-----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, E5vCKQ78Iuwrt08DiGgAY7ZSVzjySv49NLkcT7jDk9QnvKthqUQt9OlYuDokDfra udOchz9hkORjZ2E8XwZvvQ== 0000950152-96-000167.txt : 19960122 0000950152-96-000167.hdr.sgml : 19960122 ACCESSION NUMBER: 0000950152-96-000167 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960119 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: 96505374 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 11-K 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [xl ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Fiscal Year Ended December 31, 1994 *Commission File Number (33- ) ROBBINS & MYERS, INC. SAVINGS PLAN FOR UNION EMPLOYEES (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) ================================================================================ *Concurrently herewith a Registration Statement on Form S-8 is being filed relating to this Plan. 2 REOUIRED 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) Statement of Assets Available for Plan Benefits - December 31, 1994 and 1993. (b) Statement of Changes in Assets Available for Plan Benefits - for the years ended December 31, 1994 and 1993; (c) Schedule of Assets Held for Investment - December 31, 1994; (d) Notes to Financial Statements; and (e) Report of Independent Auditors. A Registration Statement on Form S-8 relating to this Plan is being filed concurrently with the filing of this Report. The consent of Independent Auditors to the incorporation by reference of the foregoing financial statements in such Registration Statement 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. Union 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/ George M. Walker --------------------------------------- Name: George M. Walker Title: Member, Corporate Benefits Committee Dated: January 15, 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 is included as Exhibit 23.1 to the Robbins & Myers, Inc. Registration Statement on Form S-8 filed concurrently herewith. (99) ADDITIONAL EXHIBITS 99.1 Audited Financial Statements of Robbins & Myers, Inc. Union Savings Plan for Union Employees of Pfaudler for the years ended December 31, 1994 and 1993 3 EX-99.1 2 EXHIBIT 99.1 1 Exhibit 99.1 ------------ Audited Financial Statements and Other Financial Information ROBBINS & MYERS, INC. SAVINGS PLAN FOR UNION EMPLOYEES OF PFAUDLER Years ended December 31, 1994 and 1993 with Report of Independent Auditors 2 Robbins & Myers, Inc. Savings Plan for Union Employees of Pfaudler Audited Financial Statements and Other Financial Information Years ended December 31, 1994 and 1993
TABLE OF CONTENTS Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Audited Financial Statements Statements of Assets Available for Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Statement of Changes in Assets Available for Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Other Financial Information Schedule of Assets Held for Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Transactions or Series of Transactions in Excess of 5 Percent of the Current Value of Plan Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3 ERNST & YOUNG LLP 1 Citizens Federal Centre Phone: 513 223 2000 Suite 1800 Dayton, Ohio 45402 REPORT OF INDEPENDENT AUDITORS Corporate Benefits Committee Robbins & Myers, Inc. Savings Plan for Union Employees of Pfaudler We were engaged to audit the accompanying financial statements and schedules of the Robbins & Myers, Inc. Savings Plan for Union Employees of Pfaudler, formerly the Eagle Industries, Inc. and Affiliates Savings Plan for Union Employees, as of December 31, 1994 and for the year then ended as listed in the table of contents. These financial statements and schedules are the responsibility of the Plan's management. Other auditors were engaged to audit the financial statements and schedules of the Plan for the year ended December 31, 1993. Their report dated July 18, 1994 disclaimed an opinion on those statements as permitted by Section 2520.103-8 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. As permitted by Section 2520.103-8 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, the plan administrator instructed us not to perform, and we did not perform, any auditing procedures with respect to the investment information, which was certified by Delaware Charter Trust, the trustee of the Plan, except for comparing such information with the related information included in the financial statements and supplemental schedules. We have been informed by the plan administrator that the trustee holds the Plan's investment assets and executes investment transactions. The plan administrator has obtained a certification from the trustee as of and for the year ended December 31, 1994 that the information provided to the plan administrator by the trustee is complete and accurate. Because of the significance of the information that we did not audit, we are unable to, and do not, express an opinion on the accompanying financial statements and schedules taken as a whole. The form and content of the information included in the financial statements and schedules, other than that derived from the investment information certified by the trustee, have been audited by us in accordance with generally accepted auditing standards and, in our opinion, are presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Ernst & Young LLP July 13, 1995 1 4 Robbins & Myers, Inc. Savings Plan for Union Employees of Pfaudler Statements of Assets Available for Plan Benefits
