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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20459

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

ROBBINS & MYERS, INC.
(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code:

(937) 222-2610

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

     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 requirement for at least the past 90 days. Yes [x] No [ ].

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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At the close of business on October 19, 2001

DOCUMENT INCORPORATED BY REFERENCE

     Robbins & Myers, Inc., Proxy Statement, dated November 8, 2001, for its Annual Meeting of Shareholders on December 12, 2001, definitive copies of the foregoing have been filed with the Commission. Only such portions of the Proxy Statement as are specifically incorporated by reference under Part III of this Report shall be deemed filed as part of this Report.

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ITEM 1. BUSINESS

BACKGROUND

     Robbins & Myers, Inc., an Ohio corporation (the “Company”), designs, manufactures and markets on a global basis high-performance, specialized fluids management products for the pharmaceutical, energy, specialty chemical and general industrial markets. The Company has two business segments: Process Systems and Energy Systems. Within the Process Systems segment the Company’s primary product platforms are Reactor Systems, Industrial Mixers, Industrial Pump Products and Corrosion-Resistant Products. The following table presents the percentages of total sales for each segment and product platform:

     The Company has achieved a leading market share in each of its product platforms. The Company believes that it is first worldwide in Reactor Systems and in progressing cavity Industrial Pump Products, and second worldwide in Industrial Mixers. In addition, the Company’s Energy Systems segment has leading market positions in power sections, wellhead equipment, tubing rotators and rod guides and strong market positions in down-hole pump and closure products. The Company can provide customers with a wide array of products and systems in its Energy Systems segment. The Company also believes that its principal brand names, such as — Pfaudler®, Tycon Technoglass®, Moyno®, Chemineer®, Edlon® Hercules®, ABI®, Rodec® Resun® and Yale®, are well-known in the marketplace and are associated with quality products and extensive customer support, including product application engineering, state-of-the-art customer test facilities and strong aftermarket service and support.

     On August 31, 2001, the Company purchased the stock of Romaco N.V., a Netherland Antilles corporation (“Romaco”). The Romaco acquisition strengthens Robbins & Myers position as a leading supplier of critical equipment to the growing pharmaceutical market. As a result of the acquisition, the Company anticipates that the pharmaceutical market will represent approximately 40% of total sales.

     The Company markets its products globally to end users where the pumping, mixing, treatment, chemical processing, measurement and containment of gases, fluids and particulates are important elements in their production processes. The diverse industries with fluids management needs served by the Company’s products are

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pharmaceutical, specialty chemical, oil and gas exploration and production, wastewater treatment, food and beverage and pulp and paper.

     The Company primarily markets specialty products which are technically engineered. Individual projects are typically custom designed and bid to the customer’s specifications. Therefore, price is one basis of competition along with technical specifications and solutions, as well as quality, aftermarket support and delivery leadtime.

     The Company seeks to balance its mix of products and services and maintain overall stability in its operating results principally through higher margin aftermarket sales, broad international presence with manufacturing facilities in fourteen countries, and end user market diversification. Aftermarket sales accounted for 31% of total Company sales in fiscal 2001 and 33% in fiscal 2000. Sales to non-U.S. customers were 45% of total Company sales in fiscal 2001 and 48% in fiscal 2000.

     The Company seeks to continue to grow by (i) internal growth from the inherent growth of its end user markets, particularly longer-term, high-growth markets such as pharmaceutical, wastewater treatment, and oil and gas exploration and production, as well as new product introductions; (ii) exploiting acquisition opportunities for industry consolidation within existing markets, specifically the highly fragmented positive displacement pump and industrial mixer industries; (iii) expanding geographically, both internally and through acquisitions, into emerging markets such as China, the Asia-Pacific Rim, South America and Western Canada oilfields; and (iv) establishing new product lines through acquisitions of related fluids management products such as valves, seals, filters and grinders.

     The Company operates in two industry segments. Information concerning the Company’s sales, IBIT and identifiable assets by segment, and sales and identifiable assets by geographic area for the years ended August 31, 2001, 2000 and 1999 is set forth in Note 11 to the Consolidated Financial Statements included at Item 8 and is incorporated herein by reference.

