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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event reported): December 19, 1997
ROBBINS & MYERS, INC.
(Exact name of Registrant as specified in its charter)
Ohio 0-288 31-0424220
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
1400 Kettering Tower, Dayton, OH 45423
(Address of principal executive offices) (Zip code)
937-222-2610
(Registrant's telephone number including area code)
Not applicable
(Former name and former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 20, 1997, Robbins & Myers, Inc. (the "Company") and J.M. Huber
Corporation ("Seller") entered into a Stock Purchase Agreement (the
"Agreement"). A copy of the Agreement is Exhibit 2.1 to this Report.
Pursuant to the Agreement, on December 19, 1997, the Company acquired all of
the outstanding capital stock of Flow Control Equipment Inc. ("FCE") from
Seller for $108,500,000 paid to Seller in cash (or $104,000,000 after
application of available FCE cash) at the closing (the "Purchase Price"). The
Purchase Price, as provided in Section 2.4 of the Agreement, is subject to
adjustment based on the balance sheet of FCE to be prepared as of the closing
date.
FCE, with annual sales of approximately $60 million, supplies a broad line of
products for use in artificial lift applications in the oil and gas recovery
markets, including rod guides, wellhead equipment and valves. FCE also supplies
closures and valves for gas transmission and distribution applications. The
Company intends to continue to operate these businesses.
In connection with the purchase, the Company entered into an Amended and
Restated Credit Agreement, dated as of November 25, 1997 (the "Amended Credit
Agreement"), with the Lenders named in the Amended Credit Agreement, Bank One,
N.A, as Administrative Agent, and NationsBank, N.A., as Documentation and
Syndication Agent. The Amended Credit Agreement replaces the original credit
agreement entered into on November 26, 1996. The Amended Credit Agreement
provides, among other things, that the Company may borrow on a revolving credit
basis up to a maximum of $200,000,000. All outstanding loans under the
agreement are due and payable November 25, 2002. The Company borrowed an
additional $108,500,000 under the Amended Credit Agreement for the purpose of
paying the Purchase Price. At the close of business on December 31, 1997, the
Company had total borrowings of $148,000,000 under the Amended Credit
Agreement. The Amended Credit Agreement is filed as Exhibit 4.1 to this Report
and reference is made to such agreement for additional information.
There is no material relationship between the Seller and the Company or any
affiliate, director, or officer of the Company or any associate of any director
or officer of the Company.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) Financial statements of businesses acquired. The Company
intends to file as an amendment to this Report as soon as practicable, but no
later than March 6, 1998, the following audited consolidated financial
statements (which include FCE and its subsidiary FCE Flow Control Equipment,
Ltd.) and related notes thereto:
(1) Consolidated Balance Sheet of FCE at December 19, 1997;
(2) Consolidated Statement of Income of FCE for the period
January 1, 1997 to December 19, 1997; and
(3) Consolidated Statement of Cash Flow of FCE for the period
January 1, 1997 to December 19, 1997.
(B) Pro forma financial information (unaudited).
(1) Pro Forma Condensed Consolidated Balance Sheet at
November 30, 1997;
(2) Pro Forma Condensed Statement of Consolidated Operations
for the year ended August 31, 1997 and the three-month period ended
November 30, 1997; and
(3) Notes to the Pro Forma Condensed Consolidated Financial
Information.
(C) See Index to Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Robbins & Myers, Inc.
Date: January 5, 1998
By: /s/ Stephen R. Ley
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Stephen R. Ley, Vice President, Finance
and Chief Financial Officer
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INDEX TO EXHIBITS
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(2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT,
LIQUIDATION OR SUCCESSION:
2.1 Stock Purchase Agreement between J.M. Huber Corporation, as
Seller, and Robbins & Myers, Inc., as Purchaser, dated November
20, 1997.
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
INCLUDING DEBENTURES:
4.1 Amended and Restated Credit Agreement, dated as of November 25,
1997 among Robbins & Myers, Inc., the Lenders named therein,
Bank One, N.A., as Administrative Agent, and NationsBank, N.
A., as Documentation and Syndication Agent.
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