-----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, UaN7xQtuL0XfVeKg+TESPwLSS0onIc6GtFo0u1O4emM/RSh2Lm8L9KCPwJ4uBPdr ZNG/70Ir8HfRpqRyCi/ffQ== 0000950152-98-005701.txt : 19980630 0000950152-98-005701.hdr.sgml : 19980630 ACCESSION NUMBER: 0000950152-98-005701 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: NONE 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: SEC FILE NUMBER: 000-00288 FILM NUMBER: 98657198 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 ROBBINS & MYERS SAVINGS PLAN FOR UNION EMPL. 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 [FEE REQUIRED] For the Fiscal Year Ended December 31, 1997 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) Statement of Assets Available for Plan Benefits - December 31, 1997 and 1996 (b) Statement of Changes in Assets Available for Plan Benefits - for the years ended December 31, 1997 and 1996 (c) Schedule of Assets Held for Investment - December 31, 1997; (d) Schedule of Transactions or Series of Transactions in Excess of 5 percent of the Current Value of Plan Assets for the year ended December 31, 1997 (e) Notes to Financial Statements; 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. 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/ Stephen R. Ley Name: Stephen R. Ley Title: Member, Corporate Benefits Committee Dated: June 26, 1998 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 for the year ended December 31, 1997 and 1996 EX-23.1 2 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 29, 1998, with respect to the financial statements and schedules of the Robbins & Myers, Inc. Employees Savings Plan for Union Employees included in this Annual Report (Form 11-K) for the year ended December 31, 1997. /s/ ERNST & YOUNG LLP Dayton, Ohio June 22, 1998 EX-99.1 3 EXHIBIT 99.1 1 EXHIBIT 99.1 Financial Statements Robbins & Myers, Inc. Savings Plan for Union Employees Years ended December 31, 1997 and 1996 with Report of Independent Auditors 2 Robbins & Myers, Inc. Savings Plan for Union Employees Financial Statements Years ended December 31, 1997 and 1996 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--1997.........3 Statement of Changes in Assets Available for Plan Benefits--1996.........4 Notes to Financial Statements............................................5 Supplemental Schedules Line 27a - Schedule of Assets Held for Investment Purposes...............8 Line 27d - Schedule of Reportable Transactions...........................9 3 Report of Independent Auditors Corporate Benefits Committee Robbins & Myers, Inc. Savings Plan for Union Employees We have audited the accompanying financial statements of the Robbins & Myers, Inc. Savings Plan for Union Employees (the Plan), as of December 31, 1997 and 1996 and for the years then ended 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 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 assets available for plan benefits of the Plan at December 31, 1997 and 1996 and the changes in its assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. 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 for investment for the year ended December 31, 1997 and reportable transactions for the year ended December 31, 1997 are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. 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. May 29, 1998 1 4 Robbins & Myers, Inc. Savings Plan for Union Employees Statements of Assets Available for Plan Benefits
DECEMBER 31 1997 1996 -------------------------------------- ASSETS Investments at fair value: Robbins & Myers Inc. Common Stock $ 309,123 $ 77,458 VMMR Prime Portfolio 301,165 236,996 Vanguard Wellington Fund 1,498,540 1,039,604 Vanguard Windsor II 1,303,333 713,298 Vanguard Index Small Capitalization Portfolio 409,628 226,348 Vanguard Investment Contract Trust 1,277,980 1,123,121 -------------------------------------- Total investments 5,099,769 3,416,825 Contributions receivable: Employee 96,749 68,946 Employer 21,131 18,074 ====================================== Assets available for plan benefits $ 5,217,649 $ 3,503,845 ======================================
See accompanying notes. 2 5 Robbins & Myers, Inc. Savings Plan for Union Employees Statement of Changes in Assets Available for Plan Benefits Year ended December 31, 1997