Acquisitions

     On December 12, 2000 the Company acquired certain assets of Campbell Industries Ltd. (DBA Rodec Tubing Rotors) (“Rodec”) for $2,802,000. Rodec is a Canadian company that designs, manufactures, and markets oil and gas production equipment including artificial lift accessories and down-hole tools with annual sales of $3,000,000.

     On June 12, 2001, the Company acquired certain assets of Alberta Basic Industries (“ABI”) for $3,206,000. ABI is also a Canadian manufacturer of down-hole tools for oil and gas production equipment with annual sales of approximately $3,000,000.

     As previously mentioned, on August 31, 2001, the Company purchased the stock of Romaco. The initial purchase price was $95,238,000 and included cash, 600,000

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shares of Robbins & Myers Common Stock, five-year subordinated notes and assumed debt. There is a deferred payment linked to Romaco’s sales and income performance for calendar year 2001. This additional payment would be $25,000,000 to $30,000,000 based on expected results for the full year and would be paid 50% in cash and 50% in five-year subordinated notes. Romaco is a leading supplier of processing and packaging equipment for the pharmaceutical, healthcare and cosmetics industries with fiscal year 2001 sales of $142,000,000.

PROCESS SYSTEMS

Reactor Systems

     The Company’s Reactor Systems business, consisting of its Pfaudler, Tycon and Technoglass brands, manufactures and sells glass-lined reactor and storage vessels, mixing systems and accessories, including instrumentation and piping. These products are principally used in the pharmaceutical, specialty chemical and agri-chemical end user markets. A reactor system performs critical functions in batch production processes by providing a temperature, agitation and pressure controlled environment for often complex chemical reactions. The glass-lined vessel is made by lining a specially constructed steel vessel with glass bonded to the inside steel surface. Substantial knowledge is required to properly manufacture a glass-lined vessel. Special glasses are used to both bond with the steel surface and provide an inert, corrosion-resistant surface that will not contaminate the materials in the vessel.

     The Reactor Systems business sells vessels with capacities between one and 15,000 gallons, which are generally custom-ordered and designed, and are often equipped with accessories such as drives, glass-lined agitators and baffles, and instruments. A fully equipped reactor can sell for up to $300,000. The Reactor Systems business also manufactures and sells glass-lined storage vessels with capacities up to 25,000 gallons to mostly the same customers that use glass-lined reactor systems. A complete system can consist of a complete processing plant, installed or skid mounted, including a process guarantee. Complete systems that the Company provides can sell for several million dollars. In 2001, Pfaudler introduced Pfaudler Pharmaglass PPG. This new glass is smoother, cleaner and more resistant than any other conventional glass type. The new glass is Pfaudler’s response to the market demand for equipment tailored to the manufacturing of pharmaceutical products, vitamins and fine chemicals. A summary of the Company’s Reactor Systems business follows:

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     The Company believes that Pfaudler is the largest supplier of glass-lined reactor systems with DeDietrich of France being the next largest supplier. The Japanese suppliers largely supply only the Japanese market. Pfaudler manufactures its glass-lined reactor systems in seven countries, the U.S., Scotland, Germany, India, Brazil, Mexico and China. Tycon Technoglass glass-lined reactor systems are manufactured in Italy.

     While the Company has a global market share of over 50% in glass-lined reactors and storage vessels, it has a global market share of less than 10% in Reactor Systems. Expanding the market from vessels to reactor systems provides growth opportunities in products related to reactors in providing a complete system for customers.

Sales, Marketing and Distribution – Pfaudler and Tycon Technoglass glass-lined reactor systems, storage vessels and accessories are sold directly to customers by a Company-employed direct sales force of approximately 30 persons, approximately 20 of whom are based outside the United States, and more than 30 manufacturers’ representatives. Pfaudler and Tycon Technoglass are particularly focused on continuing to develop preferred supplier relationships with major pharmaceutical and specialty chemical companies, as these companies continue to expand their production operations in emerging markets.

Aftermarket Sales — Pfaudler has a large installed base of glass-lined vessels since it has been the leading supplier of these vessels for more than 50 years. Aftermarket products and services are an important part of Pfaudler’s sales and include field service, replacement parts, accessories and reconditioning used vessels. Glass-lined vessels require regular maintenance and care because of their harsh operating environments and strict purity requirements. The Company has expanded the aftermarket capabilities of Pfaudler to better meet the needs of its customers, as many customers are reducing their internal engineering staffs and outsourcing maintenance activities.

