373,383 ---------- 692,442 ---------- Net increase 949,281 Net assets available for benefits, at beginning of year 4,830,127 ---------- Net assets available for benefits, at end of year $5,779,408 ==========
10 Robbins & Myers, Inc. Employee Savings Plan Notes to Financial Statements (continued) 6. TRANSACTIONS WITH RELATED PARTIES As of December 31, 2003 and 2002, the Plan held 300,919 and 258,981 shares, respectively, of Robbins & Myers, Inc. common stock in a company stock fund. During 2003, shares were purchased at a total cost of $1,962,376 and shares were sold at a total selling price of $1,301,646. 11 Supplemental Schedules Robbins & Myers, Inc. Employee Savings Plan Employer Identification Number 31-0424220/ Plan Number 011 Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2003
DESCRIPTION OF INVESTMENTS INCLUDING MATURITY DATE IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL, CURRENT LESSOR OR SIMILAR PARTY PAR OR MATURING VALUE COST VALUE - ----------------------------------------------------------------------------------------------------- Robbins & Myers, Inc. * 300,919 shares of common stock $ 6,918,774 $ 5,714,444 The Vanguard Group, Inc.:* Wellington Fund 233,412 units of Registered Investment Company ** 6,724,589 Windsor Fund 461,461 units of Registered Investment Company ** 7,503,357 Windsor II Fund 62,916 units of Registered Investment Company ** 1,666,654 U.S. Growth Fund 218,499 units of Registered Investment Company ** 3,312,441 Retirement Savings Trust 8,082,775 units of Common Collective Trust ** 8,082,775 500 Index Fund 67,628 units of Registered Investment Company ** 6,943,391 International Growth Fund 52,983 units of Registered Investment Company ** 854,609 Prime Money Market Fund 499,434 units of Registered Investment Company ** 499,434 Small Cap Index Fund 93,444 units of Registered Investment Company ** 2,111,826 Total Bond Market Index Fund 171,618 units of Registered Investment Company ** 1,769,380 Participant Loans Interest rates from 4.75%-9.50% 1,144,458 ----------- ----------- $ 6,918,774 $46,327,358 =========== ===========
* Party-in-interest to the Plan. ** Cost of asset is not required to be disclosed as investment is participant-directed. 12 Robbins & Myers, Inc. Employee Savings Plan Employer Identification Number 31-0424220/ Plan Number 011 Schedule H, Line 4j - Schedule of Reportable Transactions Year ended December 31, 2003
DESCRIPTION CURRENT VALUE NET IDENTITY OF OF PURCHASE SELLING COST OF OF ASSET ON GAIN PARTY INVOLVED ASSET PRICE PRICE ASSET TRANSACTION DATE (LOSS) - -------------------------------------------------------------------------------------------------------------------------- Category (iii)--A Series of Transactions in Excess of 5 Percent of Plan Assets Robbins & Myers, Inc. Shares of Common Stock $1,962,376 $ - $ 1,962,376 $ 1,962,376 $ - - 1,301,646 1,270,891 1,301,646 30,755
Note: Sections (e) and (f) are not applicable. There were no category (i), (ii), or (iv) transactions during the year. 13 -----END PRIVACY-ENHANCED MESSAGE-----