1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- -
ACT OF 1934
For the Quarterly Period Ended FEBRUARY 28, 1999 Commission File Number 0-288
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ROBBINS & MYERS, INC.
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(Exact name of registrant as specified in its charter)
OHIO 31-0424220
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 KETTERING TOWER, DAYTON, OHIO 45423
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(Address of Principal executive offices) (Zip Code)
Registrant's telephone number including area code (937) 222-2610
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NONE
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Former name, former address and former fiscal year if changed since last report
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
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COMMON SHARES, WITHOUT PAR VALUE, OUTSTANDING AS OF FEBRUARY 28, 1999:
10,920,522
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ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEET
($ in thousands)
February 28, August 31,
1999 1998
-------------- -----------
ASSETS (Unaudited)
Current Assets:
Cash and cash equivalents $ 8,240 $ 6,822
Accounts receivable 65,590 72,266
Inventories:
Finished products 19,850 22,785
Work in process 14,079 14,883
Raw materials 24,586 24,226
--------- ---------
58,515 61,894
Other current assets 9,594 4,669
Deferred taxes 9,627 6,966
--------- ---------
Total Current Assets 151,566 152,617
Goodwill, net 199,644 202,153
Other Intangible Assets, net 18,845 18,959
Other Assets 4,814 4,958
Property, Plant and Equipment 187,635 186,330
Less accumulated depreciation 71,129 64,009
--------- ---------
116,506 122,321
--------- ---------
$ 491,375 $ 501,008
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 23,656 $ 31,051
Accrued expenses 55,513 52,603
Current portion of long-term debt 3,844 4,139
--------- ---------
Total Current Liabilities 83,013 87,793
Long-term Debt--Less Current Portion 198,251 202,103
Deferred Taxes 2,718 2,878
Other Long-Term Liabilities 58,386 57,471
Shareholders' Equity:
Common stock 27,912 30,863
Retained earnings 125,122 122,580
Accumulated other comprehensive income (loss) (4,027) (2,680)
--------- ---------
149,007 150,763
--------- ---------
$ 491,375 $ 501,008
========= =========
See Notes to Consolidated Condensed Financial Statements
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ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED INCOME STATEMENT
(In thousands except per share data)
(Unaudited)
Three Months Ended Six Months Ended
February 28, February 28,
------------------------------ ------------------------------
1999 1998 1999 1998
------------ -------------- ------------- ------------
Net sales $ 94,876 $ 108,372 $ 193,142 $ 212,530
Cost of sales 63,193 68,797 127,957 134,477
--------- --------- --------- ---------
Gross profit 31,683 39,575 65,185 78,053
Operating expenses 23,204 24,407 47,454 48,733
Other expense(income) 4,708 (516) 4,285 (988)
--------- --------- --------- ---------
Operating income 3,771 15,684 13,446 30,308
Interest expense 3,614 3,664 7,154 5,882
--------- --------- --------- ---------
Income before income tax and minority interest 157 12,020 6,292 24,426
Income tax expense 54 4,086 2,140 8,304
Minority interest, net of income tax 405 -- 405 --
--------- --------- --------- ---------
Net income(loss) $ (302) $ 7,934 $ 3,747 $ 16,122
========= ========= ========= =========
Net income(loss) per share:
Basic $ (0.03) $ 0.72 $ 0.34 $ 1.47
========= ========= ========= =========
Diluted $ (0.03) $ 0.61 $ 0.34 $ 1.24
========= ========= ========= =========
Dividends per share:
Declared $ 0.055 $ 0.055 $ 0.110 $ 0.105
========= ========= ========= =========
Paid $ 0.055 $ 0.055 $ 0.110 $ 0.105
========= ========= ========= =========
See Notes to Consolidated Condensed Financial Statements
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ROBBINS & MYERS, INC AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
February 28,
---------------------------------
1999 1998
------------- ------------
Operating Activities:
Net income $ 3,747 $ 16,122
Adjustment required to reconcile net income to net cash and
cash equivalents provided by operating activities:
Depreciation 8,693 7,426
Amortization 3,890 3,732
Changes in operating assets and liabilities:
Accounts receivable 5,773 (4,274)
Inventories 2,494 933
Accounts payable (7,092) (4,989)
Accrued expenses and other 3,109 (7,204)
--------- ---------
Net Cash and Cash Equivalents Provided by Operating Activities 20,614 11,746
Investing Activities:
Acquisition of Flow Control Equipment, Inc. and Technoglass S.p.A -- (111,844)
Capital expenditures, net of nominal disposals (5,040) (9,088)
Loan to Universal Process Equipment (6,429) --
--------- ---------
Net Cash and Cash Equivalents Used by Investing Activities (11,469) (120,932)
Financing Activities:
Proceeds from debt borrowings 16,776 142,171