     Pfaudler also has two aftermarket businesses; Glasteel Parts and Service (“GPS”) and Chemical Reactor Services (“CRS”). GPS and CRS are the largest providers of aftermarket services for the installed base of glass-lined vessels, including the installed base of competitors, in the U.S. and U.K. markets.

     Pfaudler has a joint venture with Universal Process Equipment Inc. called Universal Glasteel Equipment (“UGE”) to refurbish and sell used, glass-lined vessels. For many customers, used vessels are a cost effective alternative to new vessels. They are more affordable, warranted with the same quality specifications and can often be delivered to a customer faster than a new vessel.

Competition — Pfaudler and Tycon Technoglass compete principally with DeDietrich in all world markets except Japan, China and India. Pfaudler has the leading market share in glass lined reactors and vessels and installed base in all the countries in which it operates facilities. Tycon Technoglass has the leading share in Italy and has a significant presence in Switzerland and Germany. DeDietrich has a dominant position in France, where its main facility is located, and a significant presence in other continental

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European markets and the U.S. With the establishment of a direct sales and service organization in France in 1999, Pfaudler is increasing its market share in France.

     Pfaudler is the market leader in Mexico, South America and India. In China, the Company is the 70% owner of a joint venture with a Chinese glass-lined equipment manufacturer. The joint venture has a small market share of a fragmented Chinese market, but is upgrading its products to supply Western quality glass-lined vessels to customers in China. The markets in Japan, Taiwan and Korea are largely supplied by Japanese manufacturers that sell few products to markets outside the region.

     The Company believes that it will benefit from the continued trend of high levels of capital expenditures within the pharmaceutical industry. This trend is driven by the significant industry growth rates from globalization of manufacturing facilities to service emerging markets, development of innovative drugs which often require new process facilities or retrofit of existing facilities, and expiration of patents on certain drugs which will result in greater production of generic equivalents.

Industrial Mixers

     Chemineer manufactures industrial mixers that range from fractional horsepower sizes to over 1,000 horsepower. Prices for mixers and agitators range from hundreds of dollars for small portable mixers to more than $1 million for large, customized mixers. A summary of the Company’s Industrial Mixers business follows:

     Chemineer’s product line consists of top-entry, side-entry, gear-driven, belt-driven, high shear and static mixers. The Company’s Industrial Mixers are used in a variety of applications, ranging from simple storage tank agitation to critical applications in polymerization and fermentation processes.

     Chemineer products include several lines of high-quality turbine agitators. These gear-driven agitators are available in various sizes, a wide selection of mounting methods, and drive ranges from one to 1,000 horsepower. In 1999, Chemineer introduced two new agitation drive systems to complement the HT line. These were the GT parallel shaft agitator and the QED Plus worm gear agitator. In 2001, Chemineer has introduced another two new agitation drive systems. These were the DT small mixer, a line of fixed mounted, small mixers with drive ranges from one-half to five horsepower for less demanding applications, and the Chemineer XPress portable, a line

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of portable gear driven and direct drive mixers which can be clamp mounted to handle small batch mixing needs.

     Prochem industrial mixers are belt-driven, side-entry mixers used primarily in the pulp and paper and mineral process industries. Kenics mixers are continuous mixing and processing devices, with no moving parts, which are used in specialized static mixing and heat transfer applications. Static mixers in heat exchangers greatly increase the heat transfer process in certain applications. Greerco® mixers are high-shear mixers used primarily for paint, cosmetics, plastics and adhesive applications. Mixers are manufactured in Dayton, Ohio, North Andover, Massachusetts and Haverhill, Massachusetts in the U.S. and Derby, England and Mexico City, Mexico.

Sales, Marketing and Distribution — Chemineer industrial mixers are sold through regional sales offices and through a network of approximately 30 U.S. and 30 non-U.S. manufacturers’ representatives. Chemineer maintains regional sales offices for such equipment in Mexico, Canada, the U.K., Singapore, Taiwan, China and Korea.

Competition — The mixer equipment industry is highly competitive. Three companies account for a significant portion of U.S. sales, but compete with numerous smaller manufacturers. The Company believes that Chemineer’s application engineering know-how, diverse products, product quality and customer support allow it to compete effectively in the market place.