ROBBINS & VANGUARD VANGUARD MYERS, INC. VMMR VANGUARD VANGUARD INDEX SMALL INVESTMENT COMMON PRIME WELLINGTON WINDSOR CAPITALIZATION CONTRACT STOCK PORTFOLIO FUND II PORTFOLIO TRUST TOTAL ----------------------------------------------------------------------------------------------- ADDITIONS Employee contributions $ 137,459 $ 82,321 $ 251,644 $ 281,947 $ 99,056 $ 221,702 $1,074,130 Employer contributions 142 17,481 57,358 51,756 19,800 74,029 220,566 Dividends and interest 1,079 14,478 125,654 117,358 22,400 72,121 353,090 Transfers in 25,747 - - 58,143 17,159 - 101,049 ----------------------------------------------------------------------------------------------- Total additions 164,427 114,280 434,656 509,204 158,415 367,852 1,748,835 DEDUCTIONS Withdrawals 5,051 24,758 87,654 69,351 20,528 153,514 360,856 Transfers out - 22,675 21,144 - - 57,230 101,049 ----------------------------------------------------------------------------------------------- Total deductions 5,051 47,433 108,798 69,351 20,528 210,744 461,905 Unrealized and realized appreciation in fair value of investments 78,740 - 138,449 160,993 48,692 - 426,874 ----------------------------------------------------------------------------------------------- Net additions 238,116 66,847 464,307 600,846 186,579 157,108 1,713,804 Assets available for plan benefits at beginning of year 82,884 242,898 1,062,244 733,491 234,572 1,147,756 3,503,845 Assets available for plan benefits ---------------------------------------------------------------------------------------------- at end of year $ 321,000 $ 309,745 $1,526,551 $1,334,337 $ 421,151 $1,304,864 $5,217,649 ===============================================================================================
See accompanying notes. 3 6 Robbins & Myers, Inc. Savings Plan for Union Employees Statement of Changes in Assets Available for Plan Benefits Year ended December 31, 1996
ROBBINS & VANGUARD VANGUARD MYERS, INC. VMMR VANGUARD VANGUARD INDEX SMALL INVESTMENT COMMON PRIME WELLINGTON WINDSOR CAPITALIZATION CONTRACT STOCK PORTFOLIO FUND II PORTFOLIO TRUST TOTAL ---------------------------------------------------------------------------------------------- ADDITIONS Employee contributions $ 70,605 $ 69,257 $ 235,547 $ 225,781 $ 95,085 $ 243,058 $ 939,333 Employer contributions - 20,813 64,349 49,500 20,228 84,892 239,782 Dividends and interest 210 11,234 77,101 47,415 17,267 60,390 213,617 Transfers in 584 - 8,669 7,333 5,915 - 22,501 ---------------------------------------------------------------------------------------------- Total additions 71,399 101,304 385,666 330,029 138,495 388,340 1,415,233 DEDUCTIONS Withdrawals 410 39,661 59,936 32,610 22,623 160,193 315,433 Transfers out - 20,756 - - - 1,745 22,501 ---------------------------------------------------------------------------------------------- Total deductions 410 60,417 59,936 32,610 22,623 161,938 337,934 Unrealized and realized appreciation in fair value of investments 11,895 - 55,933 70,197 10,301 - 148,326 ---------------------------------------------------------------------------------------------- Net additions 82,884 40,887 381,663 367,616 126,173 226,402 1,225,625 Assets available for plan benefits at beginning of year - 202,011 680,581 365,875 108,399 921,354 2,278,220 Assets available for plan benefits ---------------------------------------------------------------------------------------------- at end of year $ 82,884 $ 242,898 $1,062,244 $ 733,491 $ 234,572 $1,147,756 $3,503,845 ==============================================================================================
See accompanying notes. 4 7 Robbins & Myers, Inc. Savings Plan for Union Employees Notes to Financial Statements December 31, 1997 1. 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. 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 Vanguard Investment Contract Fund are valued at their contract values 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. 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. MANAGEMENT'S USE OF ESTIMATES The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of changes in net assets during the reporting period. Actual results could differ from those estimates. 5 8 Robbins & Myers, Inc. Savings Plan for Union Employees Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN The Plan is a defined contribution plan which covers hourly employees of Pfaudler, Inc., Chemineer, Inc., and Moyno Industrial Products, who are covered by a collective bargaining agreement at their United States operations. Each year, participants can make pretax and/or after-tax basic contributions up to a maximum of either 6 percent (Chemineer) or 12 percent (Pfaudler and Moyno Industrial Products) 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. The plan sponsor does not make any matching contributions for employees of Chemineer or Moyno Industrial Products. Participants are immediately vested in their contributions, as well as any of Robbins & Myers, Inc.'s (the Company's) matching contributions 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. 3. INCOME TAX STATUS The Internal Revenue Service ruled on November 5, 1996 that the Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the related trust is 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. 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 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 net assets available for plan benefits is as follows:
DECEMBER 31 1997 1996 ------------------------------------ Robbins & Myers, Inc. Common Stock $ 309,123 N/A VMMR Prime Portfolio 301,165 236,996 Vanguard Wellington Fund 1,498,540 1,039,604 Vanguard Windsor II 1,303,333 713,298 Vanguard Investment Contract Trust 1,277,980 1,123,121 Vanguard Index Small Capitalization Portfolio 409,628 226,348
5. TRANSACTIONS WITH PARTIES-IN-INTEREST As of December 31, 1997, the Plan held 7,800 shares of Robbins & Myers, Inc. common stock in a company stock fund. During 1997, approximately 5,400 shares were purchased at a total cost of $173,109. 6. YEAR 2000 ISSUE (UNAUDITED) The Plan Sponsor has developed a plan to modify its internal information technology to be ready for the Year 2000 and has begun converting critical data processing systems. The project also includes determining whether third party service providers have reasonable plans in place to become Year 2000 compliant. The Plan Sponsor currently expects the project to be substantially complete by early 1999. The Plan Sponsor does not expect this project to have a significant effect on plan operations. 7 10 SUPPLEMENTAL SCHEDULES 11 Robbins & Myers, Inc. Savings Plan for Union Employees Line 27a - Schedule of Assets Held for Investment Purposes EIN 31-0424220-012 December 31, 1997
SHARES/ CURRENT DESCRIPTION OF INVESTMENT UNITS COST VALUE - -------------------------------------------------------------------------------------------------------------- Robbins & Myers, Inc. Common Stock 7,800 $ 221,683 $ 309,123 VMMR Prime Portfolio 301,165 301,165 301,165 Vanguard Wellington 50,884 1,319,333 1,498,540 Vanguard Windsor II 45,539 1,105,710 1,303,333 Vanguard Index Small Capitalization Portfolio 17,248 355,035 409,628 Vanguard Investment Contract Trust 1,277,980 1,277,980 1,277,980 ------------------------------------- $ 4,580,906 $ 5,099,769 =====================================
8 12 Robbins & Myers, Inc. Savings Plan for Union Employees Line 27d - Schedule of Reportable Transactions EIN 31-0424220-012 For the year ended December 31, 1997
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 (iii)--A SERIES OF TRANSACTIONS IN EXCESS OF 5 PERCENT OF PLAN ASSETS Robbins & Myers, Inc. Common Stock Shares 31 $ 173,109 - $ - $ - $ 173,109 $ - Robbins & Myers, Inc. Common Stock Shares - - 7 20,184 17,039 20,184 3,145 Vanguard Wellington Participating Fund Units 23 435,712 - - - 435,712 - Vanguard Wellington Participating Fund Units - - 72 115,224 103,041 115,224 12,183 Vanguard Windsor II Participating Fund Units 34 579,965 - - - 579,965 - Vanguard Windsor II Participating Fund Units - - 60 150,924 122,329 150,924 28,595 Vanguard Index Small Participating Capitalization Portfolio Units 20 181,652 - - - 181,652 - Vanguard Index Small Participating Capitalization Portfolio Units - - 64 46,267 43,369 46,267 2,898 Vanguard Investment Participating Contract Trust Units 44 427,574 - - - 427,574 - Vanguard Investment Participating Contract Trust Units - - 68 272,715 272,715 272,715 -
There were no category (i), (ii), or (iv) reportable transactions for the year. 9 -----END PRIVACY-ENHANCED MESSAGE-----