Payments of long-term debt (20,472) (29,558)
Proceeds from sale of common stock 618 1,613
Purchase of common stock (3,442) (784)
Dividends paid (1,207) (1,160)
Other -- (1,333)
--------- ---------
Net Cash and Cash Equivalents (Used) Provided by Financing Activities (7,727) 110,949
--------- ---------
Increase in Cash and Cash Equivalents 1,418 1,763
Cash and Cash Equivalents at Beginning of Period 6,822 10,304
--------- ---------
Cash and Cash Equivalents at End of Period $ 8,240 $ 12,067
========= =========
See Notes to Consolidated Condensed Financial Statements
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ROBBINS & MYERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
February 28, 1999
(Unaudited)
NOTE A--PREPARATION OF FINANCIAL STATEMENTS
In the opinion of management, the accompanying unaudited consolidated condensed
financial statements of Robbins & Myers, Inc. and subsidiaries ("Company")
contain all adjustments, consisting of normally recurring items, necessary to
present fairly the financial condition of the Company and its subsidiaries as of
February 28, 1999, and August 31, 1998, the results of their operations for the
three and six month periods ended February 28, 1999, and February 28, 1998, and
their cash flows for the six month periods ended February 28, 1999, and February
28, 1998. All intercompany transactions have been eliminated.
NOTE B--ACQUISITIONS
On December 1, 1998, the Company amended the Universal Glasteel Equipment
("UGE") partnership agreement with Universal Process Equipment, Inc. ("UPE").
The amendments result in control of UGE by the Company. Therefore, as of
December 1, 1999, the Company began consolidating UGE into its financial
statements and recording a minority interest for UPE's share of UGE. The
Company's interest in UGE was previously recorded under the equity method. The
Company's ownership share of UGE did not change as a result of the amendments.
On December 5, 1997, the Company acquired all of the outstanding capital stock
of Technoglass S.p.A. ("Technoglass") for $8,058,000 in cash and notes.
Technoglass supplies glass-lined storage and reactor vessels and related
equipment and is located near Venice, Italy.
On December 19, 1997, the Company acquired all of the outstanding capital stock
of Flow Control Equipment Inc. ("FCE") for $109,300,000 in cash (or
approximately $106,030,000 after application of available FCE cash) at closing.
FCE supplies a broad line of products for use in artificial lift applications in
the oil and gas exploration, production and pipeline markets, including rod
guides, wellhead equipment and valves. FCE also supplies closures and valves for
gas transmission and distribution applications.
Following are the unaudited summary pro-forma consolidated results of operations
of the Company for the six month period ended February 28, 1998, assuming the
acquisition of FCE had occurred at the beginning of fiscal year 1998.
Adjustments have been made to the historical financial information in preparing
the pro-forma data. These are primarily amortization and depreciation relating
to the purchase price allocation, interest cost related to financing the
transaction and adjustments to the corporate cost allocations from FCE's former
parent.
(In thousands, except per share amounts)
----------------------------------------
Net sales $231,182
Net income 16,866
Basic income per share 1.53
Diluted income per share 1.30
NOTE C--OTHER CURRENT ASSETS
On September 15, 1998, the Company loaned $6,429,000 to UPE, the Company's
partner in its UGE partnership. The funds were being used by UPE to pursue
potential additional ventures between UPE and the Company. The loan is due to be
repaid by UPE by August 31, 1999.
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NOTE D--LONG-TERM DEBT
At February 28, 1999, the Company's debt consisted of the following:
(In thousands)
-----------------
Senior debt:
Revolving credit loan $ 28,106
Senior Notes 100,000
Other 5,679
6.50% Convertible Subordinated Notes 65,000
Other subordinated debt 3,310
--------
Total debt 202,095
Less current portion 3,844
--------
$198,251
========
The Company's Bank Credit Agreement ("Agreement"), amended January 8,1999,
provides, among other things, that the Company may borrow on a revolving credit
basis up to a maximum of $200,000,000. All outstanding amounts under the
Agreement are due and payable on November 25, 2002. Interest is variable based
upon formulas tied to LIBOR or prime, at the Company's option, and is payable at
least quarterly. At February 28, 1999, the weighted average interest rate for
all amounts outstanding was 3.57%. Except for guarantees by the Company's U.S.
subsidiaries, the pledge of the stock of the Company's U.S. subsidiaries and the
pledge of the stock of certain non-U.S. subsidiaries, indebtedness under the
Agreement is unsecured. Certain restrictive covenants exist including
limitations on cash dividends and capital expenditures and minimum requirements
for interest coverage and leverage ratios.