Industrial Pump Products

     Moyno manufactures and sells progressing cavity pumps and related products into the wastewater treatment, specialty chemicals, mining, oil, food and beverage, pulp and paper and general industrial end user markets. Prices range from several hundred dollars for small pumps to up to $200,000 for large pumps such as those used in wastewater treatment applications. A summary of the Company’s progressing cavity Industrial Pump Products business follows:

     Progressing cavity technology involves utilizing a motor-driven, high-strength, single or multi-helix rotor within an elastomer-lined stator. The spaces between the helixes create continual cavities which enable the fluid to move from the suction end to

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the discharge end. The continuous seal creates positive displacement and an even flow regardless of the speed of the application. Progressing cavity pumps are versatile, as they can be positioned at any angle and can deliver flow in either direction without modification or accessories. As progressing cavity pumps have no valves, they are able to efficiently handle fluids ranging from high pressure water and shear sensitive materials to heavy, viscous, abrasive, solid-laden slurries and sludges. In 2001, Moyno introduced the HS2000 system which was selected by “Flow Control” magazine for its annual product innovation award. The Moyno HS2000 system is a cost-effective alternative to expensive, high-maintenance piston pumps or conveyors for dewatered sludge transfer in municipal wastewater treatment. The twin-screw feeder mechanism and optional slip injection system enable the HS2000 to handle semi-dry, high solids content material. Pumps are manufactured in Springfield, Ohio and there are pump assembly, sales and service centers in the U.K., Mexico and Singapore.

Sales, Marketing and Distribution — Industrial Pump Products are sold worldwide through approximately 35 U.S. and 30 non-U.S. distributors and 25 U.S. and 15 non-U.S. manufacturers’ representatives. These networks are managed by five regional sales offices in the U.S., one office in the U.K., one office in Mexico and one office in Singapore.

Competition — Moyno has a large installed base and a dominant market share in progressing cavity pumps in the U.S., and a smaller presence in Europe and Asia. While the Company believes Moyno is the world leader in the manufacture of progressing cavity pumps, the market is competitive and includes many different types of similar equipment and several competitors, none of which is dominant. In addition, there are several other types of positive displacement pumps including gear, lobe and air-operated diaphragm pumps that compete with progressing cavity pumps in certain applications.

Corrosion-Resistant Products

     Edlon manufactures and sells lined pipe and fittings, fluoropolymer coated and lined vessels for process equipment, fluoropolymer roll covers for paper machines and glass-lined reactor systems accessories. Edlon’s products are used principally in the specialty chemicals, pharmaceutical and semiconductor end user markets to provide corrosion protection and high purity fluid assurance, and in the paper industry for release applications. A summary of the Company’s Corrosion-Resistant Products business follows:

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     Edlon primarily competes by offering highly engineered products and products made for special needs that are not readily supplied by competitors. Edlon is able to compete effectively based on its extensive knowledge and application experience with fluoropolymers. In 2000, Edlon introduced newly designed storage tanks for de-ionized water and ultra pure chemicals, and expanded its range of products sold to the chip producers and waffer manufacturers in the high growth semiconductor industry. Products are made in Avondale, Pennsylvania, Charleston, West Virginia and Leven, Scotland.

Sales, Marketing and Distribution — Edlon® products are sold in the U.S. through both a distributor network for higher volume items such as lined pipe and fittings, and a direct sales force and sales representatives for lower volume products. Outside the U.S., products are sold through sales representatives except for the U.K., where products are sold through a direct sales force.

Aftermarket Sales — Edlon products do not typically have parts or components that routinely wear out or need replacement, and therefore aftermarket sales are insignificant.