DECEMBER 31 1994 1993 --------------------------- ASSETS Investments at fair value (Note 2): VMMR Prime Portfolio $ 153,017 $ 124,285 Vanguard Wellington Fund 399,601 279,466 Vanguard Windsor II 179,936 125,398 Vanguard Index Small Capitalization Portfolio 58,612 40,187 --------------------------- 791,166 569,336 Investments at contract value (Note 2): GIC I-91 - 153,043 GIC I-92 - 167,246 Variable GIC 688,787 215,475 --------------------------- 688,787 535,764 --------------------------- Total investments 1,479,953 1,105,100 Contributions receivable: Employee 36,049 36,520 Employer 15,281 12,174 --------------------------- Assets available for plan benefits $1,531,283 $1,153,794
=========================== See accompanying notes. 2 5 Robbins & Myers, Inc. Savings Plan for Union Employees of Pfaudler Statement of Changes in Assets Available for Plan Benefits For the year ended December 31, 1994
VANGUARD INDEX VMMR VANGUARD VANGUARD SMALL PRIME WELLINGTON WINDSOR CAPITALIZATION GIC GIC VARIABLE PORTFOLIO FUND II PORTFOLIO I-91 I-92 GIC TOTAL -------------------------------------------------------------------------------------------------- ADDITIONS Employee contributions $ 31,668 $ 95,667 $ 53,636 $19,075 $ - $ - $163,003 $ 363,049 Employer contributions 14,601 40,559 23,125 7,743 - - 70,422 156,450 Dividends and interest 5,597 16,831 10,823 2,208 42 8,984 25,011 69,496 Transfers in 325 26,266 2,766 2,803 - - 313,260 345,420 -------------------------------------------------------------------------------------------------- Total additions 52,191 179,323 90,350 31,829 42 8,984 571,696 934,415 DEDUCTIONS Withdrawals 11,996 39,995 21,204 9,253 - 14,619 79,714 176,781 Transfers out 11,242 7 - 1 153,085 161,611 19,474 345,420 -------------------------------------------------------------------------------------------------- Total deductions 23,238 40,002 21,204 9,254 153,085 176,230 99,188 522,201 Unrealized and realized depreciation in fair value of investments - 18,857 13,075 2,793 - - - 34,725 -------------------------------------------------------------------------------------------------- Net additions (deductions) 28,953 120,464 56,071 19,782 (153,043) (167,246) 472,508 377,489 Assets available for plan benefits at January 1, 1994 128,888 292,053 131,786 41,689 153,043 167,246 239,089 1,153,794 -------------------------------------------------------------------------------------------------- Assets available for plan benefits at December 31, 1994 $157,841 $412,517 $187,857 $61,471 $ - $ - $711,597 $1,531,283 ===================================================================================================
See accompanying notes. 3 6 Robbins & Myers, Inc. Savings Plan for Union Employees of Pfaudler Statement of Changes in Assets Available for Plan Benefits For the year ended December 31, 1993
VANGUARD INDEX VMMR VANGUARD VANGUARD SMALL PRIME WELLINGTON WINDSOR CAPITALIZATION GIC GIC VARIABLE PORTFOLIO FUND II PORTFOLIO I-91 I-92 GIC TOTAL -------------------------------------------------------------------------------------------------- ADDITIONS Employee contributions $ 42,987 $ 97,451 $ 50,920 $13,248 $ - $ - $197,448 $ 402,054 Employer contributions 12,795 28,288 14,844 3,914 - - 57,944 117,785 Dividends and interest 3,232 15,560 6,814 2,397 - - 27,706 55,709 Transfers in - 3,841 - 2,851 153,043 167,246 - 326,981 -------------------------------------------------------------------------------------------------- Total additions 59,014 145,140 72,578 22,410 153,043 167,246 283,098 902,529 DEDUCTIONS Withdrawals 21,383 20,109 6,543 3,513 - - 66,580 118,128 Transfers out 1,634 - 3,946 - - - 321,401 326,981 -------------------------------------------------------------------------------------------------- Total deductions 23,017 20,109 10,489 3,513 - - 387,981 445,109 Unrealized and realized appreciation in fair value of investments - 10,859 4,569 2,956 - - - 18,384 -------------------------------------------------------------------------------------------------- Net additions (deductions) 35,997 135,890 66,658 21,853 153,043 167,246 (104,883) 475,804 Assets available for plan benefits at January 1, 1993 92,891 156,163 65,128 19,836 - - 343,972 677,990 -------------------------------------------------------------------------------------------------- Assets available for plan benefits at December 31, 1993 $128,888 $292,053 $131,786 $41,689 $153,043 $167,246 $239,089 $1,153,794 ==================================================================================================
