-----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, AyqwK3QFr5Bn1fAhyAbUZlL6jQerhXE8uo/cHXbJcuRI4RrbvW//thGX8iHgMjVC fWQ6Z3pBy9XJDZtxiiM1wQ== 0000950152-99-005643.txt : 19990630 0000950152-99-005643.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950152-99-005643 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: 99654465 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, 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, 1998 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, 1998 and 1997 (b) Statement of Changes in Assets Available for Plan Benefits - for the year ended December 31, 1998 (c) Schedule of Assets Held for Investment Purposes - December 31, 1998; (d) Schedule of Reportable Transactions for the year ended December 31, 1998 (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 28, 1999 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, 1998. 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. 333-00289) pertaining to the Robbins & Myers, Inc. Savings Plan for Union Employees of our report dated June 3, 1999, with respect to the financial statements and schedules of the Robbins & Myers, Inc. Savings Plan for Union Employees included in this Annual Report (Form 11-K) for the year ended December 31, 1998. /s/ ERNST & YOUNG LLP Dayton, Ohio June 24, 1999 EX-99.1 3 EXHIBIT 99.1 1 Exhibit 99.1 Financial Statements and Supplemental Schedules Robbins & Myers, Inc. Savings Plan for Union Employees December 31, 1998 and 1997 and for the year ended December 31, 1998 with Report of Independent Auditors 2 Robbins & Myers, Inc. Savings Plan for Union Employees Financial Statements and Supplemental Schedules December 31, 1998 and 1997 and for the year ended December 31, 1998 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 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 statements of assets available for benefits of the Robbins & Myers, Inc. Savings Plan for Union Employees as of December 31, 1998 and 1997 and related statement of changes in assets available for benefits for the year ended December 31, 1998 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 benefits of the Plan at December 31, 1998 and 1997 and the changes in its assets available for benefits for the year ended December 31, 1998, 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 purposes as of December 31, 1998 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 Fund Information in the statement of changes in assets available for benefits is presented for purposes of additional analysis rather than to present the changes in assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to 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. June 3, 1999 /s/ ERNST & YOUNG LLP 1 4 Robbins & Myers, Inc. Savings Plan for Union Employees Statements of Assets Available for Benefits
DECEMBER 31 1998 1997 ----------------------------- ASSETS Investments at fair value: Common stock: Robbins & Myers Inc. Common Stock $ 358,916 $ 309,123 Shares of registered investment companies: VMMR Prime Portfolio 345,254 301,165 Vanguard Wellington Fund 1,641,957 1,498,540 Vanguard 500 Index Fund 116,332 - Vanguard Windsor II Fund 1,756,472 1,303,333 Vanguard Index Small Capitalization Portfolio 440,518 409,628 Common/collective Trust Fund: Vanguard Retirement Savings Trust 1,441,520 1,277,980 ----------------------------- Total investments 6,100,969 5,099,769 Contributions receivable: Employee 101,534 96,749 Employer 21,713 21,131 ============================== Assets available for benefits $ 6,224,216 $ 5,217,649 ==============================
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, 1998
FUND INFORMATION ----------------------------------------------------------------------- ROBBINS & MYERS, INC. VMMR VANGUARD VANGUARD 500 COMMON PRIME WELLINGTON INDEX STOCK PORTFOLIO FUND FUND ----------------------------------------------------------------------- ADDITIONS Employee contributions $ 145,149 $ 85,891 $ 244,879 $ 6,413 Employer contributions 9,982 17,797 58,913 1,769 Dividend income - Robbins & Myers, Inc. Common Stock 2,432 - - - Dividend and interest income - 17,327 181,974 682 ----------------------------------------------------------------------- Total additions 157,563 121,015 485,766 8,864 DEDUCTIONS Benefit payments and withdrawals 21,371 53,170 281,641 39 ----------------------------------------------------------------------- Total deductions 21,371 53,170 281,641 39 Net appreciation (depreciation) in fair value of investments prior to interfund transfers (163,623) - (2,659) 5,395 Interfund transfers 80,014 (22,841) (58,198) 105,966 ----------------------------------------------------------------------- Net additions 52,583 45,004 143,268 120,186 Assets available for benefits at beginning of year 321,000 309,745 1,526,552 - ----------------------------------------------------------------------- Assets available for benefits at end of year $ 373,583 $ 354,749 $ 1,669,820 $ 120,186 =======================================================================
FUND INFORMATION ---------------------------------------------------- VANGUARD VANGUARD VANGUARD INDEX SMALL RETIREMENT WINDSOR CAPITALIZATION SAVINGS II PORTFOLIO TRUST TOTAL -------------------------------------------------------------------- ADDITIONS Employee contributions $ 333,012 $ 98,916 $ 206,540 $ 1,120,800 Employer contributions 60,502 21,229 68,114 238,306 Dividend income - Robbins & Myers, Inc. Common Stock - - - 2,432 Dividend and interest income 175,577 35,618 82,111 493,289 -------------------------------------------------------------------- Total additions 569,091 155,763 356,765 1,854,827 DEDUCTIONS Benefit payments and withdrawals 138,537 35,502 157,309 687,569 -------------------------------------------------------------------- Total deductions 138,537 35,502 157,309 687,569 Net appreciation (depreciation) in fair value of investments prior to interfund transfers 49,959 (49,763) - (160,691) Interfund transfers (26,447) (41,122) (37,372) - -------------------------------------------------------------------- Net additions 454,066 29,376 162,084 1,006,567 Assets available for benefits at beginning of year 1,334,337 421,151 1,304,864 5,217,649 -------------------------------------------------------------------- Assets available for benefits at end of year $ 1,788,403 $ 450,527 $ 1,466,948 $ 6,224,216 ====================================================================
See accompanying notes. 3 6 Robbins & Myers, Inc. Savings Plan for Union Employees Notes to Financial Statements December 31, 1998 1. DESCRIPTION OF THE PLAN The Robbins & Myers, Inc. (Plan Sponsor and 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%
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. 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. 4 7 Robbins & Myers, Inc. Savings Plan for Union Employees Notes to Financial Statements (continued) 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 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. 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. 5 8 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 assets available for benefits is as follows:
DECEMBER 31 1998 1997 ------------------------------------ Robbins & Myers, Inc. Common Stock $ 358,916 $ 309,123 VMMR Prime Portfolio 345,254 301,165 Vanguard Wellington Fund 1,641,957 1,498,540 Vanguard Windsor II Fund 1,756,472 1,303,333 Vanguard Retirement Savings Trust 1,441,520 1,277,980 Vanguard Index Small Capitalization Portfolio 440,518 409,628
Net (depreciation) appreciation in the fair value of investments in common stock and registered investment companies was ($163,623) and $2,932, respectively for the year ended December 31, 1998. 5. TRANSACTIONS WITH PARTIES-IN-INTEREST As of December 31, 1998, the Plan held 16,226 shares of Robbins & Myers, Inc. common stock in a company stock fund. During 1998, shares were purchased at a total cost of $438,671 and shares were sold at a total selling price of $225,255. 6. YEAR 2000 ISSUE (UNAUDITED) The Plan Sponsor has determined that it will be necessary to take certain steps in order to ensure that the Plan's information systems are prepared to handle year 2000 dates. The Plan Sponsor is taking a two-phase approach. The first phase addresses internal systems that must be modified or replaced to function properly. Both internal and external resources are being utilized to replace or modify existing software applications, and test the software and equipment for the year 2000 modifications. The Plan Sponsor anticipates substantially completing this phase of the project by July 1999. Costs associated with modifying software and equipment are not estimated to be significant and will be paid by the Plan Sponsor. 6 9 Robbins & Myers, Inc. Savings Plan for Union Employees Notes to Financial Statements (continued) 6. YEAR 2000 ISSUE (UNAUDITED) (CONTINUED) For the second phase of the project, Plan management established formal communication with its third-party service providers to determine that they have developed plans to address their year 2000 problems as they relate to the Plan's operations. All third-party service providers have indicated that they will be year 2000 compliant by early 1999. If modification of data processing systems of either the Plan, the Plan Sponsor, or its service providers are not completed timely, the year 2000 problem could have a material impact on the operations of the Plan. Plan management has not developed a contingency plan, because they are confident that all systems will be year 2000 ready. 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 Plan No. 012 December 31, 1998
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF CURRENT LESSOR OR SIMILAR PARTY INVESTMENT COST VALUE - ----------------------------------------------------------------------------------------------------------------- Common stock: Robbins & Myers, Inc. Common Stock 16,226 shares $ 441,563 $ 358,916 Shares of registered investment companies: VMMR Prime Portfolio* 345,254 units 345,254 345,254 Vanguard Wellington* 55,944 units 1,522,192 1,641,957 Vanguard 500 Index Fund* 1,021 units 110,939 116,332 Vanguard Windsor II Fund* 58,843 units 1,547,245 1,756,472 Vanguard Index Small Capitalization Portfolio* 20,779 units 437,898 440,518 Common/collective Trust Fund: Vanguard Retirement Savings Trust* 1,441,520 units 1,441,520 1,441,520 ------------------------------ $ 5,846,611 $ 6,100,969 ==============================
* Indicates party-in-interest to the Plan 8 12 Robbins & Myers, Inc. Savings Plan for Union Employees Line 27d - Schedule of Reportable Transactions EIN 31-0424220 Plan No. 012 For the year ended December 31, 1998
DESCRIPTION IDENTITY OF OF PURCHASE SELLING COST PARTY INVOLVED ASSET PRICE PRICE OF ASSET - --------------------------------------------------------------------------------------------------------------------------------- Category (iii)--A Series of Transactions in Excess of 5 Percent of Plan Assets Robbins & Myers, Inc. Common Stock Common stock $438,671 $ - $438,671 Robbins & Myers, Inc. Common Stock Common stock - 225,255 218,791 VMMR Prime Portfolio Shares of registered investment company 436,589 - 436,589 VMMR Prime Portfolio Shares of registered investment company - 392,500 392,500 Vanguard Wellington Fund Shares of registered investment company 534,968 - 534,968 Vanguard Wellington Fund Shares of registered investment company - 388,891 335,944 Vanguard Windsor II Fund Shares of registered investment company 759,418 - 759,418 Vanguard Windsor II Fund Shares of registered investment company - 356,239 319,861 Vanguard Index Small Capitalization Portfolio Shares of registered investment company 197,151 - 197,151 Vanguard Index Small Capitalization Portfolio Shares of registered investment company - 115,750 113,541 Vanguard Retirement Savings Trust Common/collective Trust Fund 375,236 - 375,236 Vanguard Retirement Savings Trust Common/collective Trust Fund - 211,696 211,696
CURRENT VALUE OF DESCRIPTION ASSET ON IDENTITY OF OF TRANSACTION NET GAIN PARTY INVOLVED ASSET DATE (LOSS) - ------------------------------------------------------------------------------------------------------------------------------- Category (iii)--A Series of Transactions in Excess of 5 Percent of Plan Assets Robbins & Myers, Inc. Common Stock Common stock $ 438,671 $ - Robbins & Myers, Inc. Common Stock Common stock 225,255 6,464 VMMR Prime Portfolio Shares of registered investment company 436,589 - VMMR Prime Portfolio Shares of registered investment company 392,500 - Vanguard Wellington Fund Shares of registered investment company 534,968 - Vanguard Wellington Fund Shares of registered investment company 388,891 52,947 Vanguard Windsor II Fund Shares of registered investment company 759,418 - Vanguard Windsor II Fund Shares of registered investment company 356,239 36,378 Vanguard Index Small Capitalization Portfolio Shares of registered investment company 197,151 - Vanguard Index Small Capitalization Portfolio Shares of registered investment company 115,750 2,209 Vanguard Retirement Savings Trust Common/collective Trust Fund 375,236 - Vanguard Retirement Savings Trust Common/collective Trust Fund 211,696 -
Notes: There were no category (i), (ii), or (iv) reportable transactions during the year ended December 31, 1998. Rental expense and expense incurred with transactions are not applicable. 9 -----END PRIVACY-ENHANCED MESSAGE-----