ENERGY SYSTEMS

     R&M Energy Systems (“Energy Systems”) manufactures and sells a variety of specialized products to the oil and gas exploration and production markets. These products are principally used either down a well hole or at a wellhead. A summary of the Company’s Energy Systems business is as follows:

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     Energy Systems sells a line of power sections and down-hole progressing cavity pumps, rod guides, wellhead products, tubing rotator products and closure products. Moyno power sections are used to drive the drill bit in horizontal and directional drilling applications, often with multiple wells drilled from a single location. Power sections utilize the same technology as is used in progressing cavity pumps. Down-hole pumps are used primarily to lift crude oil to the surface where there is not enough natural pressure and for dewatering gas wells. The largest oil and natural gas recovery markets that benefit from using downhole pumps are in Canada, the U.S., Venezuela, Indonesia and the Commonwealth of Independent States (“CIS”). Rod guides are placed on downhole rods used to pump oil to protect the rods and the production tubing from damage during operation and to enhance the flow of fluid to the surface. Wellhead products are used at the wellhead to control the flow of oil, gas and other material from the well. Tubing rotator products are an effective way of evenly distributing down-hole tubing wear in horizontal, directional and slant wells. Closure products are used in oil and gas pipelines for inspection and cleaning to allow access to a pipeline at selected intervals. These products are manufactured in three plants in Texas and several rod guide service centers located in the U.S. and Canadian oilfields. In addition, the Company operates a facility in Belgium that relines power section stators for the European aftermarket.

Sales, Marketing and Distribution — Power sections are sold directly to oilfield service companies through a sales office in Houston, Texas. Rod guides and certain wellhead equipment in the U.S. and Canada are sold through major national distributors and Company service centers in key oilfield locations. Energy Systems currently operates seven service centers in the U.S. and six service centers in Alberta, Canada.

Down-hole pumps in the U.S. are sold through three distributors, and several other distributors have been established in South America, the CIS and Asia. Down-hole pumps in Canada and Venezuela are sold through Company owned service centers. Wellhead products and closure products are also sold through distributor networks in the U.S., Canada and selected international markets.

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Aftermarket Sales — Aftermarket sales are principally the relining of stators, a key component of power sections, down-hole pumps, drives and rod guides. Power section and down-hole pump rotors and rod guides wear out after regular usage, but replacement items are complete products so these items are not identifiable and cannot be classified as aftermarket sales.

Competition — Energy Systems is the leading manufacturer of power sections. A few potential customers have backward integrated and produce their own power sections. Energy Systems is also the leading supplier of rod guides, wellhead components and pipeline closure products and is the second leading supplier of down-hole progressing cavity pumps. While the oil and gas exploration and production marketplace is highly fragmented, Energy Systems believes that with its leading positions in these products, and with the introduction of new well drivehead products, it is positioned to be a full line supplier with the capability to provide customers with complete system sourcing.

     Oil and oil service companies, our customers, use the most advanced technologies available in the exploration and recovery of oil and gas. Therefore, new product innovation is critical to suppliers to this market. The Company continually develops new elastomer compounds as well as new stator manufacturing technologies for use in power sections and down-hole pumps in deeper wells and more adverse conditions. In addition, advanced wellhead equipment and rod guide designs and materials are being introduced that will improve the efficiency of well production.

ROMACO

     Romaco is a leading supplier of processing and packaging equipment for the pharmaceutical, healthcare and cosmetics industries. The business is headquartered in Monaco and has a global presence with manufacturing facilities in six countries as well as sales and service centers strategically located around the world.

     Romaco manufactures and markets a wide variety of equipment used by the pharmaceutical, healthcare and cosmetics industries. The product line includes processing equipment such as homogenizers, granulators and dryers, tablet presses, capsule fillers, tube fillers and tablet counters. In addition, Romaco manufactures strip and blister packaging equipment, cartoners, printing and labeling equipment and complete modular pharmaceutical factories.

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Sales, Marketing and Distribution — Romaco’s distribution network currently includes fifteen sales and service centers around the world. In the areas served by these centers, Romaco sells directly to end users through its own sales force. Representatives serve territories not covered by this network.

Aftermarket Sales — Romaco’s aftermarket sales were $35 million in fiscal 2001 or 25% of Romaco sales. Included in Romaco’s aftermarket sales are certain proprietary consumables such as inks and labels.

Competition — Romaco has a large installed base with a significant market share in Europe, and a smaller presence in the U.S. and Asia. While Romaco is a world leader in the manufacture of pharmaceutical equipment, the market is competitive and includes many different types of similar equipment and several competitors, none of which is dominant. In addition, there are several medium sized family owned companies, with a narrow range of products that compete with Romaco.

BACKLOG

     At August 31, 2001 and 2000, the Company’s order backlog was $143.5 million and $80.5 million respectively. The August 31, 2001 backlog includes the Romaco backlog of $61,500,000. Within the next twelve months the Company expects to ship all of its backlog. Sales of the Company’s products are not subject to material seasonal fluctuations.