See accompanying notes. 4 7 Robbins & Myers, Inc. Savings Plan for Union Employees of Pfaudler Notes to Financial Statements December 31, 1994 1. DESCRIPTION OF THE PLAN The Robbins & Myers, Inc. Savings Plan for Union Employees of Pfaudler (the Plan) was the Eagle Industries, Inc. and Affiliates Savings Plan for Union Employees. On June 30, 1994, Eagle Industries, Inc. sold Pfaudler, Inc. and Subsidiaries to Robbins & Myers, Inc. (the Company). As a result of the sale, the Company became the plan sponsor and the name of the Plan was changed. The Plan is a defined contribution plan which covers hourly employees of Pfaudler, Inc. who are covered by a collective bargaining agreement at its United States operations. Each year, participants can make pretax and/or after-tax basic contributions up to a maximum of 6 percent of annual compensation as defined in the Plan. Participants may also make after-tax supplemental contributions up to 6 percent of compensation. Effective September 18, 1993, the plan sponsor contributes 50% of each participant's basic contribution. Prior to that date, the plan sponsor contributed 25% to 50% of the basic contribution. Participants are immediately vested in their contributions, as well as the Company's matching contribution and any earnings on these contributions. Brokerage fees and other direct costs of investment are paid by the fund to which the costs are attributable. All other expenses are paid by the Company. Although it has not expressed an intent to do so, the Company has the right to discontinue its contributions at any time and terminate the Plan subject to the provisions of ERISA. The foregoing description of the plan provides only general information. Additional information about the plan agreement is contained in the Summary Plan Description. Copies are available from the Corporate Benefits Committee. 5 8 Robbins & Myers, Inc. Savings Plan for Union Employees of Pfaudler Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Plan maintains its accounting records on the accrual basis of accounting. All assets of the Plan are held by the trustee. RECLASSIFICATION Certain 1993 amounts have been reclassified to conform with 1994 presentation. 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 guaranteed investment contract funds are valued at their contract values. 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. Realized gains and losses on securities represent the difference between the proceeds received and the average cost of securities sold. Unrealized appreciation and depreciation on securities represent the difference between fair value at the beginning of the period and the end of the period. 3. INCOME TAX STATUS The Internal Revenue Service has ruled that the Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. During fiscal year 1994, the Plan was amended. A tax ruling or determination letter involving this amendment has not been received. 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. 6 9 Robbins & Myers, Inc. Savings Plan for Union Employees of Pfaudler Notes to Financial Statements (continued) 4. INVESTMENTS The fair value of individual investments that represent 5 percent of more of Plan's fair value of net assets available for plan benefits is as follows:
DECEMBER 31 1994 1993 --------------------------- VMMR Prime Portfolio $153,017 $124,285 Vanguard Wellington Fund 399,601 279,466 Vanguard Windsor II 179,936 125,398 Variable GIC 688,787 215,475
7 10 Other Financial Information 11 Robbins & Myers, Inc. Savings Plan for Union Employees of Pfaudler Schedule of Assets Held for Investment December 31, 1994
CURRENT DESCRIPTION OF INVESTMENT UNITS COST VALUE - --------------------------------------------------------------------------------------------------- VMMR Prime Portfolio 153,017.110 $ 153,017 $ 153,017 Vanguard Wellington 20,608.620 418,395 399,601 Vanguard Windsor II 11,373.984 193,383 179,936 Vanguard Index Small Capitalization Portfolio 3,910.046 61,479 58,612 Variable GIC 688,787.390 688,787 688,787 ---------------------------- $1,515,061 $1,479,953 ============================
8 12 Robbins & Myers, Inc. Savings Plan for Union Employees of Pfaudler Transactions or Series of Transactions in Excess of 5 Percent of the Current Value of Plan Assets For the year ended December 31, 1994
DESCRIPTION NUMBER NUMBER IDENTITY OF OF OF PURCHASE OF SELLING HISTORICAL CURRENT NET GAIN PARTY INVOLVED ASSETS PURCHASES PRICE SALES PRICE COST VALUE (LOSS) - ----------------------------------------------------------------------------------------------------------------------------- CATEGORY (I)--A SINGLE TRANSACTION IN EXCESS OF 5 PERCENT OF PLAN ASSETS GIC I-91 Participating Units 1 $ 43 - $ - $ 43 $ 43 $ - GIC I-91 Participating Units - - 1 153,085 153,085 153,085 - CATEGORY (III)--A SERIES OF TRANSACTIONS IN EXCESS OF 5 PERCENT OF PLAN ASSETS GIC I-91 Participating Units 1 43 - - 43 43 - GIC I-91 Participating Units - - 1 153,085 153,085 153,085 - VMMR Prime Portfolio Participating Units * 51,970 - - 51,970 51,970 - VMMR Prime Portfolio Participating Units - - * 23,238 23,238 23,238 - Vanguard Wellington Fund Participating Units * 178,993 - - 178,993 178,993 - Vanguard Wellington Fund Participating Units - - * 40,001 40,064 40,064 (63) Vanguard Windsor II Participating Units * 88,817 - - 88,817 88,817 - Vanguard Windsor II Participating Units - - * 21,204 20,833 20,833 371 GIC I-92 Participating Units * 8,984 - - 8,984 8,984 - GIC I-92 Participating Units - - * 176,230 176,230 176,230 - Variable GIC Participating Units * 572,500 - - 572,500 572,500 - Variable GIC Participating Units - - * 99,188 99,188 99,188 -
There were no reportable category (i), (ii), or (iv) transactions for the year. *Information not available. 9 -----END PRIVACY-ENHANCED MESSAGE-----