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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
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ACT OF 1934
For the Quarterly Period Ended MAY 31, 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 MAY 31, 1999:10,952,539
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ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEET
(In thousands)
May 31, August 31,
1999 1998
--------- ----------
ASSETS (Unaudited)
Current Assets:
Cash and cash equivalents $ 10,508 $ 6,822
Accounts receivable 71,024 72,266
Inventories:
Finished products 18,512 22,785
Work in process 12,709 14,883
Raw materials 24,587 24,226
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55,808 61,894
Other current assets 9,440 4,669
Deferred taxes 9,657 6,966
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Total Current Assets 156,437 152,617
Goodwill, net 197,052 202,153
Other Intangible Assets, net 18,213 18,959
Other Assets 5,158 4,958
Property, Plant and Equipment 189,532 186,330
Less accumulated depreciation 75,116 64,009
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114,416 122,321
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$ 491,276 $ 501,008
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 26,052 $ 31,051
Accrued expenses 51,360 52,603
Current portion of long-term debt 3,990 4,139
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Total Current Liabilities 81,402 87,793
Long-term Debt--Less Current Portion 195,989 202,103
Deferred Taxes 2,754 2,878
Other Long-Term Liabilities 57,040 57,471
Shareholders' Equity:
Common stock 28,081 30,863
Retained earnings 128,935 122,580
Accumulated other comprehensive (loss) (2,925) (2,680)
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154,091 150,763
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$ 491,276 $ 501,008
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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 Nine Months Ended
May 31, May 31,
--------------------- ---------------------
1999 1998 1999 1998
--------- --------- --------- ---------
Net sales $ 103,829 $ 112,708 $ 296,971 $ 325,238
Cost of sales 68,979 71,506 196,936 205,983
--------- --------- --------- ---------
Gross profit 34,850 41,202 100,035 119,255
Operating expenses 22,299 22,808 65,863 67,809
Amortization 1,984 2,114 5,874 5,846
Other expense(income) 284 (30) 4,569 (1,018)
--------- --------- --------- ---------
Income before interest and income taxes 10,283 16,310 23,729 46,618
Interest expense 3,175 4,039 10,329 9,921
--------- --------- --------- ---------
Income before income tax and minority interest 7,108 12,271 13,400 36,697
Income tax expense 2,417 4,173 4,557 12,477
Minority interest, net of income tax 275 -- 680 --
--------- --------- --------- ---------
Net income $ 4,416 $ 8,098 $ 8,163 $ 24,220
========= ========= ========= =========
Net income per share:
Basic $ 0.40 $ 0.73 $ 0.75 $ 2.20
========= ========= ========= =========
Diluted $ 0.37 $ 0.63 $ 0.74 $ 1.88
========= ========= ========= =========
Dividends per share:
Declared $ 0.055 $ 0.055 $ 0.165 $ 0.160
========= ========= ========= =========
Paid $ 0.055 $ 0.055 $ 0.165 $ 0.160
========= ========= ========= =========
See Notes to Consolidated Condensed Financial Statements
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ROBBINS & MYERS, INC AND SUBSIDIARIES
CONSOLIDATED CONDENSED CASH FLOW STATEMENT
(In thousands)
(Unaudited)
Nine Months Ended
May 31,
----------------------
1999 1998
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Operating Activities:
Net income $ 8,166 $ 24,220
Adjustment required to reconcile net income to net cash and
Cash equivalents provided by operating activities:
Depreciation 12,990 11,566
Amortization 5,874 5,846
Changes in operating assets and liabilities:
Accounts receivable 235 (3,355)
Inventories 4,901 (812)
Accounts payable (4,683) (4,943)
Other (288) (2,688)
Net Cash and Cash Equivalents Provided by Operating Activities 27,195 29,834
Investing Activities:
Acquisition of Flow Control Equipment, Inc. and Technoglass S.p.A -- (111,844)
Capital expenditures, net of nominal disposals (7,775) (14,401)
Loan to Universal Process Equipment (6,429) --
--------- ---------
Net Cash and Cash Equivalents Used by Investing Activities (14,204) (126,245)
Financing Activities:
Proceeds from debt borrowings 18,886 240,617
Payments of long-term debt (23,453) (144,771)
Proceeds from sale of common stock 1,061 2,054
Purchase of common stock (3,988) (856)
Dividends paid (1,811) (1,772)
Other -- (735)
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Net Cash and Cash Equivalents (Used) Provided by Financing Activities (9,305) 94,537
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Increase (Decrease) in Cash and Cash Equivalents 3,686 (1,874)
Cash and Cash Equivalents at Beginning of Period 6,822 10,304
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Cash and Cash Equivalents at End of Period $ 10,508 $ 8,430
========= =========
See Notes to Consolidated Condensed Financial Statements
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ROBBINS & MYERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
May 31, 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
May 31, 1999, and August 31, 1998, the results of their operations for the three
and nine month periods ended May 31, 1999, and May 31, 1998, and their cash
flows for the nine month periods ended May 31, 1999, and May 31, 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, 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. 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 nine month period ended May 31, 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 $343,890
Net income 24,964
Basic income per share 2.32
Diluted income per share 1.93
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 August 31, 1999.
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NOTE D--LONG-TERM DEBT
At May 31, 1999, the Company's debt consisted of the following:
(In thousands)
--------------
Senior debt:
Revolving credit loan $ 25,967
Senior Notes 100,000
Other 5,528
6.50% Convertible Subordinated Notes 65,000
Other subordinated debt 3,484
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Total debt 199,979
Less current portion 3,990
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$ 195,989
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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 May 31, 1999, the weighted average interest rate for all
amounts outstanding was 3.24%. 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 have an interest rate of 6.76% and are due
May 1, 2008 and Series B in the principal amount of $30,000,000 have 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)
Other expense(income) is as follows:
Three Months Ended Nine Months Ended
May 31, May 31,
------------------ ------------------
1999 1998 1999 1998
------- ------- ------- -------
(In thousands)
Plant closure and relocation costs $ 267 $ -- $ 4,467 $ --
Other termination costs -- -- 400 --
Equity income (124) (411) (578) (1,378)
Other 141 381 280 360
------- ------- ------- -------
$ 284 $ (30) $ 4,569 $(1,018)
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In response to the recent downturn in the Company's Energy Systems product
platform the Company 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
was composed of the following:
(In thousands)
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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
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1,400
Accrued expenses:
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
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2,800
--------------
$ 4,200
==============
Through the third fiscal quarter of 1999 none of the land, building, machinery
or equipment had been sold or scrapped and $225,000 was spent against the
$2,800,000 that was accrued. This spending primarily related to environmental,
employee related and other costs.
In the third quarter of fiscal 1999 the Company incurred additional expenses of
$267,000 related to the closure and relocation. These expenses were to transfer
inventory, equipment and employees from Fairfield to Houston and to hire and
train new employees in Houston.
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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 Nine Months Ended
May 31, May 31,
----------------- -----------------
1999 1998 1999 1998
------- ------- ------- -------
(In thousands, except per share amounts)
Numerator:
Basic:
Net income $ 4,416 $ 8,098 $ 8,163 $24,220
Effect of dilutive securities:
Convertible debt interest 635 635 1,905 1,905
------- ------- ------- -------
Income attributable to diluted shares $ 5,051 $ 8,733 $10,068 $26,125
======= ======= ======= =======
Denominator:
Basic:
Weighted average shares 10,938 11,064 10,929 11,018
Effect of dilutive securities:
Convertible debt 2,385 2,385 2,385 2,385
Dilutive options and restricted shares 198 451 223 493
------- ------- ------- -------
Diluted shares 13,521 13,900 13,537 13,896
======= ======= ======= =======
Basic net income per share $ 0.40 $ 0.73 $ 0.75 $ 2.20
======= ======= ======= =======
Diluted net income per share $ 0.37 $ 0.63 $ 0.74 $ 1.88
======= ======= ======= =======
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 are as follows:
Three Months Ended Nine Months Ended
May 31, May 31,
----------------- ------------------
1999 1998 1999 1998
------- ------- ------- -------
(In thousands)
Net income $ 4,416 $ 8,098 $ 8,163 $24,220
Other comprehensive income:
Foreign currency translation 1,102 (951) (245) 390
------- ------- ------- -------
Comprehensive income $ 5,518 $ 7,147 $ 7,918 $24,610
======= ======= ======= =======
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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
nine month periods of fiscal 1999 and 1998.
Three Months Ended Nine Months Ended
May 31, May 31,
-------------- --------------
1999 1998 1999 1998
----- ----- ----- -----
Net Sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 66.4 63.4 66.3 63.3
----- ----- ----- -----
Gross profit 33.6 36.6 33.7 36.7
Operating expenses 21.5 20.2 22.2 20.8
Amortization expense 1.9 1.9 2.0 1.8
Other expense(income) 0.3 -- 1.5 (0.2)
----- ----- ----- -----
Income before interest and income
taxes 9.9 14.5 8.0 14.3
Interest expense 3.1 3.6 3.5 3.1
----- ----- ----- -----
Income before income taxes 6.8 10.9 4.5 11.2
Income tax expense 2.3 3.7 1.5 3.8
Minority interest, net of income tax 0.2 -- 0.3 --
----- ----- ----- -----
Net income 4.3% 7.2% 2.7% 7.4%
===== ===== ===== =====
IBIT without one-time costs 10.2% 14.5% 9.8% 14.3%
===== ===== ===== =====
IBIT without one-time costs and
amortization 12.1% 16.2% 11.7% 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 third quarter of fiscal 1999 were $103.8 million compared to
$112.7 million, a decrease of $8.9 million or 7.9% from the same period of the
prior year. Year to date sales of $297.0 million decreased $28.3 million or 8.7%
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 at the
beginning fiscal 1998 and the Acquired Businesses were acquired at the beginning
of fiscal 1998, were $10.9 million or 9.5% for the quarter and $54.4 million or
15.4% 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. Oil prices have recovered recently and the Company is seeing some first
signs of recovery in this market. 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, primarily in the specialty
chemical market. Lastly, sales were also down 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 April
8, 1999. Backlog at May 31, 1999, was $84.9 million, $11.1 million lower than at
February 28, 1999, and August 31, 1998. The decrease in backlog primarily
relates to the reduction in large projects for the pharmaceutical and
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specialty chemical markets affecting the Company's Industrial Mixing and Reactor
Systems product platforms.
The gross margin percentage decreased from 36.6% to 33.6% 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. Operating expenses have been reduced;
however, the decrease in sales has caused operating expenses as a percent of
sales to increase to 21.5% from 20.2% for the quarter and to 22.2% from 20.8%
year to date from the prior year periods. Also, the Company estimates that the
work stoppage resulted in lower IBIT of approximately $0.7 million for the
quarter and $1.4 million on a year to date basis. Approximately half of the lost
IBIT will be recovered in the fourth quarter of fiscal 1999 by recovering the
sales that were delayed from the second quarter. Other expense(income) increased
by $0.3 million for the quarter and $5.6 million year to date from the prior
year periods due to $4.6 million of plant closure and other termination expenses
recorded in the second quarter of fiscal 1999 and an additional $0.3 million of
expenses recorded in the third quarter of fiscal 1999. Equity income is also
down $0.3 million for the quarter and $0.8 million year to date from the same
periods of the prior year since UGE is now consolidated.
Interest expense for the quarter decreased by $0.9 million compared to the prior
year, primarily due to lower average debt levels. 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 nine months of fiscal 1999 were $7.8 million for capital
expenditures, $6.4 million for a loan to UPE, the Company's partner in the UGE
joint venture, $4.0 million to purchase treasury stock under the Company's stock
buy back program, and dividends of $1.8 million. Cash generated from operations
of $27.2 million funded these cash uses and also was used to repay debt by $4.6
million.
Cash uses in the first nine months of fiscal 1998 were $111.8 million for the
acquisitions of Technoglass and FCE, $14.4 million for capital expenditures, and
$1.8 million for dividends. 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, capital expenditures, scheduled debt
service, and shareholder dividends.
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 May 31,
1999, the Company has purchased 281,000 shares for $6.7 million, of which
184,000 shares for $4.0 million were purchased in fiscal 1999, and the Master
Trust has purchased 212,000 shares for $5.1 million. The program was completed
in June 1999 with the Company purchasing 47,000 shares for $1.1 million. The
repurchased shares will be available for use in connection with employee benefit
plans and acquisitions.
As of May 31, 1999 the Company has approximately $160.0 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 6. EXHIBITS AND REPORTS ON FORM 8-K
a) See Index to Exhibits
b) Reports on Form 8-K. During the quarter ended May 31,
1999, the Company filed no reports on Form 8-K during
the quarter.
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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: JULY 13, 1999 BY /S/ STEPHEN R. LEY
-------------------------- ------------------------------------
STEPHEN R. LEY
VICE PRESIDENT, FINANCE & CFO
(PRINCIPAL FINANCIAL OFFICER)
DATE: JULY 13, 1999 BY /S/ KEVIN J. BROWN
-------------------------- ------------------------------------
KEVIN J. BROWN
CORPORATE CONTROLLER
(PRINCIPAL ACCOUNTING OFFICER)
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INDEX TO EXHIBITS
-----------------
(27) FINANCIAL DATA SCHEDULE
27.1 Financial Data Schedule-9 months ended 5/31/99 *
* Filed herewith
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