CUSTOMERS

     Sales are not concentrated with any customer, as no customer represented more than 5% of sales in fiscal years 2001, 2000 or 1999.

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RAW MATERIALS

     Raw materials are purchased from various vendors that generally are located in the same country as the Company facility using the raw materials. The supply of raw materials and components has been adequate and available without significant delivery delays. No events are known or anticipated that would change the sources and availability of raw materials. No supplier provides more than 5% of the Company’s raw materials.

GENERAL

     The Company owns a number of patents relating to the design and manufacture of its products. While the Company considers these patents important to its operations, it believes that the successful manufacture and sale of its products depend more upon technological know-how and manufacturing skills. The Company is committed to maintaining high quality manufacturing standards and has completed ISO certification at several facilities.

     During fiscal 2001, the Company spent approximately $2.2 million on research and development activities compared to $1.8 million in fiscal 2000 and $2.2 million in fiscal 1999.

     Compliance with federal, state and local laws regulating the discharge of materials into the environment is not anticipated to have any material effect upon the capital expenditures, earnings or competitive position of the Company.

     At August 31, 2001, the Company had 4,334 employees, which included approximately 600 at majority-owned joint ventures. Approximately 900 of these employees were covered by collective bargaining agreements at various locations. In fiscal year 2002, the company has no labor contracts expiring. A labor agreement was reached with the employees of Chemineer’s principal manufacturing facility in October 2000 and extends to March of 2004. A labor agreement was reached with the employees of Moyno’s principal manufacturing facility in August 2001 and extends to February 2005. A labor agreement was reached with the employees of Pfaudler’s facility in Rochester, New York in September 2001 and extends to September 2004. The Company considers labor relations at each of its locations to be good.

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ITEM 2. PROPERTIES

Facilities

     The Company’s executive offices are located in Dayton, Ohio. The executive offices are leased and occupy approximately 10,000 square feet. Set forth below is certain information relating to the Company’s principal operating facilities.

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ITEM 3. LEGAL PROCEEDINGS

     The Company is presently not a party to any material legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

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Executive Officers of the Registrant

     Maynard H. Murch IV, age 57, has been Chairman of the Board of the Company since July, 1979 and a director of the Company since 1977. Mr. Murch is also President and Chief Executive Officer of Maynard H. Murch Co., Inc. (investments), which is managing general partner of M.H.M. & Co., Ltd. (investments). Mr. Murch is also Vice President (since June, 1976) of Parker/Hunter Incorporated (dealer in securities), a successor firm to Murch and Co., Inc., a securities firm which Mr. Murch had been associated with since 1968.

     Gerald L. Connelly, age 60, has been President and Chief Executive Officer of the Company since January 1, 1999. Previously he was Executive Vice President and Chief Operating Officer of the Company, having been elected to that position on May 1, 1996. He is also President of Pfaudler, Inc. He was President of the Process Industries Group of Eagle Industries, Inc. from 1993 until joining the Company. Previously, he served as President of Pulsafeeder, Inc. (metering pumps) for ten years.

     Milton M. Hernandez, age 45, has been Group Vice President, President Robbins & Myers Europe since September 1, 2001. Previously he was Vice-President, Business Development since joining the Company in April, 2000. Prior to that he was Managing Director-Argentina and Bolivia, Mobil Oil Corporation and Vice-President, Business Development Latin America, Spain and Portugal and he also held a variety of positions in Corporate Planning and Marketing for Mobil Chemical as well as Mobil Oil.

     Kevin J. Brown, age 43, has been Vice-President and Chief Financial Officer of the Company since January 1, 2000. Previously he was Controller and Chief Accounting Officer of the Company since December 12, 1995. Prior to joining the Company he was employed by the accounting firm of Ernst & Young LLP for fifteen years.

     Hugh E. Becker, age 63, has been Vice President, Investor Relations and Human Resources of the Company since December 9, 1998. From 1996 to 1998 he was Senior Director, Investor Relations and Human Resources. Previously he held various investor relations and human resource positions for the Company since 1980.

