1 Audited Financial Statements and Other Financial Information Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer, Edlon, and Pfaudler For the period July 1, 1994 through December 31, 1994 with Report of Independent Auditors 2 Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer, Edlon, and Pfaudler Audited Financial Statements and Other Financial Information For the period July 1, 1994 through December 31, 1994 TABLE OF CONTENTS Report of Independent Auditors.......................................................................1 Audited Financial Statements Statement of Assets Available for Plan Benefits......................................................2 Statement of Changes in Assets Available for Plan Benefits...........................................3 Notes to Financial Statements........................................................................4 Other Financial Information Schedule of Assets Held for Investment...............................................................9 Schedule of Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets......................................................................10 3 Report of Independent Auditors Corporate Benefits Committee Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer, Edlon, and Pfaudler We were engaged to audit the accompanying financial statements and schedules of the Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer, Edlon, and Pfaudler as of December 31, 1994 and for the period July 1, 1994 through December 31, 1994, as listed in the table of contents. These financial statements and schedules are the responsibility of the Plan's management. 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 summarized in Note 3, which was certified by the Vanguard Fiduciary Trust Company, 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 December 31, 1994 and for the period July 1, 1994 through 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. July 13, 1995 1 4 Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer, Edlon, and Pfaudler Statement of Assets Available for Plan Benefits December 31, 1994 ASSETS Investments at fair value: Vanguard Wellington Fund $ 2,179,563 Vanguard Windsor Fund 1,759,425 VMMR Prime Portfolio 725,665 Vanguard Index Small Capitalization Portfolio 640,083 Vanguard Windsor II 1,314,480 Investment Contract Trust 3,355,576 ------------ Total investments 9,974,792 Contributions receivable: Employer 33,287 Employee 91,828 ------------ Total receivables 125,115 ------------ Assets available for plan benefits $ 10,099,907 ============ <FN> See accompanying notes. 2 5 Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer, Edlon, and Pfaudler Statement of Changes in Assets Available for Plan Benefits For the period July 1, 1994 through December 31, 1994 ADDITIONS Contributions from employees $ 586,550 Contributions from employer 216,565 Dividends and interest 358,210 ------------ Total additions 1,161,325 DEDUCTIONS Withdrawals 495,580 Administrative expenses 615 ------------ Total deductions 496,195 Unrealized and realized depreciation in fair value of investments 572,615 ------------ Net additions 92,515 Transfer from previous plan (Note 1) 10,007,392 ------------ Assets available for plan benefits as of December 31, 1994 $ 10,099,907 ============ <FN> See accompanying notes. 3 6 Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer, Edlon, and Pfaudler Notes to Financial Statements December 31, 1994 1. DESCRIPTION OF PLAN The Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer, Edlon, and Pfaudler (the Plan) is a defined contribution plan which covers salaried employees of Chemineer, Inc., Edlon, Inc., and Pfaudler, Inc. These companies were acquired from Eagle Industries, Inc. by Robbins and Myers, Inc. (the Company) on June 30, 1994. Effective July 1, 1994, all assets and participant account balances of the Eagle Industries, Inc. Employee Savings Plan attributed to participants who were employees of Chemineer, Inc., Edlon, Inc., and Pfaudler, Inc. were transferred to the Plan. Each year, participants can make contributions of between 2 percent and 12 percent of pretax or after-tax 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. 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. 4 7 Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer, Edlon, and 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. INVESTMENT VALUATION 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. 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 depreciation on securities represents the difference between the current value and the cost of the investment and is reflected in the statement of changes in assets available for plan benefits as a part of unrealized and realized depreciation in fair value of investments. PARTICIPANTS' ACCOUNT BALANCES All contributions are allocated to the individual participant accounts as contributions are received. 5 8 Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer, Edlon, and Pfaudler Notes to Financial Statements (continued) 3. INVESTMENTS During the period, the Plan's investments (including investments bought, sold, as well as held during the period) depreciated in value as follows: PERIOD JULY 1, 1994 THROUGH NET DEPRECIATION DECEMBER 31, IN FAIR VALUE 1994 --------------------------------------------------------------------------- Vanguard Wellington Fund $ 137,685 Vanguard Windsor Fund 271,118 Vanguard Index Small Capitalization Portfolio 36,158 Vanguard Windsor II 127,654 -------------- $ 572,615 ============== 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, 1994 -------------- Vanguard Wellington Fund $ 2,179,563 Vanguard Windsor Fund 1,759,425 VMMR Prime Portfolio 725,665 Vanguard Index Small Capitalization Portfolio 640,083 Vanguard Windsor II 1,314,480 Investment Contract Trust 3,355,576 6 9 Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer, Edlon, and Pfaudler Notes to Financial Statements (continued) 7 10 Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer, Edlon, and Pfaudler Notes to Financial Statements (continued) 5. INCOME TAX STATUS The Plan administrator will apply with the Internal Revenue Service for the Plan to qualify under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, not be 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. 6. SUBSEQUENT EVENT On April 12, 1995, the Corporate Benefits Committee authorized the merger of the Robbins & Myers, Inc. Employee Savings Plan into the Plan effective December 31, 1995. As of the date of this report, the Board of Directors had not approved the merger. 8 11 Other Financial Information 12 Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer, Edlon, and Pfaudler Schedule of Assets Held for Investment December 31, 1994 CURRENT DESCRIPTION OF INVESTMENT UNITS COST VALUE -------------------------------------------------------------------------------------------------- Vanguard Wellington Fund 112,406.537 $ 2,311,242 $2,179,563 Vanguard Windsor Fund 139,747.839 2,026,132 1,759,425 VMMR Prime Portfolio 725,664.920 725,665 725,665 Vanguard Index Small Capitalization Portfolio 42,700.675 676,147 640,083 Vanguard Windsor II 83,089.747 1,441,381 1,314,480 Investment Contract Trust 3,355,575.730 3,355,576 3,355,576 ----------------------------- $ 10,536,143 $9,974,792 ============================= 1 13 Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer, Edlon, and Pfaudler Schedule of Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets For the period July 1, 1994 through December 31, 1994 IDENTITY OF DESCRIPTION NUMBER OF PURCHASE PARTY INVOLVED OF ASSETS PURCHASES PRICE ---------------------------------------------------------------------------------------------------- CATEGORY (I)--A SINGLE TRANSACTION IN EXCESS OF 5% OF PLAN ASSETS Vanguard Wellington Fund Participating Units 1 $2,225,125 Vanguard Windsor Fund Participating Units 1 1,800,921 VMMR Prime Portfolio Participating Units 1 698,888 Vanguard Index Small Capitalization Portfolio Participating Units 1 599,575 Vanguard Windsor II Participating Units 1 1,317,873 GIC I-92 Participating Units 1 634,113 Investment Contract Trust Participating Units 1 2,730,897 CATEGORY (III)--A SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS Vanguard Wellington Fund Participating Units 8 2,870,488 Vanguard Windsor Fund Participating Units 10 2,448,907 VMMR Prime Portfolio Participating Units 20 2,112,201 Vanguard Index Small Capitalization Portfolio Participating Units 8 808,451 Vanguard Windsor II Participating Units 8 685,313 GIC I-92 Participating Units 11 1,477,945 Investment Contract Trust Participating Units 18 3,538,206 <FN> There were no reportable category (ii) or (iv) transactions for the year. 10 14 NOTE 4 Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer, Edlon, and Pfaudler Notes to Financial Statements (continued) 4. INVESTMENT FUND ACTIVITY The Plan provides that participants may direct their and the Company's contributions to various types of investment funds. The changes in net assets available for plan benefits of the various funds for the period ended December 31, 1994, which have not been audited, are summarized in the following tables: PERIOD ENDED DECEMBER 31, 1994 ----------------------------------------------------------------------------- VANGUARD VANGUARD VANGUARD VMMR INDEX SMALL WELLINGTON WINDSOR PRIME CAPITALIZATION VANGUARD FUND FUND PORTFOLIO PORTFOLIO WINDSOR II ----------------------------------------------------------------------------- Additions to net assets attributed to: Contributions from employees $ 147,292 $ 133,062 $ 41,087 $ 52,915 $ 76,742 Contributions from employer 50,895 48,323 17,715 18,994 26,526 Dividends and interest 55,358 139,393 11,293 24,223 63,899 Transfers in - 17,703 48,459 577 10,000 ----------------------------------------------------------------------------- Total additions 253,545 338,481 118,554 96,709 177,167 Deductions from net assets attributed to: Withdrawals 80,484 81,657 62,470 8,456 32,501 Administrative expenses - - - 615 - Transfers out 51,175 - 20,316 - 3,310 ----------------------------------------------------------------------------- Total deductions 131,659 81,657 82,786 9,071 35,811 Unrealized and realized depreciation in fair value of investments 137,685 271,118 - 36,158 127,654 ----------------------------------------------------------------------------- Net (deductions) additions (15,799) (14,294) 35,768 51,480 13,702 ----------------------------------------- INVESTMENT CONTRACT GIC I-92 TRUST TOTAL ----------------------------------------- Additions to net assets attributed to: Contributions from employees $ - $ 135,452 $ 586,550 Contributions from employer - 54,112 216,565 Dividends and interest 11,250 52,794 358,210 Transfers in - 596,043 672,782 ----------------------------------------- Total additions 11,250 838,401 1,834,107 Deductions from net assets attributed to: Withdrawals 48,449 181,563 495,580 Administrative expenses - - 615 Transfers out 596,914 1,067 672,782 ----------------------------------------- Total deductions 645,363 182,630 1,168,977 Unrealized and realized depreciation in fair value of investments - - 572,615 ----------------------------------------- Net (deductions) additions (634,113) 655,771 92,515 7 15 Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer, Edlon, and Pfaudler Notes to Financial Statements (continued) Transfer from previous plan (Note 1) 2,225,125 1,800,921 698,888 599,575 1,317,873 634,113 -------------------------------------------------------------------------------------- Assets available for plan benefits as of December 31, 1994 $2,209,326 $1,786,627 $734,656 $651,055 $1,331,575 $ - ====================================================================================== Transfer from previous plan (Note 1) 2,730,897 10,007,392 ----------------------------- Assets available for plan benefits as of December 31, 1994 $3,386,668 $10,099,907 ============================= 8