The $100,000,000 Senior Notes were issued in two series, Series A in the
principal amount of $70,000,000 has an interest rate of 6.76% and are due May 1,
2008 and Series B in the principal amount of $30,000,000 has an interest rate
6.84% and are due May 1, 2010.
The Company has $65,000,000 of 6.50% Convertible Subordinated Notes Due 2003
("Subordinated Notes"). The Subordinated Notes are due on September 1, 2003, and
bear interest at 6.50%, payable semi-annually on March 1 and September 1 and are
convertible into common stock at a rate of $27.25 per share. Holders may convert
at any time until maturity and the Company may call for redemption at any time
on or after September 1, 1999, at a price ranging from 103.25% in 1999 to 100%
in 2001 and thereafter. The Subordinated Notes are subordinated to all other
indebtedness of the Company.
NOTE E--INCOME TAXES
The estimated annual effective tax rates were 34% for both the periods of fiscal
1999 and fiscal 1998, respectively.
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NOTE F--OTHER EXPENSE(INCOME) AND OTHER CHARGES Other expense(income) is as
follows:
Three Months Ended Six Months Ended
February 28, February 28,
------------------------ -------------------------
1999 1998 1999 1998
--------- --------- --------- ---------
(In thousands)
Plant closure and relocation costs $ 4,200 $ -- $ 4,200 $ --
Other termination costs 400 -- 400 --
Equity income (103) (478) (454) (967)
Other expense(income) 211 (38) 139 (21)
------- ------- ------- -------
$ 4,708 $ (516) $ 4,285 $ (988)
======= ======= ======= =======
In response to the recent downturn in the Company's Energy Systems product
platform the Company has analyzed its capacity requirements for these products.
As a result, on February 10, 1999, the Company recorded a charge of $4,200,000
for the closure and relocation of the Company's Fairfield, California,
manufacturing operations. The facility currently manufactures power sections and
down-hole pumps. Production will be transferred to the Company's manufacturing
facility near Houston, Texas, which currently manufactures similar products. The
closure and relocation will consolidate all power section and down-hole pump
manufacturing into one facility. The transfer of manufacturing is expected to be
completed by December 31, 1999, and the Fairfield facility and certain machinery
and equipment will then be sold. It is expected that the sale of the facility
will be completed by December 31, 2003. The assets to be sold have been written
down to their estimated net realizable value upon sale. The $4,200,000 charge is
composed of the following:
(In thousands)
-----------------
Asset write-downs:
Land and building to be sold, $800 estimated net realizable value $ 600
Machinery and equipment to be scrapped, $200 estimated net realizable value 800
Holding costs of land and building until sold 400
Environmental costs related to closure of facility 1,300
Employee related costs:
Severance, 50 Fairfield employees 300
Pay to stay costs and other employee costs 500
Other 300
------
$4,200
======
The Company expects to incur additional expenses of approximately $1,500,000
over the next three fiscal quarters. These costs are for employee transfers,
equipment relocation and training of new employees at the Texas facility.
The Company has also recorded other one-time termination costs of $400,000 in
the second quarter of fiscal 1999, unrelated to the closure of the Fairfield
facility.
Also, as a result of decreased demand for the Company's down-hole pump products
for heavy oil applications in western Canada, the Company has excess down-hole
pump inventory in Canada. Therefore, a write-down of $400,000 for this inventory
has been recorded in cost of sales in the second quarter of fiscal 1999.
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NOTE G--NET INCOME PER SHARE
The following table sets forth the computation of basic and diluted net income
per share:
Three Months Ended Six Months Ended
February 28, February 28,
-------------------------- -------------------------
1999 1998 1999 1998
-------- -------- -------- --------
(In thousands, except per share amounts)
Numerator:
Basic:
Net income(loss) $ (302) $ 7,934 $3,747 $16,122
Effect of dilutive securities:
Convertible debt interest * 635 * 1,270
------ ------- ------ -------
Income(loss) attributable to diluted shares $ (302) $ 8,569 $3,747 $17,392
====== ======= ====== =======
Denominator:
Basic:
Weighted average shares 10,914 11,025 10,925 10,995
Effect of dilutive securities:
Convertible debt * 2,385 * 2,385
Dilutive options and restricted shares * 575 238 596
------ ------- ------ -------
Diluted shares 10,914 13,985 11,163 13,976
====== ======= ====== =======
Basic net income(loss) per share $(0.03) $ 0.72 $ 0.34 $ 1.47
====== ======= ====== =======
Diluted net income(loss) per share $(0.03) $ 0.61 $ 0.34 $ 1.24
====== ======= ====== =======
* --Effect is antidilutive, therefore excluded from computation
NOTE H--COMPREHENSIVE INCOME
As of September 1, 1998, the Company adopted Financial Accounting Standard No.
130, Reporting Comprehensive Income. This Statement establishes guidelines for
reporting comprehensive income and its components; however, the adoption of this
Statement has no impact on the Company's net income or shareholders' equity. The
Statement requires that the Company's equity adjustments for foreign currency
translation and its minimum pension liability to be reported in comprehensive
income. Prior year amounts have been reclassified to conform with the Statement.
The components of comprehensive income(loss) are as follows:
Three Months Ended Six Months Ended
February 28, February 28,
-------------------------- --------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
(In thousands)
Net income(loss) $(302) $7,934 $3,747 $16,122
Other comprehensive income:
Foreign currency translation (168) (372) (1,347) 1,341
----------- ----------- ----------- -----------
Comprehensive income(loss) $(470) $7,562 $2,400 $17,463
=========== =========== =========== ===========
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NOTE I--NEW ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued Statement No. 131,
Disclosures about Segments of an Enterprise and Related Information and in
February 1998 Statement No. 132, Employers' Disclosures about Pensions and Other
Postretirement Benefits. These statements will not be required to be adopted by
the Company until the end of fiscal year 1999. The Company has not yet
determined the impact of these statements on the financial statements of the
Company.
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PART I--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The following table presents the components of the Company's income statement
and certain supplementary data as a percent of net sales for the three month and
six month periods of fiscal 1999 and 1998.
Three Months Ended Six Months Ended
February 28, February 28,
------------------------------- ---------------------------
1999 1998 1999 1998
-------- ------- -------- -------
Net Sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales 66.6 63.5 66.3 63.3
------- -------- -------- --------
Gross profit 33.4 36.5 33.7 36.7
Operating expenses 24.5 22.5 24.6 22.9
Other expense(income) 5.0 (0.5) 2.2 (0.5)
------- -------- -------- --------
Operating income 3.9 14.5 6.9 14.3
Interest expense 3.8 3.4 3.7 2.8
------- -------- -------- --------
Income before income tax and
minority interest 0.1 11.1 3.2 11.5
Income tax expense -- 3.8 1.1 3.9
Minority interest, net of income tax 0.4 -- .2 --
------- -------- -------- --------
Net income(loss) (0.3) % 7.3 % 1.9 % 7.6 %
======= ======== ======== ========
Operating income without
one-time costs 9.2 % 14.5 % 9.6 % 14.3 %
======= ======== ======== ========
Operating income without
one-time costs and amortization 11.4 % 16.2 % 11.6 % 16.0 %
======= ======== ======== ========
In December 1998 the Company's Universal Glasteel Equipment ("UGE") partnership
agreement with Universal Process Equipment, Inc. ("UPE") was amended. The
amendments resulted in control of UGE by the Company. Therefore, as of December
1, 1998, the Company began consolidating UGE into its financial statements and
recording a minority interest for UPE's share of UGE. The Company's interest in
UGE was previously recorded under the equity method and equity income was
included in other expense (income). In December 1997 the Company purchased
Technoglass S.p.A. and Flow Control Equipment, Inc. The operations of these
businesses ("Acquired Businesses") are included only for the periods from their
respective dates of acquisition. The effect of the consolidation of UGE and the
Acquired Businesses impact the comparisons between fiscal 1999 and 1998.
Net sales for the second quarter of fiscal 1999 were $94.9 million compared to
$108.4 million, a decrease of $13.5 million or 12.5% from the same period of the
prior year. Year to date sales of $193.1 million decreased $19.4 million or 9.1%
from the same period of the prior year. The decreases in pro-forma sales from
the same period of the prior year, assuming UGE was consolidated in fiscal 1998
and the Acquired Businesses were acquired at the beginning of fiscal 1998, were
$19.2 million or 16.8% for the quarter and $43.6 million or 18.4% year to date.
The decreases in sales were primarily driven by weak market conditions in the
Company's Energy Systems product platform as major oil service companies have
severely restricted capital expenditures due to depressed oil prices. Sales were
also down in the Company's Industrial Mixing and Reactor Systems product
platforms due to delays or reductions in large capital expenditure projects in
the pharmaceutical and specialty chemical markets. Lastly, second fiscal quarter
sales were also down slightly in the Company's Industrial Pump product platform
due to the work stoppage at the Springfield, Ohio manufacturing facility, which
began February 1, 1999 and continued through the end of the quarter. A new labor
agreement was reached on April 8, 1999, with the workforce at the Springfield
facility, ending a ten week work stoppage (See Item 5.). Backlog at February 28,
1999 was $96.0 million, $3.0 million lower than at November 30, 1998 and the
same as August 31, 1998.
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The gross margin percentage decreased from 36.5% to 33.4% for the quarter and
from 36.7% to 33.7% year to date from the prior year periods. These decreases
are due to the lower sales volumes, especially in the higher margin products in
the Energy System product platform. Also, the inventory write-down related to
heavy oil products in the Energy Systems product platform decreased gross profit
by 0.4 % for the quarter and 0.2% year to date. Operating expenses have been
reduced; however, the decrease in sales has caused operating expenses as a
percent of sales to increase to 24.5% from 22.5% for the quarter and to 24.6%
from 22.9% year to date from the prior year periods. Other expense(income)
decreased by $5.2 million for the quarter and $5.3 million year to date from the
prior year periods due to $4.6 million of plant closure and other termination
costs recorded in the second quarter of fiscal 1999. Equity income is also down
$0.5 million from the same periods of the prior year since UGE is now
consolidated.
Interest expense for the quarter is comparable to the prior year. The increase
in year to date interest expense is caused by the higher average debt levels
related to the acquisition costs of the Acquired Businesses.
The effective tax rate is 34.0% for both periods.
LIQUIDITY AND CAPITAL RESOURCES
Cash uses in the first six months of fiscal 1999 were $6.4 million for a loan to
UPE, the Company's partner in the UGE joint venture, $3.4 million to purchase
treasury stock under the Company's stock buy back program and $5.0 million for
capital expenditures. Cash generated from operations of $20.6 million funded
these cash uses and also was used to reduce debt by $3.7 million.
Cash uses in the first six months of fiscal 1998 were $113.0 million for the
acquisitions of Technoglass and FCE and $9.1 million for capital expenditures.
The cash uses were primarily funded by borrowings under the Company's Bank
Credit Agreement and funds provided by operations.
The Company expects operating cash flow to be adequate for the remainder of
fiscal year 1999's operating needs, scheduled debt service, shareholder
dividends and other requirements. The major cash requirement for the remainder
of fiscal 1999 is planned capital expenditures of approximately $8.0 million.
Capital expenditures are related to additional production capacity, cost
reductions and replacement items.
In addition, the Company and its U.S. defined benefit pension plan Master Trust
("Master Trust") started a twelve month program in July 1998 to purchase up to
5% of the Company's outstanding shares, or about 550,000 shares. As of February
28, 1998, the Company has purchased 251,000 shares for $6.2 million and the
Master Trust has purchased 168,000 shares for $4.3 million. The repurchased
shares will be available for use in connection with employee benefit plans and
acquisitions.
As of February 28, 1999 the Company has approximately $155.0 million available
borrowing capacity under its Bank Credit Agreement
MARKET RISK
In its normal operations the Company has market risk exposure to foreign
currency exchange rates and interest rates. There has been no significant change
in the Company's exposure to these risks, which has been previously disclosed.
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YEAR 2000
Certain software and hardware systems are time sensitive. Older time sensitive
systems often use a two digit dating convention ("00" rather than "2000") that
could result in system failure and disruption of operations as the Year 2000
approaches. This is referred to as the Year 2000 issue. The Year 2000 issue will
impact the Company, its suppliers, customers and other third parties that
transact business with the Company.
The Company is continuing to implement its plan to address the Year 2000 issue,
as previously disclosed. The estimated costs for resolving Year 2000 issues were
approximately $1.6 million for fiscal 1998 and an estimated $1.8 million for
fiscal 1999. Most of these costs are to replace existing software and hardware
systems. Estimates of Year 2000 costs are based on numerous assumptions; and
actual costs could be greater than estimates. Specific factors that might cause
such differences include, but are not limited to, the continuing availability of
personnel trained in this area and the ability to timely identify and correct
all relevant software and hardware systems.
The Company believes it is diligently addressing the Year 2000 issues and that
it will satisfactorily resolve significant Year 2000 issues. The Company
anticipates completing substantially all of its Year 2000 projects during fiscal
1999, with major completion milestones being targeted for the second and fourth
quarters of fiscal 1999. The milestones targeted for the second quarter were
substantially completed on time. In the event the Company falls short of these
milestones, additional internal resources will be focused on completing these
projects or implementing contingency plans.
FORWARD-LOOKING STATEMENTS
In addition to historical information, this Report contains various
forward-looking statements and performance trends which are subject to certain
risks and uncertainties that could cause actual results to differ materially
from these statements and trends. Such factors include, but are not limited to,
a significant decline in capital expenditure levels in the Company's served
markets, a major decline in oil and gas prices, foreign exchange rate
fluctuations, uncertainties surrounding the Year 2000 issues and the new Euro
currency, continued availability of acceptable acquisition candidates and
general economic conditions that can affect the demand in the process
industries. Any forward-looking statements are made based on known events and
circumstances at the time. The Company undertakes no obligation to update or
publicly revise these forward-looking statements to reflect events or
circumstances that arise after the date of this report.
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PART II--OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a) The annual meeting of Shareholders of Robbins &
Myers, Inc., ("Company") was held on December 9,
1998.
b) The Company's Board of Directors is divided into two
classes, with one class of directors elected at each
annual meeting of shareholders. At the Annual Meeting
on December 9, 1998, the following persons were
elected directors of the Company for a term of office
expiring at the annual meeting of shareholders to be
held in 2000: Daniel W. Duval, Thomas P. Loftis and
Jerome F. Tatar. the other directors whose terms of
office continued after the Annual Meeting are Robert
J. Kegerreis, Ph.D., Maynard H. Murch IV, John N.
Taylor, Jr. and William D. Manning, Jr. Gerald L.
Connelly was appointed as a Director of the Company
on December 9, 1998.
c) At the Annual Meeting on December 9, 1998, two items
were voted on by shareholders, namely:
1) The election of directors in which, as noted
above Duval, Loftis and Tatar were elected:
Votes For Votes Withheld
--------- --------------
Daniel W. Duval 9,776,974 45,175
Thomas P. Loftis 9,774,880 47,269
Jerome F. Tatar 9,792,992 29,157
2) Appointment of Ernst & Young LLP as
independent auditors of the Company for the
fiscal year ending August 31, 1999 was
approved with 9,791,824 cast for approval
28,082 against approval and 2,243
abstentions.
ITEM 5. OTHER INFORMATION
On April 8, 1999, a labor agreement was reached between the Company and Local
902 of the United Auto Workers, ending a ten week work stoppage at the Company's
Springfield, Ohio, manufacturing facility. The Springfield facility manufactures
Industrial Pump products.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) See Index to Exhibits
b) Reports on Form 8-K. During the quarter ended
February 28, 1999, the Company filed one report on
Form 8-K dated February 10, 1999, to announce lower
earnings and a plant closing.
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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: APRIL 13, 1999 BY /s/ STEPHEN R. LEY
--------------------- -------------------------------------
STEPHEN R. LEY
VICE PRESIDENT, FINANCE & CFO
(PRINCIPAL FINANCIAL OFFICER)
DATE: APRIL 13, 1999 BY /s/ KEVIN J. BROWN
--------------------- -------------------------------------
KEVIN J. BROWN
CORPORATE CONTROLLER
(PRINCIPAL ACCOUNTING OFFICER)
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INDEX TO EXHIBITS
-----------------
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
4.1 Amended and Restated Credit Agreement dated as of January 8, 1999
among Robbins & Myers, Inc., the lenders named herein, Bank One,
N. A., as Administrative Agent and Issuing Bank, NationsBank, N.
A., as Documentation and Syndication Agent, The Bank of Nova
Scotia, as Issuing Bank and ABN Amro, N. V., as Issuing Bank *
4.2 First Amendment dated as of February 26, 1999 (this "First
Amendment") to the Amended and Restated Credit Agreement dated
January 8, 1999,... *
(10) MATERIAL CONTRACTS
10.1 Salary Continuation Agreement between Robbins & Myers, Inc., and
Gerald L. Connelly dated February 19, 1999 *
(27) FINANCIAL DATA SCHEDULE
27.1 Financial Data Schedule--3 months ended 2/28/99 *
* Filed herewith
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