     Karl J. Bergmann, age 57, has been Vice President, Vice President Operations Robbins & Myers Europe since September 1, 2001. Prior to that he was senior Vice President, Reactor Systems Europe since 1998. He also has been President of Pfaudler Werke GmbH since joining the Company in 1993. Before joining the Company he was employed by ABB Flakt Ransburg GmbH.

     Thomas J. Schockman, age 37, has been Corporate Controller and Chief Accounting Officer of the Company since March 22, 2000. Prior to joining the Company, he was employed as Controller at Spinnaker Coating, Inc. for three years and the accounting firm of Ernst & Young LLP for ten years.

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     Albert L. Raiteri, age 60, has been Treasurer of the Company since December 9, 1998. He has held various positions in finance and accounting for the Company since 1972.

     Joseph M. Rigot, age 58, has been Secretary and General Counsel of the Company since 1990. He is a partner with the law firm of Thompson Hine LLP Dayton, Ohio.

     The term of office of all executive officers of the Company is until the next Annual Meeting of Directors (December 12, 2001) or until their respective successors are elected.

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PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     (A)  The Company’s common shares trade on the New York Stock Exchange under the symbol RBN. The prices presented in the following table are the high and low sales prices for the common shares for the periods presented.

     (B)  As of October 19, 2001, the Company had approximately 530 shareholders of record. Based on requests from brokers and other nominees, the Company estimates there are approximately an additional 2,355 shareholders.

     (C)  Dividends paid on common shares are presented in the table in Item 5(A). The Company’s credit agreements include certain covenants which restrict the Company’s payment of dividends. The amount of cash dividends plus stock repurchases the Company may incur in each fiscal year is restricted to the greater of $2,500,000 or 50% of the Company’s net income for the immediately preceding fiscal year, plus a portion of any unused amounts from the preceding fiscal year. For purposes of this test, stock repurchases related to stock option exercises or in connection with withholding taxes due under any stock plan in which employees or directors participate are not included. Under this formula, such cash dividends and treasury stock purchases in fiscal 2002 are limited to $14,330,000.

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ITEM 6. SELECTED FINANCIAL DATA

Selected Financial Data (1)
Robbins & Myers, Inc. and Subsidiaries
(In thousands, except per share, shareholder and employee data)

Notes to Selected Financial Data

(1)  2001 reflects the acquisitions of Rodec, ABI and Romaco, 1999 reflects the acquisitions of a controlling interest in Universal Glasteel Equipment, Chemineer de Mexico and GMM Pfaudler Limited, 1998 reflects the acquisitions of Flow Control Equipment, Inc. and Technoglass S.r.L. and 1997 reflects the acquisitions of Process Supply Inc., Spectrum Products, Inc., Greerco and Industrie Tycon, S.p.A., as discussed in the Business Acquisitions note.

(2)  Fiscal 1999, includes charges of $4,769,000 primarily for the closure of the Company’s Fairfield California Manufacturing Facility, and one time severance and early retirement costs of $1,600,000. Fiscal 2000, includes charges of $409,000 relating to the closure of the Fairfield Facility, a gain of $918,000 relating to the sale of the Fairfield Facility and a charge of $500,000 related to Universal Glasteel Equipment, Inc. Fiscal 2001 includes charges of $2,492,000, including inventory write-downs of $1,000,000 relating to the Company’s Global Reorganization Program. These special items decreased fiscal 2001 net income by $1,670,000 ($0.12 per share), increased fiscal 2000 net income by $6,000 ($0.00 per share) and reduced fiscal 1999 net income by $4,204,000 ($0.31 per share).

(3)  EBITDA represents the sum of income before interest and taxes and depreciation and amortization. EBITDA is not a measure of performance calculated in accordance with accounting principles generally accepted in the United States, and should not be considered as an alternative to net income as a measure of the Company’s operating results.

(4)  Free Cash Flow represents net cash and cash equivalents provided by operating activities less capital expenditures. Free Cash Flow is not a measure of performance calculated in accordance with accounting principles generally accepted in the United States, and should not be considered as an alternative to cash flow as a measure of the Company’s liquidity.

(5)  Market capitalization of shares outstanding at year-end plus total debt.

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(6)  2001 reflects an additional 2,190,000 shares, 2000 reflects an additional 2,297,000 shares and 1999, 1998 and 1997 reflect an additional 2,385,000 shares related to the convertible note issuance.

