-----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, NgqcBHIeU/PtMHvtUDFzVJ6P0jV6jpT/q+3DpNWWT/SkQfXKrCtDVrrDZFiuTSTc HdhmdXP/GScJRLFD4NK/wA== 0000950152-98-006917.txt : 19980819 0000950152-98-006917.hdr.sgml : 19980819 ACCESSION NUMBER: 0000950152-98-006917 CONFORMED SUBMISSION TYPE: 11-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980818 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/A SEC ACT: SEC FILE NUMBER: 000-00288 FILM NUMBER: 98693333 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/A 1 ROBBINS & MYERS, INC. EMPLOYEE SAVINGS PLAN 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K/A-1 [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 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) ================================================================================ 2 STATEMENT --------- The restated audited financial statements of the Robbins & Myers, Inc. Employee Savings Plan (the "Plan") as of and for the year ended December 31, 1997, (the "Restated Statements") are being filed herewith. The Restated Statements include the assets associated with the Process Supply, Inc. Profit Sharing Plan which was merged into the Plan as of December 31, 1997. Such assets, as explained in Note 7 of the Restated Statements were inadvertently omitted from the previously filed financial statements of the Plan. The following Restated Statements of the Plan, notes thereto, and Report of Independent Auditors thereon are being filed as Exhibit 99.1 to this Report and replace Exhibit 99.1 of the Form 11-K for the Plan, dated June 26, 1998: (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) Notes to Financial Statements; and (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. 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 11K/A-1 annual report to be signed on its behalf by the undersigned hereunto duly authorized. ROBBINS & MYERS, INC. EMPLOYEE SAVINGS PLAN By /s/ Stephen R. Ley Name: Stephen R. Ley Title: Member, Corporate Benefits Committee Dated: August 11, 1998 3 INDEX TO EXHIBITS ----------------- The following Exhibits are being filed with this Annual Report on Form 11-K/A-1: 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 and for the years 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. 33-61893) pertaining to the Robbins & Myers, Inc. Savings Plan for Union Employees of our report dated May 29, 1998 (except for Note 7, as to which the date is July 20, 1998), with respect to the financial statements of the Robbins & Myers, Inc. Employee Savings Plan, as amended, included in this Annual Report (Form 11-K/A-1) for the year ended December 31, 1997. /s/ Ernst & Young LLP Dayton, Ohio August 10, 1998 EX-99.1 3 EXHIBIT 99.1 1 EXHIBIT 99.1 Financial Statements Robbins & Myers, Inc. Employee Savings Plan Years ended December 31, 1997 and 1996 with Report of Independent Auditors 2 Robbins & Myers, Inc. Employee Savings Plan 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 Statements of Changes in Assets Available for Plan Benefits ................. 3 Notes to Financial Statements................................................ 4 Supplemental Schedules Line 27a - Schedule of Assets Held for Investment Purposes................... 12 Line 27d - Schedule of Reportable Transactions............................... 13 3 [ERNST & YOUNG LLP LETTERHEAD] Report of Independent Auditors Corporate Benefits Committee Robbins & Myers, Inc. Employee Savings Plan We have audited the accompanying financial statements of the Robbins & Myers, Inc. Employee Savings Plan (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. As discussed in Note 7 to the financial statements, an error resulting in an understatement of previously reported assets and additions to assets available for plan benefits as of December 31, 1997 was discovered by management of the Company during the current year. Accordingly, an adjustment has been made to cash and cash equivalents and transfer of assets as a result of plan merger. /s/ Ernst & Young LLP May 29, 1998, except for Note 7, as to which the date is July 20, 1998 1 4 Robbins & Myers, Inc. Employee Savings Plan Statements of Assets Available for Plan Benefits
DECEMBER 31 1997 1996 ------------------------- ASSETS Investments at fair value: Cash and cash equivalents $ 1,832,003 $ -- Robbins & Myers, Inc. Common Stock 12,729,103 7,031,401 Vanguard Wellington Fund 4,632,182 3,701,946 Vanguard Windsor Fund 9,444,758 7,393,496 VMMR Prime Portfolio 578,929 661,137 Vanguard Index Small Capitalization Portfolio 1,469,757 1,063,535 Vanguard Windsor II 2,290,683 2,024,951 Vanguard Index 500 Portfolio 1,692,100 649,267 Vanguard U.S. Growth Fund 2,279,650 1,674,801 Vanguard International Growth Portfolio 435,105 285,061 Vanguard VBIF Total Bond Market Fund 383,537 142,185 Vanguard Investment Contract Trust 5,260,914 5,492,180 ------------------------- Total investments 43,028,721 30,119,960 Receivables: Employer contribution receivable 407,919 392,811 Employee contribution receivable 216,153 187,912 Loans receivable from participants 1,187,272 615,112 ------------------------- Total receivables 1,811,344 1,195,835 ------------------------- Assets available for plan benefits $44,840,065 $31,315,795 =========================
See accompanying notes. 2 5 Robbins & Myers, Inc. Employee Savings Plan Statements of Changes in Assets Available for Plan Benefits
YEAR ENDED DECEMBER 31 1997 1996 --------------------------- ADDITIONS Contributions from employees $ 3,039,550 $ 2,731,442 Contributions from employer 1,093,153 1,003,187 Transfer of assets as a result of plan merger 1,832,003 -- Dividend income--Robbins & Myers, Inc. Common Stock 63,428 47,197 Dividends and interest 2,778,948 1,725,540 --------------------------- Total additions 8,807,082 5,507,366 DEDUCTIONS Withdrawals 1,615,333 2,448,177 Unrealized and realized appreciation in fair value of investments 6,332,521 4,557,238 --------------------------- Net additions 13,524,270 7,616,427 Assets available for plan benefits at beginning of year 31,315,795 23,699,368 --------------------------- Assets available for plan benefits at end of year $44,840,065 $31,315,795 ===========================
See accompanying notes. 3 6 Robbins & Myers, Inc. Employee Savings Plan 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 Trust are valued at their contract value which approximate fair value. Cash and cash equivalents are stated at an amount whose cost approximates market. 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 (depreciation) on securities represents the difference between the current value and the cost of the investment and is reflected in the statements of changes in assets available for plan benefits as a part of unrealized and realized appreciation (depreciation) in fair value of investments. 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. 4 7 Robbins & Myers, Inc. Employee Savings Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF PLAN The Plan is a defined contribution plan which covers salaried employees of Robbins & Myers, Inc. (the Company) and its U.S. subsidiaries. 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 a minimum of 40 percent of an employee's annual contribution and may elect to make up to an additional 20 percent contribution at year-end. Only the first 6 percent of an employee's annual compensation is eligible for the employer's match. 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%
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. Employee Savings Plan Notes to Financial Statements (continued) 3. 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 $12,729,103 $7,031,401 Vanguard Wellington Fund 4,632,182 3,701,946 Vanguard Windsor Fund 9,444,758 7,393,496 Vanguard Windsor II 2,290,683 2,024,951 Vanguard U.S. Growth Fund 2,279,650 1,674,801 Vanguard Investment Contract Trust 5,260,914 5,492,180
6 9 Robbins & Myers, Inc. Employees Savings Plan Notes to Financial Statements (continued) 4. INVESTMENT FUND ACTIVITY The Plan provides that participants may direct their contributions and the Company's contributions to various types of investment funds. The changes in assets available for plan benefits of the various funds for the year ended December 31, 1997 are summarized in the following tables:
YEAR ENDED DECEMBER 31, 1997 ----------------------------------------------------------- ROBBINS & CASH AND MYERS, INC. VANGUARD VANGUARD CASH COMMON WELLINGTON WINDSOR EQUIVALENTS STOCK FUND FUND ----------------------------------------------------------- ADDITIONS Contributions from employees $ -- $ 640,405 $ 538,788 $ 828,381 Contributions from employer -- 1,093,153 -- -- Transfer of assets as a result of plan merger 1,832,003 -- -- -- Dividend income-- Robbins & Myers, Inc. Common Stock -- 63,428 -- -- Dividends and interest -- -- 395,231 1,503,847 Transfers in -- -- -- 52,465 ----------- ----------- ----------- ----------- Total additions 1,832,003 1,796,986 934,019 2,384,693 DEDUCTIONS Withdrawals -- 512,277 330,343 471,363 Transfers out -- 65,635 144,786 -- ----------- ----------- ----------- ----------- Total deductions -- 577,912 475,129 471,363 Unrealized and realized appreciation in fair value of investments -- 4,499,268 473,775 149,887 ----------- ----------- ----------- ----------- Net additions 1,832,003 5,718,342 932,665 2,063,217 Assets available for plan benefits at beginning of year -- 7,450,195 3,733,578 7,445,493 ----------- ----------- ----------- ----------- Assets available for plan benefits at end of year $ 1,832,003 $13,168,537 $ 4,666,243 $ 9,508,710 =========== =========== =========== =========== YEAR ENDED DECEMBER 31, 1997 ----------------------------------------------------------- VANGUARD VMMR INDEX SMALL VANGUARD PRIME CAPITALIZATION VANGUARD INDEX 500 PORTFOLIO PORTFOLIO WINDSOR II PORTFOLIO ----------------------------------------------------------- ADDITIONS Contributions from employees $ 24,035 $ 175,298 $ 23 $ 426,935 Contributions from employer -- -- -- -- Transfer of assets as a result of plan merger -- -- -- -- Dividend income-- Robbins & Myers, Inc. Common Stock -- -- -- -- Dividends and interest 32,531 81,536 211,819 31,235 Transfers in -- 20,875 -- 440,208 ----------- ----------- ----------- ----------- Total additions 56,566 277,709 211,842 898,378 DEDUCTIONS Withdrawals 78,508 62,327 240,232 144,209 Transfers out 36,420 -- 100,953 -- ----------- ----------- ----------- ----------- Total deductions 114,928 62,327 341,185 144,209 Unrealized and realized appreciation in fair value of investments -- 182,554 395,057 278,800 ----------- ----------- ----------- ----------- Net additions (58,362) 397,936 265,714 1,032,969 Assets available for plan benefits at beginning of year 661,153 1,072,891 2,024,969 671,313 ----------- ----------- ----------- ----------- Assets available for plan benefits at end of year $ 602,791 $ 1,470,827 $ 2,290,683 $ 1,704,282 =========== =========== =========== ===========
7 10 Robbins & Myers, Inc. Employees Savings Plan Notes to Financial Statements (continued) 4. INVESTMENT FUND ACTIVITY (CONTINUED)
YEAR ENDED DECEMBER 31, 1997 ----------------------------------------------------------------------------------- VANGUARD VANGUARD INVESTMENT VANGUARD INTERNATIONAL VBIF CONTRACT U.S. GROWTH GROWTH TOTAL BOND PARTICIPANT TRUST FUND PORTFOLIO MARKET LOANS TOTAL ----------------------------------------------------------------------------------- ADDITIONS Contributions from employees $ 270,859 $ 315,201 $ 140,191 $ 90,410 $ (410,976) $ 3,039,550 Contributions from employer -- -- -- -- -- 1,093,153 Transfer of assets as a result of plan merger -- -- -- -- -- 1,832,003 Dividend income-- Robbins & Myers, Inc. Common Stock -- -- -- -- -- 63,428 Dividends and interest 318,102 88,713 18,656 13,614 83,664 2,778,948 Transfers in -- -- 37,518 155,063 -- 706,129 ----------- ----------- ----------- ----------- ----------- ----------- Total additions 588,961 403,914 196,365 259,087 (327,312) 9,513,211 DEDUCTIONS Withdrawals 504,889 113,165 33,394 24,097 (899,471) 1,615,333 Transfers out 314,348 43,987 -- -- -- 706,129 ----------- ----------- ----------- ----------- ----------- ----------- Total deductions 819,237 157,152 33,394 24,097 (899,471) 2,321,462 Unrealized and realized appreciation in fair value of investments -- 358,854 (11,964) 6,290 -- 6,332,521 ----------- ----------- ----------- ----------- ----------- ----------- Net (deductions) additions (230,276) 605,616 151,007 241,280 572,159 13,524,270 Assets available for plan benefits at beginning of year 5,506,608 1,693,938 292,773 147,772 615,112 31,315,795 ----------- ----------- ----------- ----------- ----------- ----------- Assets available for plan benefits at end of year $ 5,276,332 $ 2,299,554 $ 443,780 $ 389,052 $ 1,187,271 $44,840,065 =========== =========== =========== =========== =========== ===========
8 11 Robbins & Myers, Inc. Employees Savings Plan Notes to Financial Statements (continued) 4. INVESTMENT FUND ACTIVITY (CONTINUED)
YEAR ENDED DECEMBER 31, 1996 -------------------------------------------------------------------------------------------- ROBBINS & VANGUARD MYERS, INC. VANGUARD VANGUARD VMMR INDEX SMALL VANGUARD COMMON WELLINGTON WINDSOR PRIME CAPITALIZATION VANGUARD INDEX 500 STOCK FUND FUND PORTFOLIO PORTFOLIO WINDSOR II PORTFOLIO -------------------------------------------------------------------------------------------- ADDITIONS Contributions from employees $ 311,570 $ 525,623 $ 752,583 $ 138 $ 148,346 $ 36,781 $ 331,244 Contributions from employer 1,003,187 -- -- -- -- -- -- Transfer of assets as a result of plan merger -- -- -- -- -- -- -- Dividend income-- Robbins & Myers, Inc. Common Stock 47,197 -- -- -- -- -- -- Dividends and interest -- 285,417 706,247 34,770 85,222 144,984 10,986 Transfers in 103,735 -- -- -- -- -- 253,482 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total additions 1,465,689 811,040 1,458,830 34,908 233,568 181,765 595,712 DEDUCTIONS Withdrawals 396,279 372,753 527,439 100,390 73,183 218,832 13,657 Administrative expenses -- -- -- -- 2,781 -- -- Transfers out -- 131,053 682,489 103,862 56,261 213,631 -- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total deductions 396,279 503,806 1,209,928 204,252 132,225 432,463 13,657 Unrealized and realized appreciation in fair value of investments 2,830,485 223,059 831,691 -- 75,738 298,567 61,609 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net additions 3,899,895 530,293 1,080,593 (169,344) 177,081 47,869 643,664 Assets available for plan benefits at beginning of year 3,550,300 3,203,285 6,364,900 830,497 895,810 1,977,100 27,649 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Assets available for plan benefits at end of year $7,450,195 $3,733,578 $7,445,493 $ 661,153 $1,072,891 $2,024,969 $ 671,313 ========== ========== ========== ========== ========== ========== ==========
9 12 Robbins & Myers, Inc. Employees Savings Plan Notes to Financial Statements (continued) 4. INVESTMENT FUND ACTIVITY (CONTINUED)
YEAR ENDED DECEMBER 31, 1996 ------------------------------------------------------ VANGUARD VANGUARD INVESTMENT VANGUARD INTERNATIONAL VBIF CONTRACT U.S. GROWTH GROWTH TOTAL BOND TRUST FUND PORTFOLIO MARKET ------------------------------------------------------- ADDITIONS Contributions from employees $ 191,938 $ 194,884 $ 145,553 $ 92,782 Contributions from employer -- -- -- -- Transfer of assets as a result of plan merger -- -- -- -- Dividend income-- Robbins & Myers, Inc. Common Stock -- -- -- -- Dividends and interest 219,993 124,779 12,275 4,662 Transfers in 2,477,019 -- 133,430 46,422 ----------- ----------- ----------- ----------- Total additions 2,888,950 319,663 291,258 143,866 DEDUCTIONS Withdrawals 324,937 228,091 13,406 2,485 Administrative expenses -- -- -- -- Transfers out -- 138,323 -- -- ----------- ----------- ----------- ----------- Total deductions 324,937 366,414 13,406 2,485 Unrealized and realized appreciation in fair value of investments -- 226,943 8,461 685 ----------- ----------- ----------- ----------- Net (deductions) additions 2,564,013 180,192 286,313 142,066 Assets available for plan benefits at beginning of year 2,942,595 1,513,746 6,460 5,706 ----------- ----------- ----------- ----------- Assets available for plan benefits at end of year $ 5,506,608 $ 1,693,938 $ 292,773 $ 147,772 =========== =========== =========== =========== YEAR ENDED DECEMBER 31, 1996 ------------------------------------------ T. ROWE PRICE STABLE VALUE PARTICIPANT FUND LOANS TOTAL ------------------------------------------ ADDITIONS Contributions from employees $ -- $ -- $ 2,731,442 Contributions from employer -- -- 1,003,187 Transfer of assets as a result of plan merger -- -- Dividend income-- Robbins & Myers, Inc. Common Stock -- -- 47,197 Dividends and interest 50,070 46,135 1,725,540 Transfers in -- 483,890 3,497,978 --------- --------- --------- Total additions 50,070 530,025 9,005,344 DEDUCTIONS Withdrawals 166,467 7,477 2,445,396 Administrative expenses -- -- 2,781 Transfers out 1,884,047 288,312 3,497,978 --------- --------- --------- Total deductions 2,050,514 295,789 5,946,155 Unrealized and realized appreciation in fair value of investments -- -- 4,557,238 --------- --------- --------- Net (deductions) additions (2,000,444) 234,236 7,616,427 Assets available for plan benefits at beginning of year 2,000,444 380,876 23,699,368 --------- --------- ---------- Assets available for plan benefits at end of year $ -- $ 615,112 $31,315,795 ========= ========== ===========
10 13 Robbins & Myers, Inc. Employee Savings Plan Notes to Financial Statements (continued) 5. INCOME TAX STATUS The Internal Revenue Service ruled on November 4, 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. TRANSACTIONS WITH PARTIES-IN-INTEREST As of December 31, 1997, the Plan held 321,199 shares of Robbins & Myers, Inc. common stock in a company stock fund. During 1997, approximately 105,000 shares were purchased at a cost of $3,418,924. 7. CORRECTION OF AN ERROR Management has restated previously issued financial statements as of and for the year ended December 31, 1997. The restatement reflects the correction of an error as a result of assets associated with the Process Supply, Inc. Profit Sharing Plan that was merged into the Plan as of December 31, 1997 being omitted. The result is an increase to cash and cash equivalents of $1,832,003 and an increase in transfer of assets as a result of plan merger of $1,832,003. 8. 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. 11 14 Supplemental Schedules 15 Robbins & Myers, Inc. Employee Savings Plan Line 27a - Schedule of Assets Held for Investment Purposes EIN 31-0424220-011 December 31, 1997
SHARES/ CURRENT DESCRIPTION OF INVESTMENT UNITS COST VALUE - --------------------------------------------------------------------------------- Cash and cash equivalents 1,832,003 $ 1,832,003 $ 1,832,003 Robbins & Myers, Inc. Common Stock 321,199 6,576,436 12,729,103 Vanguard Wellington Fund 157,290 3,714,251 4,632,182 Vanguard Windsor Fund 556,228 8,755,332 9,444,758 VMMR Prime Portfolio 578,929 578,929 578,929 Vanguard Index Small Capitalization Portfolio 61,885 1,179,325 1,469,757 Vanguard Windsor II 80,038 1,535,268 2,290,683 Vanguard Index 500 Portfolio 18,787 1,422,490 1,692,100 Vanguard U.S. Growth Fund 79,430 1,783,248 2,279,650 VBIF Total Bond Market Fund 38,012 377,420 383,537 Vanguard Investment Contract Trust 5,260,914 5,260,914 5,260,914 Vanguard International Growth Portfolio 26,547 443,067 435,105 ------------------------- $33,458,683 $43,028,721 =========================
12 16 Robbins & Myers, Inc. Employee Savings Plan Line 27d - Schedule of Reportable Transactions EIN 31-0424220-011 Year ended December 31, 1997
DESCRIPTION NUMBER NUMBER NET IDENTITY OF OF OF PURCHASE OF SELLING HISTORICAL CURRENT 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 113 $3,418,924 -- $ -- $ -- $3,418,924 $ -- Robbins & Myers, Inc. Common Stock Shares -- -- 135 2,217,106 1,500,227 2,217,106 716,879 Vanguard Windsor Participating Fund Units 80 3,468,069 -- -- -- 3,468,069 -- Vanguard Windsor Participating Fund Units -- -- 109 1,566,694 1,392,660 1,566,694 174,033 Vanguard Investment Participating Contract Trust Units 86 1,073,042 -- -- -- 1,073,042 -- Vanguard Investment Participating Contract Trust Units -- -- 95 1,304,308 1,304,308 1,304,308 -- Vanguard Index 500 Participating Portfolio Units 88 1,371,439 -- -- -- 1,371,439 -- Vanguard Index 500 Participating Portfolio Units -- -- 69 607,407 539,216 607,407 68,191
There were no category (i), (ii), or (iv) reportable transactions for the year. 13 -----END PRIVACY-ENHANCED MESSAGE-----