(7)  As of September 1, 2001, the Company had 530 shareholders of record. Based on requests from brokers and other nominees, the Company estimates there are an additional 2,355 shareholders.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The Company seeks to balance its mix of products and services and maintain overall stability in its operating results principally through aftermarket sales, non-U.S. sales and end market diversification. Aftermarket sales accounted for 31% of total Company sales in fiscal 2001, 33% in fiscal 2000 and 34% in fiscal 1999. Sales to non-U.S. customers were 45% in fiscal 2001, 48% in fiscal 2000 and 46% in fiscal 1999 of total Company sales. The Company’s primary markets are specialty chemicals, pharmaceuticals, oil and gas exploration and production, wastewater treatment and food and beverage.

     In fiscal 2001, the Company acquired certain assets of Campbell Industries Ltd. (“Rodec”) in December 2000 and Alberta Basic Industries (“ABI”) in June 2001. The total cost of these acquisitions was $6.0 million in cash. These acquisitions accounted for $1.9 million of sales and zero EBIT in fiscal 2001. These acquisitions are in the Company’s Energy Systems segment. In addition, on August 31, 2001 the Company purchased the stock of Romaco NV (“Romaco”). The total cost of this acquisition was $95.2 million in cash, notes, assumed debt and Company stock. There is a deferred payment linked to Romaco’s sales and income performance for calendar year 2001. This additional payment would be $25 million to $30 million based on expected results for the full year and would be paid 50% in cash and 50% in five-year subordinated notes. There was no impact on income in fiscal 2001 from the Romaco acquisition. In fiscal 1999, the Company acquired a controlling interest in Universal Glasteel Equipment in December 1998, Chemineer de Mexico in June 1999 and GMM Pfaudler Limited in July 1999. These acquisitions are in the Company’s Process Systems business segment. The total cost of the fiscal 1999 acquisitions was $5.3 million in cash. These acquisitions accounted for $2.3 million of sales and $0.3 million of EBIT in fiscal 1999.

     The Company recorded special items in fiscal 2001, 2000 and 1999 which impact the comparability of certain information. The special items were as follows:

     In the third quarter of fiscal 2001, the Company announced that it will consolidate operations in England, Mexico and Asia-Pacific in order to strengthen its market presence and achieve more effective channels to market. In addition, the Company discontinued selective product offerings in the Chemineer

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and Moyno businesses in order to improve long-term competitive positioning through a more cost-effective product focus. The Company incurred a one-time charge of $2.3 million with approximately $1.3 million related to severance and other costs associated with the regional consolidations, and the balance related to inventory write-downs from discontinued product offerings. The severance and other costs have been paid as of August 31, 2001. There were additional costs in the third and fourth quarter of fiscal 2001 of $.2 million that were expensed as incurred primarily for equipment relocation, marketing and employee training. All costs relating to the Global Reorganization Program have been paid as of August 31, 2001 with no changes in estimates made.

     In the fourth quarter of fiscal 2000, the Company recorded a charge of $.5 million to reduce a long-term receivable related to Universal Glasteel Equipment (“UGE”), which is 50% owned by the Company and 50% owned by Universal Process Equipment, Inc. (“UPE”). The charge is due to weakness in the used glass-lined reactor and storage vessel markets served by UGE.

     In fiscal 1999, due to the downturn in the Company’s Energy Systems business segment at that time, the Company analyzed its capacity requirements for these products. As a result, on February 10, 1999, the Company recorded a charge of $4.2 million for the closure and relocation of the Company’s Fairfield, California, manufacturing operations. The facility manufactured power sections and down-hole pumps. Production was transferred to the Company’s manufacturing facility near Houston, Texas, which manufactures similar products. The closure and relocation consolidated all power section and down-hole pump manufacturing into one facility and resulted in annual savings of approximately $1.5 million when fully completed. The transfer of manufacturing was completed by March 31, 2000. The Fairfield facility was sold in July 2000 resulting in a pretax gain of $.9 million. Certain machinery and equipment was also sold in fiscal 2000 at amounts approximating the written-down estimated fair values. The $4.2 million charge was composed of the following:

The asset write-downs were determined based on recent sales of similar assets.

The employee related costs and other costs were paid in full at August 31, 2000. Following is a progression of the environmental cost liability related to the Fairfield plant closure: