<PAGE>   1

                       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


  For the Fiscal Year                               Commission
Ended August 31, 1996                            File Number 0-288

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

         OHIO                                       31-0424220
---------------------------                   ---------------------------
(State of incorporation)                            (I.R.S. employer
                                              identification number)
     1400 Kettering Tower, Dayton, Ohio                       45423
-----------------------------------------                    ------------------

                  Registrant's telephone number, including area code:

                                 (937) 222-2610
                                 --------------

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

                                               Name of each exchange on
   Title of each class                             which registered
-------------------------                      --------------------------------

         NONE                                            NONE

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

                        Common Shares, without par value
                        --------------------------------
                                (Title of Class)

         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. [x]

                                        1


<PAGE>   2




At the close of business on October 22, 1996:

       Number of Common Shares, without

                par value, outstanding.......................      10,726,032

       Aggregate market value of Common
                Shares, without par value, held
                by non-affiliates of the Company.............    $161,639,753


                       DOCUMENT INCORPORATED BY REFERENCE

         Robbins & Myers, Inc., Proxy Statement, dated November 13, 1996, for
its Annual Meeting of Shareholders on December 11, 1996, 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.








                                        2


<PAGE>   3



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 process industries. The Company's four product lines
are glass-lined reactor and storage vessels (38% of fiscal 1996 sales),
progressing cavity products (30%), mixing and turbine agitation equipment (22%),
and related products, such as engineered systems, fluoropolymer products, and
valves (10%). These percentages for fiscal 1996 were substantially the same as
in fiscal 1995.

         The Company has achieved leading market shares in each of its main
product lines: the Company believes that it is first worldwide in glass-lined
storage and reactor vessels, first in North America in progressing cavity
products, and second worldwide in mixing and turbine agitation equipment. The
Company also believes that its principal brand names - Pfaudler(R), Moyno(R)
and Chemineer(R) - 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.

         Since February 1992, the Company has completed eight acquisitions as
part of a strategy to leverage its fluid management expertise, its leadership in
progressing cavity technology, and its operating capabilities into a portfolio
of highly-engineered, fluids management products and services. The most
significant of these acquisitions occurred in June 1994 when the Company
acquired its Pfaudler(R), Chemineer(R) and Edlon(R) business units. These
acquisitions more than tripled the sales of the Company and provided leading
worldwide positions in two core product lines.

         The Company markets it products to the process industries - industries
in which the pumping, mixing, treatment, chemical processing, measurement and
containment of fluids and particulates are important elements in their
production processes. The principal sectors of the process industries served by
the Company are specialty chemicals, pharmaceuticals, oil and gas recovery,
wastewater treatment, food and beverage and pulp and paper.

         The Company seeks to balance its mix of products and services and
maintain overall stability in its operating results principally through
increased levels of higher margin aftermarket sales, increased international
presence with manufacturing facilities in ten countries and end market
diversification. In fiscal 1996, aftermarket sales to the Company's customers,
as well as customers of its competitors, accounted for approximately 35% of
total sales and international sales accounted for approximately 41% of total
sales.

         The Company seeks to continue to grow by (i) capitalizing on the
inherent growth of its end markets, particularly high-growth markets such as oil
and gas recovery, pharmaceuticals, and food additives and supplements, which
collectively account for over 40% of the Company's sales; (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 high-growth emerging markets such as Asia-Pacific Rim and
South America; and (iv) establishing new product lines through acquisitions of
related fluids management businesses such as valves, filters and grinders.

                                        3


<PAGE>   4



         The Company operates in one industry segment--fluids management.
Information concerning the Company's net sales, operating income and
identifiable assets by geographic area and export sales for the years ended
August 31, 1996, 1995 and 1994 is set forth in the "Information by Geographic
Area" note to the Consolidated Financial Statements included at Item 8 and is
incorporated herein by reference.

ACQUISITIONS

         The Company has achieved substantial sales growth over the past several
years. The sales growth from 1992 through 1996 primarily was driven by eight
acquisitions completed since February 1992 at an aggregate purchase price of
approximately $160.0 million:
<TABLE>
<CAPTION>

 Fiscal                                                                            Prchase
  Year                                              Principal                       Price
Acquired             Business                       Products                      (millions)
--------------------------------------------------------------------------------------------
<S>       <C>                                  <C>                                 <C>
1992      Prochem Mixing Equipment, Inc.       Large industrial mixers             $   8.0

1993      JWI Mixer Line                       Portable industrial mixers              2.2

1994      Chemineer, Inc.                      Large industrial mixers                78.4

1994      Pfaudler, Inc.                       Glass-lined vessels                    50.3

1994      Edlon, Inc.                          Fluoropolymer coatings                  5.5

1995      Pharaoh Corporation                  Glass-lined vessel parts and            2.1
                                               aftermarket services

1995      Cannon Process Equipment Co., Ltd    Glass-lined vessels                     5.4

1995      Universal Glasteel Equipment         Reconditioned glass-lined               7.0
                                               reactor and storage vessels
</TABLE>
MARKETS SERVED

         The Company markets its fluids management products and services to the
process industries - industries in which the pumping, mixing, treatment,
chemical processing, measurement and containment of fluids and particulates are
important elements in their manufacturing or production processes. The principal
sectors of the process industries served by the Company are oil and gas
recovery, pharmaceuticals, specialty chemicals, food and beverage, pulp and
paper and wastewater treatment.

         The companies included in these sectors of the process industries tend
to be large, often with global operations. Capital expenditures for equipment in
each sector are driven by a variety of factors, such as market growth rates, new
product introduction, globalization and cost control. Economic cycles tend to
differ among sectors, and the Company believes that general economic downturns
have less of an impact on capital expenditures in the pharmaceuticals, oil and
gas recovery and food and beverage industries.

                                        4


<PAGE>   5



         Oil and Gas Recovery. The Company's sales to the oil and gas recovery
market include (i) progressing cavity down-hole pumps used in lifting oil to the
surface and dewatering of gas wells; (ii) progressing cavity power sections used
to drive the drilling element in directional drilling operations; and (iii)
aftermarket products and services such as replacement power sections, relining
of down-hole pump stators and replacement of rotors. The Company believes its
growth prospects primarily are driven by the trend in the industry to adopt the
latest oil and gas technologies, including 3-D seismic analysis which, in
conjunction with directional drilling methods and versatile down-hole pumps,
facilitates recovery of oil and gas from difficult to reach formations. In
addition, changing geopolitics have resulted in more countries opening their
borders to privatization in the exploration and development of their oil and gas
properties. In response to increased demand within the oil and gas recovery
market and to maintain its technological advantages, the Company currently is
developing a facility in Houston, Texas dedicated to the production of down-hole
pumps and power drilling sections. Production activities at this facility are
scheduled to begin in fiscal 1997.

         Pharmaceuticals. The Company's products perform critical functions in
the production of pharmaceuticals by providing temperature, agitation and
pressure-controlled environments for complex chemical reactions which require
exact formulations, repeatability and high levels of purity. In addition, the
Company's products are reconditioned on a regular basis because of the severe
operating conditions to which the Company's products are exposed and the need to
maintain a pure processing environment. The Company believes that it will
benefit from the long-term trend of high levels of capital expenditure within
the pharmaceuticals industry. This trend is driven by the significant industry
growth rates from globalization of manufacturing facilities to service emerging
markets and development of innovative drugs which often require new process
facilities or retrofit of existing facilities.

         Specialty Chemicals. Substantially all of the Company's products sold
to the chemical industry consist of specialized equipment and aftermarket
products and services for use in the batch processing of specialty chemicals
rather than for use in the continuous processing of commodity chemicals. Unlike
commodity chemicals, such as basic petrochemicals and inorganic commodities,
specialty chemicals are downstream products, such as intermediate products,
directed to the pharmaceuticals industry, which are more highly processed and
refined. The Company believes that, because producers of specialty chemicals are
value-added, strategic suppliers to their customers, pricing pressure and
volatility are less severe than in other segments of the chemical industry.

         Other Markets. The Company's industrial mixer and pump products also
serve the food and beverage, pulp and paper and wastewater treatment industries.
Long-term growth in these markets should approximate the growth in general
economic activity, with certain segments such as food additives and supplements
and international markets growing faster than the overall domestic market.

PRODUCTS

         Glass-Lines Storage and Reactor Vessels. The Company's Pfaudler unit
manufactures and sells glass-lined reactor and storage vessels and related
equipment for use in the pharmaceuticals and specialty chemicals industries.
Reactor vessels perform critical functions in the production process by
providing a temperature, agitation and pressure controlled environment for often
complex chemical reactions.

                                        5


<PAGE>   6



         The Pfaudler unit fabricates steel vessels and bonds glass to the
interior of vessels to form a fused composite, referred to as Glasteel(R), which
provides a vessel in which materials can be processed or stored in an inert,
nonsticking, corrosion-resistant, pressure-controlled environment. Reactor
vessels range in capacities from one to 15,000 gallons, are generally
custom-ordered and designed and can be equipped with various accessories, such
as agitators, instrumentation and baffles. Storage vessels have capacities of up
to 25,000 gallons.

         Aftermarket products and services consist of reconditioning and
reglassing reactor vessels, replacement of vessel parts and accessories and
field service.

PRODUCTS                                          PRIMARY MARKETS SERVED
-------------------------------------------------------------------------------
Glasteel(R) Reactor and Storage Vessels           Pharmaceuticals
Glasteel(R) pH Measurement Systems                Specialty Chemicals
Cryo-Lock(R) Mixing Systems
Pfaudler(R) Mixer Drives
Pfaudler(R) Conical Dryers and Blenders

         Pfaudler vessels are marketed worldwide under the tradename Glasteel(R)
to end-users. The industry is dominated by two major suppliers. Pfaudler
believes that it is currently the largest supplier of vessels, with DeDietrich,
a French manufacturer, being the next largest supplier.

         Progressing Cavity Products. Progressing cavity technology is used in
down-hole pumps and power sections for the oil and gas recovery industry, as
well as in other process industries, such as specialty chemicals, food and
beverage, pulp and paper and wastewater treatment. A progressing cavity pump
consists of a high-strength, single helix steel rod (called the rotor) which
rotates in a double-helix, elastomer-lined steel tube (called the stator). The
rotor generates positive displacement in the stator to deliver uniform fluid
flow at rates proportional to the rotational speed of the rotor.

         For the oil and gas recovery industry, the Company manufactures and
sells down-hole pumps and power sections used to drive the drilling element in
the drilling of wells. The ability of progressing cavity technology to be used
in severe pumping applications and also as a hydraulic motor has enabled the
Company to become a leader in the development of pumping and directional
drilling products. Moyno(R) down-hole pumps are used primarily to pump heavy
crude oil to the surface and for dewatering gas wells. Moyno(R) down-hole power
sections utilize progressing cavity technology to drive the drilling element in
oil and gas drilling.

         For other process industries, the Company markets a wide range of
progressing cavity pumps under the brand names Moyno(R) and R&M(R). Progressing
cavity pumps are versatile as they can be positioned at any angle and can
deliver flow in either direction, without modification or accessories. These
pumps are able to handle fluids ranging from high pressure water and
shear-sensitive materials to heavy, viscous, abrasive, solid-laden slurries and
sludges.

         Aftermarket products and services consist of replacement power
sections, relining of the elastomer component of down-hole pump stators and
replacement of rotors.

                                        6


<PAGE>   7




PRODUCTS                                               PRIMARY MARKETS SERVED
----------------------------------------------------------------------------
Moyno(R) Down-Hole Pumps                               Oil and Gas Recovery
Moyno(R) Power Sections for Down-Hole Motors           Food and Beverage
R&M(R) Positive Displacement Pumps                     Pulp and Paper
Moyno(R) Progressing Cavity Pumps                      Wastewater Treatment

                                                       Speciality Chemicals

         While the Company believes it is the world leader in the manufacture of
progressing cavity pumps, the market is highly competitive and includes many
different types of similar equipment and a significant number of competitors,
none of which is dominant. The Company is recognized for its high levels of
product quality and attention to customer requirements.

         Mixing and Turbine Agitation Equipment. The Company's industrial mixers
and turbine agitation equipment are used in a variety of applications, ranging
from simple storage tank agitation to critical applications in polymerization
and fermentation processes. Industrial mixers are sold under the Chemineer(R),
Valchem(R), Prochem(R) and Kenics(R) brand names.

         Chemineer(R) products include a line 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. The
Chemineer(R) line also includes top-entry turbine agitators with drive ranges
from one-half to five horsepower, designed for less demanding applications, and
a line of portable gear-driven and direct drive mixers, which can be clamp
mounted to tanks to handle batch mixing needs. The principal markets for
Chemineer(R) products are the specialty chemicals, pharmaceuticals, food and
beverage and wastewater treatment industries.

         Prochem(R) industrial mixers are principally belt-driven, side-entry
mixers used primarily in the pulp and paper, mining and mineral processing
industries. Kenics(R) mixers are continuous mixing and processing devices, with
no moving parts, which are used in specialized static mixing and heat transfer
applications.

         Aftermarket products and services consist of replacement parts, such as
impellers and gear boxes, as well as field service.

PRODUCTS                                              PRIMARY MARKETS SERVED
-------------------------------------------------------------------------------
Chemineer(R) Top-and Side Entry Mixers                Specialty Chemicals
Chemineer(R) Portable Mixers                          Wastewater Treatment
Valchem(R) Portable Mixers                            Food and Beverage
Kenics(R) Static Mixers & Heat Exchangers             Pharmaceuticals
Prochem(R) Top- and Side-Entry Mixers                 Pulp and Paper
Prochem(R) Specialty Mixers

         The mixer and agitation equipment industry is highly competitive. Three
companies account for a significant portion of domestic sales, but compete with
the numerous smaller

                                        7


<PAGE>   8



companies. The Company believes that Lightnin, a unit of General Signal
Corporation, has the largest share of the global market, with the Company being
number two in market share. The Company believes that its application
engineering know-how, diverse products, product quality and customer support
allow it to compete effectively in the market place.

         Related Products. The Company also manufactures and markets to the
process industries several products which complement its principal products.
These related products include engineered systems, fluoropolymer products and
valves.

         The Company's engineered systems group designs and sells fluid
heating/cooling systems used with reactor vessels to control fluid temperature
in the manufacture and processing of pharmaceuticals and speciality chemicals.
The engineered systems group also designs and sells fluid separators, known as
wiped film evaporators. The Company maintains a computer-controlled pilot plant
test facility for use by engineers from the Company and its customers to
determine and evaluate operating parameters in the production and processing of
pharmaceuticals, speciality chemicals and other products.

         The Company's Edlon(R) unit manufactures and markets fluoropolymer roll
covers and liners for process equipment, isostatically molded liners for pipe
and flowmeters and vessel and piping accessories. Edlon's(R) products are used
principally in the specialty chemicals industry to provide corrosion-resistant
environments and in the paper industry for release applications.

PRODUCTS                                      PRIMARY MARKETS SERVED
-----------------------------------------------------------------------------
Pfaudler(R)Engineered Systems                 Pharmaceuticals
Pfaudler(R)Wiped Film Evaporators             Specialty Chemicals
Edlon(R)Custom Linings & Coatings             Electronics
Edlon(R)Roll Covering Products                Pulp and Paper
Edlon(R)Fluoropolymer Products                Wastewater Treatment
RKL(R)Pinch Valves                 
RKL(R)Pressure Sensors             
                                   

SALES AND MARKETING

         The marketing and sales function in each of the Company's businesses
generally involves outside sales efforts supported by numerous internal sales
personnel, application engineers and, in many cases, the joint utilization of
the Company's test and development facilities by Company and customer engineers.
Distributors and manufacturers' representatives are supported by
Company-maintained regional offices and educational and training programs. The
specialized nature of the Company's products requires multiple methods of
distribution, depending upon product line and end-use application.

         Pfaudler(R) glass-lined reactor and storage vessels and accessories are
sold directly to end-users by a Company-employed direct sales force of
approximately 30 persons, approximately 20 of whom are based outside the United
States, and manufacturers' representatives. Pfaudler(R) is particularly focused
on continuing to develop preferred supplier relationships with major
pharmaceuticals companies as they continue to expand their production operations
in emerging markets.

                                        8


<PAGE>   9



         Chemineer(R) industrial mixers and agitation equipment are sold
directly through regional sales offices and through a network of approximately
125 domestic and 30 international manufacturers' representatives. The Company
maintains regional sales offices for such equipment in Dayton, Ohio, Houston,
Texas, Toronto, Canada, Singapore, Taiwan and China.

         Moyno(R) progressing cavity pumps (other than for oil and gas recovery
applications) are sold worldwide through approximately 55 domestic and 30
international distributors and 40 domestic and 15 international manufacturers'
representatives. The Company maintains 11 regional sales offices for this
equipment.

         Sales efforts for Moyno(R) down-hole pumps are directed by Company
product managers who work closely with the Company's principal domestic
distributor, which maintains approximately 90 outlets capable of handling pump
sales. Outside the U.S., down-hole pumps are directly sold by the Company.
Additional distributor relationships are currently being established for these
products in South America, the former Soviet Union, and the Pacific Rim.
Moyno(R) power sections for use in down-hole drilling are sold by a direct sales
force to motor manufacturers and oilfield service companies.

GENERAL

         At August 31, 1996, the Company's order backlog was $110.0 million
compared to $107.4 million at the beginning of the year. Within the next twelve
months, the Company expects to ship over 99% of the current backlog. Sales of
the Company's products are not subject to material seasonal fluctuations.

         Basic manufacturing raw materials are purchased from various domestic
and foreign vendors. 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.

         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 1996, the Company spent approximately $2.6 million on research
and development activities compared to $2.4 million and $1.4 million in 1995 and
1994, respectively.

         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, 1996, the Company had approximately 2,460 employees.
Approximately 910 employees were covered by collective bargaining agreements at
various locations. In February 1996, the Company entered into a new three-year
contract covering approximately 250 employees represented by the International
Union of United Automobile, Aerospace and Agricultural Implement Workers of
American (UAW) at the Company's Springfield, Ohio facility. The Company
considers labor relations at each of its locations to be good.

                                        9


<PAGE>   10



ITEM 2.           PROPERTIES

FACILITIES

         The Company's executive offices are located in Dayton, Ohio. The
executives offices are leased and occupy approximately 15,000 square feet. Set
forth below is certain information relating to the Company's principal operating
facilities.
<TABLE>
<CAPTION>

                                   SQUARE             PRODUCT MANUFACTURED OR
LOCATION                           FOOTAGE            OTHER USE OF FACILITY
----------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>                  
NORTH AND SOUTH AMERICA:
Rochester, New York                   500,000         Glass-lined vessels
Springfield, Ohio                     272,800         Progressing cavity pumps and pinch valves
Dayton, Ohio                          160,000 (1)     Turbine agitators and mixers
Houston, Texas                        110,000 (2)     Down-hole pumps and power sections
Mexico City, Mexico                   110,000         Glass-lined vessels
Taubate, Brazil                       100,000         Glass-lined vessels
Fairfield, California                  60,000         Down-hole pumps and power sections
Avondale, Pennsylvania                 50,000         Fluoropolymer products
North Andover, Massachusetts           30,000 (1)     Static mixers and heat exchangers
Sao Jose Dos Campos, Brazil            30,000         Air handlers
Rochester, New York                    10,000 (1)     Parts and field service for glass-lined vessels
EUROPE:
Schwetzingen, Germany                 400,000         Glass-lined vessels
Leven, Scotland                       240,000         Glass-lined vessels, and fluoropolymer products
Bilston, England                       50,000         Parts and reglassing for glass-lined vessels
Derby, England                         20,000 (1)     Turbine agitators and mixers
Petit-Rechain, Belgium                 15,000         Progressing cavity products
Kearsley, England                      14,000         Parts and field service for glass-lined vessels
Bolton, England                        14,000         Gaskets for glass-lined vessels
Southampton, England                   10,000 (1)     Assembly operation for progressing cavity pumps
ASIA:
Gujurat, India                        350,000 (3)     Glass-lined vessels
Suzhou, China                         150,000 (4)     Glass-lined vessels
Singapore                               5,000 (1)     Assembly operation for progressing cavity pumps

<FN>
(1) Leased facility.
(2) New facility scheduled to commence operations in January 1997.
(3) Facility of a 40%-owned affiliate.
(4) Facility of a 60%-owned subsidiary.

         At August 31, 1996, utilization of plants was approximately 95%.

                                       10
</TABLE>

<PAGE>   11



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.

                                       11


<PAGE>   12



EXECUTIVE OFFICERS OF THE REGISTRANT

         Maynard H. Murch IV, age 52, 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.

         Daniel W. Duval, age 60, has been President and Chief Executive Officer
of the Company and a director of the Company since December 3, 1986. Prior to
joining the Company, he was President and Chief Operating Officer of
Midland-Ross Corporation (a manufacturer of electrical, electronic and aerospace
products and thermal systems) having held various positions with that company
since 1960.

         Gerald L. Connelly, age 54, is 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 the Process Industries Group and 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.

         George M. Walker, age 59, is Vice President and Chief Financial Officer
of the Company, having been elected to that position in 1972. From 1968 to 1972,
he held various positions with the Company in the areas of finance and
accounting, including the position of Controller. Prior to 1968, he was employed
by the accounting firm of Ernst & Young LLP for eight years.

         Howard O. Royer, age 58, is Treasurer of the Company, having been
elected to that position on June 28, 1995. He had previously been employed by
the Company from 1975 to 1985, serving as Treasurer at the time of his
departure. Prior to rejoining the Company, he was employed by Nissan Motor
Manufacturing Corp., USA, most recently holding the position of Vice President,
Finance and Information Systems.

         Kevin J. Brown, age 38, is Corporate Controller of the Company, having
been elected to that position on December 12, 1995 after joining the Company on
October 10, 1995. Prior to joining the Company, he was employed by the
accounting firm of Ernst & Young LLP for fifteen years.

         Joseph M. Rigot, age 53, is Secretary and General Counsel of the
Company, having been elected to that position in 1990. He has been a partner
with the law firm of Thompson Hine & Flory L.L.P. Dayton, Ohio, for more than
five years.

         The term of office of all executive officers of the Company is until
the next Annual Meeting of Directors (December 11, 1996) or until their
respective successors are elected.

                                       12


<PAGE>   13



                                     PART II

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

         (A) The Company's common shares are traded on the NASDAQ/National
Market System under the symbol ROBN. The prices presented in the following table
are the high and low sales prices for the common shares for the periods
presented as reported in the National Market System.

<TABLE>
<CAPTION>

                                                                        Dividends
                                       High               Low                Paid
                                    ---------------------------------------------
Fiscal 1996
-----------
<S>                                 <C>               <C>                 <C>    
1st Quarter                         $17.500           $13.625             $.03750
2nd Quarter                          16.500            13.625              .04375
3rd Quarter                          23.500            14.750              .04375
4th Quarter                          26.500            21.000              .04375


Fiscal 1995
-----------
1st Quarter                         $10.250            $8.375             $.03750
2nd Quarter                          11.375             8.250              .03750
3rd Quarter                          14.250            10.375              .03750
4th Quarter                          14.375            12.500              .03750

         (B) As of October 22, 1996, the Company had 650 shareholders of record.
Based on requests from brokers and other nominees, the Company estimates there
are an additional 980 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. At August 31, 1996, $7,381,000 of retained
earnings was available for the payment of future dividends. With the new debt
agreement signed November 26, 1996, retained earnings available for the payment
of future dividends was reduced to approximately $3,905,000.

                                       13
</TABLE>

<PAGE>   14

<TABLE>
<CAPTION>


ITEM 6.      SELECTED FINANCIAL DATA
-------      -----------------------

FIVE YEAR FINANCIAL HIGHLIGHTS
<S>                                                                 <C>           <C>           <C>           <C>         <C>    
Robbins & Myers, Inc. and Subsidiaries
(in thousands except per share, shareholder and employee data)          1996      1995 (1)      1994 (1)         1993        1992
 Operating Results
     Net sales                                                      $350,964      $302,952      $121,647      $85,057     $75,588
     Gross profit                                                    119,030       101,304        44,981       32,761      30,080
     Operating expenses                                               80,272        74,234        28,733       22,171      19,365
     Operating income                                                 39,455        26,320        12,102        8,400       8,512
     Income before special items                                      20,338        11,825         6,355        6,178       7,873
     Special items, net of tax (2)                                     (813)         1,332             0      (8,018)           0
                                                                 -----------   -----------   -----------   ----------   ---------
     Net income (loss)                                               $19,525       $13,157        $6,355     $(1,840)      $7,873
                                                                 ===========   ===========   ===========   ==========   =========

     Depreciation and amortization                                   $13,877       $12,401        $4,594       $2,798      $2,442
     Capital expenditures                                             16,453        10,133         6,798        2,579       4,749
     Cash flow from operating activities                              32,060        33,017        14,601        7,533       6,487
     Ending backlog                                                  109,921       107,423        73,944       20,248      12,210

Financial Condition
     Total assets                                                   $300,340      $270,407      $258,130      $84,636     $74,318
     Total debt                                                       73,533        67,901        83,790          971         939
     Shareholders' equity                                             91,437        69,939        57,039       52,342      56,310
     Total capitalization                                            164,970       137,840       140,829       53,313      57,249

Performance Statistics
     Percent of net sales
          Gross profit                                                  33.9%         33.4%         37.0%        38.5%       39.8%
          Operating expenses                                            22.9          24.5          23.6         26.1        25.6
          Operating income                                              11.2           8.7           9.9          9.9        11.3
          Income before special items                                    5.8           3.9           5.2          7.3        10.4
          Net income                                                     5.6           4.3           5.2         (2.2)       10.4
     Debt as a % of total capitalization                                44.6          49.3          59.5          1.8         1.6
     Return on shareholders' equity (3)                                 25.2          18.6          11.6         11.4        14.9
     Price/earnings ratio at August 31                                12.5:1        11.3:1        15.5:1           NA      10.3:1

Per Share Data (4)
     Income (loss) per share, fully diluted:
          Before special items                                         $1.83         $1.09         $0.61        $0.59       $0.75
          Special items, net of tax (2)                                (0.07)         0.12          0.00        (0.76)       0.00
                                                                 -----------   -----------   -----------   ----------   ---------
          Net income (loss) per share                                  $1.76         $1.21         $0.61       ($0.17)      $0.75
                                                                 ===========   ===========   ===========   ==========   =========
     Shareholders' equity (book value)                                 $8.63         $6.72         $5.55        $5.14       $5.53
     Dividends declared                                               0.1688        0.1500        0.1438       0.1188      0.0938
     Market price of common stock
          High                                                       $26 1/2       $14 3/8       $10 3/8      $10 3/4     $10 3/4
          Low                                                         13 5/8         8 1/4         7 3/4        6 1/2       7 1/4
          Close                                                           22      13 23/32         9 3/8        9 3/8       7 3/4


Other Data
     Weighted average common shares outstanding, fully diluted (4)    11,107        10,874        10,504       10,514      10,498
     Number of shareholders (5)                                        1,632         1,520         1,098        1,295       1,370
     Number of employees                                               2,459         2,337         2,226          615         622


<FN>

Notes to Five-Year Financial Highlights
(1)  1995 reflects the acquisition of Pharaoh and Cannon and 1994 reflects the
     acquisition of Pfaudler, Chemineer and Edlon as discussed in the Business
     Acquisitions note.
(2) Special items are: 1996 and 1995 extinguishment of debt and 1993 cumulative effects of accounting changes.
(3) Calculated using Income Before Special Items.
(4) Prior year information adjusted to reflect 2 for 1 stock split effective July 31, 1996.
(5) As of October 22, 1996, the Company had 650 shareholders of record.  Based on requests from brokers and other nominees,
    the Company estimates there are an additional 980 shareholders.
</TABLE>

                                       14


<PAGE>   15



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

OVERVIEW

         Since June 1994, the Company has completed six acquisitions that have
significantly changed its business and financial profile. As a result of the
acquisitions, the Company accomplished critical elements of its strategy to
expand its capabilities to serve the fluids management needs of its customers on
a global basis. The results of the most significant of the acquired companies,
Pfaudler, Chemineer and Edlon, are included in the Company's results for all of
fiscal 1996 and 1995 and two months of fiscal 1994, which significantly impact
comparisons between fiscal 1995 and fiscal 1994.

         Sales to non-U.S. customers ranged from 40.0% to 45.0% of total Company
sales for fiscal 1996, 1995 and 1994. Profitability of the non-U.S. business
units of the Company was less than the U.S. business units. Operating income
(loss) as a percent of net sales for the non-U.S. business units increased to
10.1% for fiscal 1996 from 7.7% for fiscal 1995 and from (2.8)% for fiscal 1994.
The improvements were primarily the result of ongoing cost reduction programs.

         Changes in exchange rates for fiscal 1996, 1995 and 1994 did not
significantly impact sales and income levels of the Company. The Company's
significant non-U.S. operations have their local currency as their functional
currency and primarily buy and sell using the same currency. For significant
transactions that are in another currency, the Company hedges the risk of future
currency fluctuations through foreign currency forward contracts with major
financial institutions.

         The Company seeks to balance its mix of products and services and
maintain overall stability in its operating results principally through
increased levels of aftermarket sales, increased non-U.S. sales and end market
diversification. Aftermarket sales accounted for 35.0% of total Company sales
for fiscal 1996 and 38.0% for fiscal 1995. Sales into the specialty chemicals,
pharmaceuticals, oil and gas recovery, wastewater treatment and pulp and paper
markets are each at least 5.0% of total Company sales.

                                       15


<PAGE>   16



Results Of Operations

The following table presents the components of the Company's statement of income
as a percent of net sales for fiscal 1996, 1995 and 1994.

<TABLE>
<CAPTION>

                                                           Year Ended August 31,
                                                        1996             1995              1994
                                                ------------       ----------        ----------
<S>                                                    <C>              <C>               <C>    
Net sales                                              100.0%           100.0%            100.0%
Cost of sales                                           66.1             66.6              63.0
                                                ------------       ----------        ----------
Gross profit                                            33.9             33.4              37.0
Operating expenses                                      22.9             24.5              23.6
Other (income) expense                                 (0.2)              0.2               3.5
                                                ------------       ----------        ----------
Operating income                                        11.2              8.7               9.9
Interest expense                                         2.0              2.4               1.2
                                                ------------       ----------        ----------
Income before income taxes and
       special items                                     9.2              6.3               8.7
Income taxes                                             3.4              2.4               3.5
                                                ------------       ----------        ----------
Income before special items                              5.8              3.9               5.2
Special items, net of tax                               (0.2)             0.4               0.0
                                                ------------       ----------        ----------
Net income                                               5.6%             4.3%              5.2%
                                                ============       ==========        ==========
</TABLE>

         FISCAL 1996 COMPARED TO FISCAL 1995--Net sales of $351.0 million for
fiscal 1996 were 15.8% higher than for fiscal 1995 due primarily to strong
market demand for the Company's mixing, glass-lined vessels and oilfield
products. Net income of $19.5 million was 48.4% higher than for fiscal 1995.
Earnings per share of $1.76, fully diluted, were 45.5% higher than for fiscal
1995. Company backlog was $110.0 million at August 31, 1996, $2.6 million higher
than at August 31, 1995.

         The gross profit percent increased from 33.4% for fiscal 1995 to 33.9%
for fiscal 1996 due to higher sales volume and cost reduction programs
implemented by the Company.

         Operating expenses as a percent of net sales decreased from 24.5% for
fiscal 1995 to 22.9% for fiscal 1996 due to higher sales volume, the fixed
nature of certain of these expenses and cost reduction programs implemented
during the year.

         Profitability for fiscal 1996 was also increased from fiscal 1995 due
to continued improvements in the Company's non-U.S. businesses. These
improvements were due to cost reduction programs, including the consolidation of
Prochem production into the Chemineer facility.

         Other (income) expense for fiscal 1995 included a one-time write-off of
the Company's investment in Hazleton Environmental of $1.6 million, or 0.5% of
net sales. The Company has no further ongoing exposure to future losses related
to this investment. This category also includes income from joint ventures of
$2.0 million, or 0.6% of net sales for fiscal 1996, and $1.6 million, or 0.5% of
net sales for fiscal 1995. One of the joint ventures, Universal Glasteel
Equipment, commenced operations on March 1, 1995.

                                       16


<PAGE>   17



         Activities related to restructuring charges provided for fiscal 1994,
principally in connection with the acquisitions, were substantially completed
during fiscal 1996. Actual payments were consistent with original estimates in
total and by component.

         Interest expense decreased to $7.1 million for fiscal 1996 from $7.3
million for fiscal 1995 due to slightly lower average borrowings and interest
rates for fiscal 1996.

         The effective income tax rate was 37.0% for fiscal 1996 compared to
37.9% for fiscal 1995. The effective income tax rate for fiscal 1995 reflects
the nondeductibility of a portion of the write-off of the investment in Hazleton
Environmental. Deferred income tax assets of $7.3 million at August 31, 1996
primarily relate to U.S. operations. Future pretax income at fiscal 1996 levels
would be sufficient to realize these assets.

         The Company realized an extraordinary loss for fiscal 1996 of $0.8
million from the early extinguishment of $25.0 million of subordinated debt with
a book value of $23.6 million. The Company realized an extraordinary gain for
fiscal 1995 of $1.3 million related to the early extinguishment of $25.0 million
of subordinated debt with a book value of $22.3 million.

         FISCAL 1995 COMPARED TO FISCAL 1994--Net sales of $303.0 million for
fiscal 1995 were 150.4% higher than for fiscal 1994 due to the full year effect
of the acquired companies. Net income of $13.2 million was 107.0% higher than
for fiscal 1994. Earnings per share of $1.21, fully diluted, were 98.4% higher
than for fiscal 1994. The Company's businesses existing before the acquisitions
also experienced growth with net sales reaching $102.5 million, an increase of
11.0% over fiscal 1994, due mostly to strong market demand for the Company's
oilfield products.

         The gross profit percent decreased from 37.0% for fiscal 1994 to 33.4%
for fiscal 1995 as the acquired companies had lower gross profit percents than
the existing businesses.

         Operating expenses as a percent of net sales increased from 23.6% for
fiscal 1994 to 24.5% for fiscal 1995 as the acquired companies had higher
operating expenses as a percent of sales than the existing businesses.

         Profitability for fiscal 1995 was further impacted from fiscal 1994 as
the Company's non-U.S. businesses were less profitable than its U.S.
businesses. For fiscal 1995, the European businesses were affected primarily by
the German operation which accounted for 52% of European sales but was only
nominally profitable. A program for changing the way the Company conducts
business in Germany and the related cost structure was commenced during that
year. The lower rate of profitability for the other non-U.S. businesses was due
in part to their being start-up operations.

         Other (income) expense for fiscal 1995 included a one-time write-off of
the Company's investment in Hazleton Environmental of $1.6 million, or 0.5% of
net sales. Other (income) expense for fiscal 1994 included a restructure charge
of $2.6 million, or 2.1% of net sales, related to the consolidation of Prochem
production into the Chemineer facility.

         Interest expense increased to $7.3 million in fiscal 1995 from $1.5
million for fiscal 1994 due to borrowings to purchase the acquired companies on
June 30, 1994.

         The effective income tax rate was 37.9% for fiscal 1995 compared to
40.3% for fiscal 1994. The lower rate for fiscal 1995 reflects lower income tax
rates for certain of the non-U.S. operations which contributed a greater percent
of pretax income for fiscal 1995.

                                       17


<PAGE>   18



         In May 1995, the Company repurchased $25.0 million of subordinated debt
issued as a part of the consideration for the acquired companies. The
transaction generated an extraordinary gain of $1.3 million, or 0.4% of net
sales.

LIQUIDITY AND CAPITAL RESOURCES

         The Company anticipates capital expenditures of $24.0 million for
fiscal 1997. Included in this amount is approximately $5.0 million which will be
spent for a new Moyno Oilfield facility and related equipment in Houston, Texas.
The Company expects cash flow from operating activities to be adequate for
operating needs, including scheduled debt service, capital expenditures plans
and shareholder dividend requirements for fiscal 1997. There are no significant
restrictions on the Company's ability to transfer funds from its non-U.S.
subsidiaries to the Company.

         Cash flow from operating activities was $32.1 million for fiscal 1996.
This cash flow, supplemented by a $3.1 million reduction in available cash, was
used for capital expenditures of $16.5 million, to retire 3.8 million
outstanding stock appreciation rights for $18.8 million and to pay dividends of
$1.8 million.

         Cash flow from operating activities was $33.0 million for fiscal 1995.
This cash flow, supplemented by a $5.9 million reduction in available cash, was
used primarily for capital expenditures of $10.1 million, acquisitions of $12.9
million, net debt payments of $15.0 million and dividends of $1.5 million.

         The Company had $15.0 million available under its current bank credit
facility at August 31, 1996. The Company repaid $63.0 million of its bank
indebtedness in September 1996 with the net proceeds from the sale of $65.0
million of 6.5% Convertible Subordinated Notes due 2003 ("Notes"). After such
repayment, $44.0 million was available under its current bank credit facility.
If the Notes had been outstanding for all of fiscal 1996, the Company's fully
diluted earnings per share would have been reduced from $1.76 to $1.66.

         The Company has entered into negotiations with respect to a replacement
bank credit facility. The new agreement would provide for $150.0 million of
borrowings with certain terms more favorable than the current agreement. The
primary purpose of the facility is to finance the Company's acquisition growth
program.

         On November 26, 1996, an agreement was entered into on the new $150.0
million bank credit agreement. The terms of the new facility are generally 
more favorable than the prior facility.

                                       18


<PAGE>   19



ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------           -------------------------------------------
<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEET
Robbins & Myers, Inc. and Subsidiaries
($ in thousands)

                                                                                 August 31,
                                                                              1996               1995
                                                                       ------------      -------------
ASSETS
<S>                                                                        <C>               <C>    
Current Assets
    Cash and cash equivalents                                              $7,121            $10,210
    Accounts receivable, less allowances                                   51,158             49,415
    Inventories                                                            48,417             43,176
    Other current assets                                                    2,184              2,492
    Deferred taxes                                                          5,180              4,539
                                                                     ------------      -------------
          Total Current Assets                                            114,060            109,832
Goodwill                                                                   95,101             73,497
Other Intangible Assets                                                    13,068             13,573
Deferred Taxes                                                              2,101              4,522
Other Assets                                                                3,896              4,378
Net Property, Plant and Equipment                                          72,114             64,605
                                                                     ------------      -------------
                                                                         $300,340           $270,407
                                                                     ============      =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
    Accounts payable                                                      $25,478            $22,442
    Accrued expenses                                                       49,614             49,190
    Current portion long-term debt                                          1,348              6,067
                                                                     ------------      -------------
          Total Current Liabilities                                        76,440             77,699
Long-Term Debt - Less Current Portion                                      72,185             61,834
Other Long-Term Liabilities                                                60,278             60,935
Shareholders' Equity
    Common stock-without par value:
    Authorized shares-25,000,000
    Issued shares-10,868,002 (10,676,698 in 1995)                          26,617             22,654
    Treasury shares-270,610 (271,610 in 1995)                              (2,481)            (1,972)
    Retained earnings                                                      66,996             49,254
    Equity adjustment for foreign currency translation                        655                777
    Equity adjustment to recognize minimum pension liability                 (350)              (774)
                                                                     ------------       ------------
                                                                           91,437             69,939
                                                                     ------------       ------------
                                                                         $300,340           $270,407
                                                                     ============       ============
</TABLE>
See Notes to Consolidated Financial Statements

                                       19

<PAGE>   20

CONSOLIDATED INCOME STATEMENT
Robbins & Myers, Inc. and Subsidiaries
($ in thousands, except per share data)
<TABLE>
<CAPTION>

                                                              Years ended August 31,
                                                          1996             1995              1994
                                                 -------------    -------------    --------------

<S>                                                   <C>              <C>               <C>     
Net sales                                             $350,964         $302,952          $121,647
Cost of sales                                          231,934          201,648            76,666
                                                 -------------    -------------    --------------

Gross profit                                           119,030          101,304            44,981

Operating expenses                                      80,272           74,234            28,733
Other (income) expense                                   (697)              750             4,146
                                                 -------------    -------------    --------------

Operating income                                        39,455           26,320            12,102

Interest expense                                         7,076            7,287             1,457
                                                 -------------    -------------    --------------

Income before income taxes and
   extraordinary items                                  32,379           19,033            10,645

Income taxes                                            12,041            7,208             4,290
                                                 -------------    -------------    --------------

Income before extraordinary items                       20,338           11,825             6,355

Extraordinary items, net of income taxes:
   (Loss) gain on extinguishment of debt                 (813)            1,332                 0
                                                 -------------    -------------    --------------

Net income                                             $19,525          $13,157            $6,355
                                                 =============    =============    ==============

Income  per  share:
  Primary:
      Before extraordinary items                         $1.84            $1.09             $0.61
      Extraordinary items, net of taxes                 (0.07)             0.13              0.00
                                                 -------------    -------------    --------------
   Total                                                 $1.77            $1.22             $0.61
                                                 =============    =============    ==============

  Fully diluted:
      Before extraordinary items                         $1.83            $1.09             $0.61
      Extraordinary items, net of taxes                 (0.07)             0.12              0.00
                                                 -------------    -------------    --------------
   Total                                                 $1.76            $1.21             $0.61
                                                 =============    =============    ==============
</TABLE>

See Notes to Consolidated Financial Statements

                                       20


<PAGE>   21

<TABLE>
<CAPTION>



CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Robbins & Myers, Inc. and Subsidiaries
($ in thousands, except per share data)

                                                                                          Foreign       Minimum
                                                   Common     Treasury     Retained      Currency      Pension
                                                   Shares      Shares      Earnings     Translation    Liability       Total
                                                 ----------  -----------  -----------   ------------  ------------  -----------

<S>                                                 <C>         <C>           <C>               <C>         <C>         <C>    
Balance at September 1, 1993                        $21,298    ($1,810)       $32,776           $292        ($214)      $52,342
     Net income                                                                 6,355                                     6,355
     Cash dividends declared, $0.14 per share                                 (1,475)                                   (1,475)
     Stock options exercised, 110,400 shares            298                                                                 298
     Proceeds from sale of 24,976 shares
        to employee benefit plans                        61         176                                                     237
     Performance stock awards                            31                                                                  31
     Cost of 52,004 shares purchased                              (481)                                                   (481)
     Change in foreign currency translation                                                     (81)                       (81)
     Change in minimum pension liability                                                                     (187)        (187)
                                                 ----------  -----------  -----------   ------------  ------------  -----------

Balance at August 31, 1994                           21,688     (2,115)        37,656            211         (401)       57,039
     Net income                                                                13,157                                    13,157
     Cash dividends declared, $0.15 per share                                 (1,559)                                   (1,559)
     Stock options exercised, 92,200 shares             290                                                                 290
     Proceeds from sale of 26,110 shares
        to employee benefit plans                        73         195                                                     268
     Performance stock awards                           603                                                                 603
     Cost of 3,710 shares purchased                                (52)                                                    (52)
     Change in foreign currency translation                                                      566                        566
     Change in minimum pension liability                                                                     (373)        (373)
                                                 ----------  -----------  -----------   ------------  ------------  -----------
Balance at August 31, 1995                           22,654     (1,972)        49,254            777         (774)       69,939
     Net income                                                                19,525                                    19,525
     Cash dividends declared, $0.17 per share                                 (1,783)                                   (1,783)
     Stock options exercised, 113,066 shares            410                                                                 410
     Proceeds from sale of 40,344 shares
        to employee benefit plans                       295         370                                                     665
     Performance stock awards                         1,050                                                               1,050
     Retirement of SAR's for common stock             1,700                                                               1,700
     Cost of 39,344 shares purchased                              (879)                                                   (879)
     Tax benefits of stock options exercised            508                                                                 508
     Change in foreign currency  translation                                                   (122)                      (122)
     Change in minimum pension liability                                                                       424          424
                                                 ---------- -----------   -----------   ------------  ------------  -----------

Balance at August 31, 1996                          $26,617    ($2,481)       $66,996           $655        ($350)      $91,437
                                                 ========== ===========   ===========   ============  ============  ===========
</TABLE>

See Notes to Consolidated Financial Statements


                                       21
<PAGE>   22

STATEMENT OF CONSOLIDATED CASH FLOWS
Robbins & Myers, Inc. and Subsidiaries
($ in thousands)

<TABLE>
<CAPTION>

                                                                                    Years Ended August 31,
                                                                                  1996           1995           1994
                                                                           -----------    -----------    -----------

OPERATING ACTIVITIES:
<S>                                                                            <C>            <C>             <C>   
    Net income                                                                 $19,525        $13,157         $6,355
    Adjustment required to reconcile net income to net cash
      and cash equivalents provided by operating activities:
          Depreciation                                                           9,382          8,549          3,761
          Amortization                                                           4,495          3,852            833
          Deferred taxes                                                         (220)          (800)          (523)
          Equity income from unconsolidated investments                          (400)          (944)           (80)
          Loss (gain) on extinguishment of debt                                  1,355        (2,183)              0
          Performance stock awards                                               1,050            603              0
    Changes in operating assets and liabilities - excluding the effects of the
      purchase of Pharaoh and Cannon and Pfaudler, Chemineer, and Edlon
          Accounts receivable, less allowances                                 (1,804)        (7,204)             89
          Inventories                                                          (5,302)        (1,571)          2,435
          Other current assets                                                     308          2,236        (1,436)
          Other assets                                                             868            659          1,729
          Accounts payable                                                       3,036          5,273          (128)
          Accrued expenses                                                         424          9,605            549
          Other long-term liabilities                                            (657)          1,785          1,017
                                                                           -----------    -----------    -----------
    Net cash and cash equivalents provided by operating activities              32,060         33,017         14,601

INVESTING ACTIVITIES:
    Capital expenditures, net of nominal disposal                             (16,453)       (10,133)        (6,798)
    Purchase of marketable securities                                                0              0       (29,796)
    Proceeds from sale of marketable securities                                      0              0         52,860
    Purchase of Pfaudler, Chemineer and Edlon                                        0              0       (96,725)
    Purchase of Pharaoh and Cannon                                                   0       (12,898)              0
    Other                                                                            0              0          (700)
                                                                           -----------    -----------    -----------
    Net cash and cash equivalents used for investing activities               (16,453)       (23,031)       (81,159)

FINANCING ACTIVITIES:
    Proceeds from debt borrowings                                               92,565         67,375        113,805
    Payments of long-term debt                                                (90,781)       (82,205)       (31,200)
    Retirement of SAR's and other acquisition costs                           (19,401)              0              0
    Proceeds from sale of common stock                                           1,583            534            580
    Purchase of common stock                                                     (879)              0          (495)
    Dividends paid                                                             (1,783)        (1,559)        (1,475)
                                                                           -----------    -----------    -----------
    Net cash and cash equivalents (used) provided by financing activities     (18,696)       (15,855)         81,215
                                                                           -----------    -----------    -----------
(Decrease) increase in cash and cash equivalents                               (3,089)        (5,869)         14,657
Cash and cash equivalents at beginning of year                                  10,210         16,079          1,422
                                                                           -----------    -----------    -----------
Cash and cash equivalents at end of year                                        $7,121        $10,210        $16,079
                                                                           ===========    ===========    ===========
</TABLE>

See Notes to Consolidated Financial Statements

                                       22


<PAGE>   23



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Robbins & Myers, Inc. and Subsidiaries

SUMMARY OF ACCOUNTING POLICIES
Consolidation
The consolidated financial statements include accounts of the Company and its
wholly-owned subsidiaries. All significant inter-company accounts and
transactions have been eliminated upon consolidation. All of the Company's
operations are conducted in the fluids management industry.

Use Of Estimates
The preparation of financial statements in conformity with general accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the consolidated financial statements and
accompanying notes. Actual results could differ from those estimated.

Accounts Receivable
Accounts receivable are stated net of allowances for doubtful accounts totaling
$1,195,000 and $1,260,000 at August 31, 1996 and 1995, respectively. Accounts
receivable relate primarily to customers located in North America and Western
Europe and are concentrated in the chemical, pharmaceutical and oil and gas
industries. To reduce credit risk, the Company performs credit investigations
prior to accepting an order and, when necessary, requires letters of credit to
insure payment.

Inventories
Domestic inventories are stated at the lower of cost or market determined by the
last-in, first-out (LIFO) method. At August 31, 1996 and 1995, the difference
between estimated current replacement cost and the stated LIFO value was
approximately $5,947,000 and $7,436,000 respectively.

Non-U.S. inventories are reported on the first-in, first-out (FIFO) method 
and amounted to $25,052,000 and $23,226,000 at August 31, 1996 and 1995, 
respectively.

At August 31, inventories consisted of the following:

<TABLE>
<CAPTION>

                                                  1996                 1995
                                        --------------       --------------
                                                  (In thousands)

<S>                                            <C>                  <C>    
Finished products                              $12,424              $13,743
Work in process                                 18,249               15,149
Raw materials                                   17,744               14,284
                                        --------------       --------------
                                               $48,417              $43,176
                                        ==============       ==============
</TABLE>


Goodwill And Other Intangible Assets
Goodwill is the excess of the purchase price paid over the value of net assets
of businesses acquired. Amortization expense is calculated on a straight-line
basis over forty years. The carrying value of goodwill is reviewed quarterly if
the facts and circumstances suggest that it may be permanently impaired. If the
review indicates that goodwill will not be recoverable, as determined by the
undiscounted cash flow method, the asset will be reduced to its estimated
recoverable value.

                                       23

<PAGE>   24




At August 31, other intangible assets consisted of the following:

<TABLE>
<CAPTION>

                                                1996                 1995
                                     ---------------       --------------
                                                (In thousands)

<S>                                             <C>                <C>   
Patents                                         $939               $1,019
Non-compete agreements                         4,546                5,401
Financing costs                                  152                  396
Acquisition costs                              3,937                3,515
Pension intangible                             3,494                3,242
                                     ---------------       --------------
                                             $13,068              $13,573
                                     ===============       ==============
</TABLE>


Accumulated amortization of goodwill and other intangible assets totaled
$7,503,000 and $3,904,000 at August 31, 1996 and 1995, respectively.
Amortization is calculated on the straight-line basis using the following lives:

Patents                                               14 to 17 years
Non-compete agreements                                  3 to 5 years
Financing costs                                              5 years
Acquisition costs                                           40 years

Property, Plant And Equipment
Property, plant and equipment are stated at cost. Depreciation expense is
recorded over the estimated useful life of the asset on the straight-line method
using the following lives:

Land improvements                                           20 years
Buildings                                                   40 years
Machinery & equipment                                  3 to 15 years

The Company's normal policy is to charge repairs and improvements made to
capital assets to expense as incurred. In limited circumstances, major building
repairs are capitalized and amortized over the estimated life of the new asset
and any remaining value of the old asset is written off. Repairs to machinery
and equipment must result in an addition to the useful life of the asset before
the costs are capitalized.

At August 31, property, plant and equipment consisted of the following:
<TABLE>
<CAPTION>

                                                1996                 1995
                                    ----------------       --------------
                                               (In thousands)

<S>                                          <C>                   <C>   
Land and improvements                        $10,699               $9,732
Buildings                                     24,095               20,182
Machinery & equipment                         77,867               69,255
                                    ----------------       --------------
                                             112,661               99,169
Less accumulated depreciation                 40,547               34,564
                                    ----------------       --------------
                                             $72,114              $64,605
                                    ================       ==============
</TABLE>


                                       24


<PAGE>   25



Equity Investments
The Company owns 40% of Gujarat Machinery Manufacturers, Ltd. (GMM). GMM is
located in India and manufactures and markets glass-lined reactor and storage
vessels, parts and services, primarily for the Indian market. In addition, the
Company owns 50% of Universal Glasteel Equipment (UGE) located in Robbinsville,
New Jersey. UGE is a supplier of used and reconditioned glass-lined storage and
reactor vessels. The Company uses the equity method of accounting for these
investments, the net investments at August 31, 1996 and 1995 of $2,836,000 and
$2,980,000, respectively, are included in other assets in the Consolidated
Balance Sheet.

Foreign Currency Accounting
Gains and losses resulting from the settlement of a transaction in a currency
different from that used to record the transaction are charged or credited to
operations when incurred. Adjustments resulting from the translation of foreign
financial statements into U.S. dollars are recognized as a separate component of
shareholders' equity for all foreign units except those located in Brazil and
Mexico. The U.S. dollar is the functional currency for the Brazilian and Mexican
units. As a result, translation gains and losses for these operations are
reflected in net income.

Product Warranty
Provision for product warranty is recognized as a liability at the time of sale
based on the historical relationship of warranty expense to sales. Actual
payments of warranty claims are charged against the liability as incurred. The
liability is reviewed quarterly and adjusted as necessary.

Research And Development
Research and development expenditures are expensed as incurred and amounted to
approximately $2,602,000, $2,403,000 and $1,363,000 for the years ended August
31, 1996, 1995 and 1994, respectively.

Income Taxes
Income taxes are provided for all items included in the Consolidated Income
Statement regardless of the period when such items are reported for income tax
purposes. Deferred income taxes reflect the net effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.

The Company's policy is to provide U.S. income taxes on current non-U.S. income 
which the Company remits to the U.S.  The Company does not provide U.S. income 
taxes on the remaining undistributed non-U.S. income, as it is the Company's 
intention to maintain its investments in these operations.

Income Per Share
All income per share amounts are based on the weighted average number of shares
outstanding during the year plus the dilutive effect of common stock
equivalents. The stock appreciation rights granted in connection with the prior
year acquisitions of Pfaudler, Chemineer and Edlon have been excluded from the
calculation of income per share. See the Common Stock note for additional
information.

Statement Of Consolidated Cash Flows
Cash and cash equivalents consist of working cash balances and temporary
investments having an original maturity of 90 days or less.

In 1996 the Company recorded the following non-cash investing and financing
transactions: $2,000,000 increase in goodwill and decrease in deferred taxes
related to purchase entry adjustments, $1,700,000 increase in goodwill and
common stock related to the retirement of

                                       25


<PAGE>   26



certain of the stock appreciation rights with the issuance of stock (see Common
Stock and Business Acquisitions notes) and $1,625,000 increase in goodwill and
long-term debt related to earn-out provisions of the Pharaoh acquisition (see
Business Acquisitions note).

Fair Value Of Financial Instruments
The following methods and assumptions were used by the Company in estimating the
fair value of financial instruments:

         Current portion long-term debt - The amounts reported approximate the
         market value of similar instruments.

         Equity investments and current portion long-term debt - The amounts
         reported are consistent with the terms, interest rates and maturities
         currently available to the Company for similar debt instruments.

         Interest swap agreements - The amounts reported are consistent with
         values at which they could be settled, based upon dealer estimates.

         Foreign exchange contracts - The amounts reported are estimated using
         quoted market prices for similar instruments.

BUSINESS ACQUISITIONS

On March 1, 1995, the Company acquired Cannon and Pharaoh for cash and
subordinated notes totaling $12,898,000. Cannon, located in Bilston, England,
sells new and reconditioned glass-lined reactor vessels. Pharaoh, located in
Rochester, New York, is a supplier of replacement parts and services for
glass-lined process equipment. At the same time, the Company entered into a
partnership with a major supplier of used process equipment to supply used and
reconditioned glass-lined vessels worldwide. During 1996, a contingent earn-out
payment of $1,625,000 was earned and recorded as an increase to long-term debt
and goodwill. At August 31, 1996, there remains approximately $3,000,000 that
may be due under the earn-out provisions of the purchase contract.

On June 30, 1994, the Company completed the acquisition of the Pfaudler,
Chemineer and Edlon business units for approximately $117,045,000. The funds
used for the acquisition were provided by a combination of cash on hand, bank
debt of $52,000,000 and subordinated notes of $43,576,000, net of discount,
issued to the seller. In addition to the cash and subordinated notes, the
seller also received certain stock appreciation rights ("SAR's") as further
described in the Common Stock note. In 1996, these SAR's were exercised for a
total of $20,588,000, primarily paid in cash with proceeds from the Company's
long-term revolving credit agreement. These transactions resulted in goodwill
of $71,225,000 in 1994 and an additional $22,588,000 in 1996 upon the exercise
of the SAR's and purchase accounting adjustments. Pfaudler is the foremost
worldwide manufacturer of glass-lined chemical reactor and storage vessels.
Chemineer is a leading producer of industrial mixing and agitation equipment
and Edlon designs and fabricates engineered Teflon(R) products and coatings.
This acquisition was accounted for under the purchase method and, accordingly,
the purchase price was allocated to the assets acquired and liabilities assumed
based on their fair values on the dates of the respective transactions.

The operating results of the acquired businesses have been included in
consolidated operating results since the dates of each acquisition. The
following unaudited pro-forma summary presents the results of operations of the
Company combined with the results of Pfaudler, Chemineer and Edlon as if the
acquisition of the business units had occurred by the beginning of 1994. In
preparing the pro-forma data, certain adjustments have been made to historical
operating results,

                                       26


<PAGE>   27



including increased interest expense resulting from the new debt structure,
amortization of intangible assets and the related income tax effects. The
pro-forma data excludes business restructure provisions recorded at Pfaudler of
$8,100,000 in 1994. This summary does not necessarily reflect the results of
operations as they would have been had the acquisitions occurred by the
beginning of 1994, nor is it necessarily indicative of future operating results.

<TABLE>
<CAPTION>

                                                                                         1994
                                                                           ------------------
                                                        (In thousands, except per share data)

<S>                                                                      <C>           <C>   
Net sales                                                                              $261,090
Income before extraordinary items                                                         4,388
Income per share before extraordinary items:
      Primary and fully diluted                                                            $.42

</TABLE>

ACCRUED EXPENSES
At August 31, accrued expenses consisted of the following:

<TABLE>
<CAPTION>
                                                                            1996           1995
                                                                     -----------    -----------
                                                                           (In thousands)
<S>                                                                      <C>           <C>   
Customer advances                                                        $12,426         $9,531
Salaries, wages, payroll taxes and withholdings                            9,799          9,158
Federal income taxes                                                       5,190          4,197
Warranty costs                                                             3,642          3,040
Pension benefits                                                           2,670          2,373
Business restructure costs                                                 1,624          3,712
Medical and workers' compensation benefits                                 1,211          3,351
All other items                                                           13,052         13,828
                                                                     -----------    -----------
                                                                         $49,614        $49,190
                                                                     ===========    ===========

</TABLE>

LONG-TERM DEBT AND SUBSEQUENT EVENT

Effective September 23, 1996, the Company completed the sale of $65,000,000 of 6
1/2% Convertible Subordinated Notes Due 2003 ("Notes"). The net proceeds of
approximately $63,000,000 (after underwriters' discount and expenses) from this
sale were used to repay term and revolving credit loans under the Company's
senior debt agreements bearing interest at 8.0%. The Notes are not common stock
equivalents and will not impact primary income per share. However, on a fully
diluted basis, pro-forma net income per share for 1996 would have been $1.66,
assuming the Notes were outstanding for the entire year, compared to the $1.76
reported.

The Notes are due on September 1, 2003, and bear interest at 6 1/2%, payable
semi-annually on March 1, and September 1, commencing on March 1, 1997. The
notes 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 conversion
at any time after September 1, 1999, at a redemption price ranging from 103.25%
in 1999 to 100% in 2001. The Notes are subordinated to all other current
indebtedness of the Company.

                                       27


<PAGE>   28



Assuming the Notes had been issued at August 31, 1996, long-term debt would be
as follows:

<TABLE>
<CAPTION>

                                                          (In thousands)

<S>                                                            <C>     
Senior debt                                                    $  3,250
Senior subordinated debt:
  Face amount, less discount of $156                              5,283
6 1/2% Convertible Subordinated Notes                            65,000
                                                         --------------
Total debt                                                       73,533
Less current portion                                              1,348
                                                         --------------
                                                                $72,185
                                                         ==============

</TABLE>


At August 31, 1996, the Company had senior debt outstanding under an agreement
with two Ohio banks. The agreement consists of a term loan and a revolving
credit arrangement. Any amounts outstanding under the term loan portion of the
agreement are payable in quarterly installments through 2001, beginning in
September 1997. During 1996, the Company amended the agreement and increased the
amount the Company can borrow to $100,000,000. After the proceeds from the Notes
were used to repay senior debt, $44,000,000 was available for additional
borrowings. The agreement does not require compensating balances; however, a
nominal commitment fee is paid on the unused portion. The interest rate is
variable based upon Prime or a formula tied to LIBOR rates. At August 31, 1996,
the interest rate for the amounts indicated above was 6.97%. The agreement is
secured by all domestic assets except land and buildings and includes certain
restrictive covenants which include, among other things, minimum requirements
for tangible net worth, working capital, additional debt, debt service coverage
and payment of cash dividends. At August 31, 1996, $7,381,000 of retained
earnings is available for future dividends.

During the fourth quarter of 1996, $25,000,000 of senior subordinated debt with
a book value of $23,300,000 was retired and the Company recorded an
extraordinary loss of $1,355,000 ($813,000 after taxes or $.07 per share).
During the third quarter of 1995, the Company recorded an extraordinary gain of
$2,183,000 ($1,332,000 after taxes or $.13 per share) in connection with the
early retirement of another $25,000,000 of senior subordinated debt with a book
value of $22,300,000.

The Company has additional subordinated debt with a face amount of $5,447,000
which has been discounted at normal market rates yielding a discount of $156,000
at August 31, 1996. The debt is payable in annual installments on February 28 of
each year through 1999.

Aggregate principal payments of long-term debt, assuming the Notes had been
issued at August 31, 1996, for the five years subsequent to August 31, 1996, are
as follows:

                                       28


<PAGE>   29

<TABLE>
<CAPTION>



                                                       (In thousands)
<S>                                                          <C>     
1997                                                         $  1,348
1998                                                            4,884
1999                                                            2,301
2000                                                                0
2001                                                                0
Thereafter                                                     65,000
                                                       --------------
Total                                                         $73,533
                                                       ==============
</TABLE>

Interest paid on all outstanding debt amounted to $7,083,000 in 1996, $6,753,000
in 1995 and $1,457,000 in 1994.

RETIREMENT PLANS

The Company sponsors three defined contribution plans covering most salaried
employees and certain U.S. hourly employees. Contributions are made to the plans
based on a percentage of eligible amounts contributed by participating
employees.

The Company also has several defined benefit plans covering all U.S. employees
and certain non-U.S. employees. Plans covering salaried employees provide
benefits based on years of service and employees' compensation. Plans covering
hourly employees generally provide benefits of stated amounts for each year of
service. The Company's funding policy is consistent with the funding
requirements of applicable federal regulations. At August 31, 1996 and 1995
pension assets were invested in short and long-term interest bearing obligations
and equity securities, including 238,000 shares of the Company's common stock.

Retirement plan costs for the above plans include the following components:

<TABLE>
<CAPTION>

                                                                1996                1995                 1994
                                                  ------------------       -------------      ---------------
Defined benefit plans:                                                     (In thousands)
<S>                                                           <C>                 <C>                  <C>   
  Service cost - benefits earned during
       the period                                             $2,292              $2,134               $1,128
  Interest cost on projected benefit
       obligation                                              3,692               3,460                2,875
  Actual return on assets                                    (6,560)             (5,242)              (1,167)
  Net amortization and deferral                                3,198               2,167              (1,865)
                                                  ------------------       -------------      ---------------
  Total                                                        2,622               2,519                  971
Defined contribution plans                                     1,180                 477                  327
                                                  ------------------       -------------      ---------------
                                                              $3,802              $2,996              $ 1,298
                                                  ==================       =============      ===============
</TABLE>

The increase in 1995 costs over the previous year is due primarily to the
inclusion in 1995 of a full year's expense for Pfaudler, Chemineer and Edlon
compared with two months in 1994.

                                       29


<PAGE>   30


The funded status of U.S. defined benefit plans at August 31, 1996 and 1995 was
as follows:
<TABLE>
<CAPTION>

                                                                        Assets Exceed                Accumulated
                                                                          Accumulated                   Benefits
                                                                             Benefits              Exceed Assets
                                                                                 1996                       1996
                                                             ------------------------       --------------------
Actuarial present value of:                                                      (In thousands)
<S>                                                                           <C>                        <C>    
    Vested benefit obligation                                                 $15,157                    $34,320
    Accumulated benefit obligation                                             15,787                     37,433
    Projected benefit obligation                                               19,383                     37,433
Plan assets at fair market value                                               18,299                     29,882
                                                             ------------------------       --------------------
Plan assets less than projected
    benefit obligation                                                         (1,084)                    (7,551)
Unrecognized net loss (gain)                                                      700                       (348)
Unrecognized prior service cost                                                 1,064                      3,514
Unrecognized net (asset) obligation year end                                     (370)                       333
Adjustment to recognize minimum liability                                           0                     (3,845)
                                                             ------------------------       --------------------
Net pension asset (liability) recognized in the
    Consolidated Balance Sheet                                                   $310                    ($7,897)
                                                             ========================       ====================

<CAPTION>
                                                                        Assets Exceed                Accumulated
                                                                          Accumulated                   Benefits
                                                                             Benefits              Exceed Assets
                                                                                 1995                       1995
                                                             ------------------------       --------------------
Actuarial present value of:                                                      (In thousands)
    Vested benefit obligation                                                 $15,207                    $31,109
    Accumulated benefit obligation                                             15,849                     33,824
    Projected benefit obligation                                               19,177                     33,830
Plan assets at fair market value                                               16,456                     25,589
                                                             ------------------------       --------------------
Plan assets less than projected
    benefit obligation                                                         (2,721)                    (8,241)
Unrecognized net loss                                                           2,273                         65
Unrecognized prior service cost                                                 1,169                      2,826
Unrecognized net (asset) obligation year end                                     (432)                       416
Adjustment to recognize minimum liability                                           0                     (4,016)
                                                             ------------------------       --------------------
Net pension asset (liability) recognized in the
    Consolidated Balance Sheet                                              $     289                    ($8,950)
                                                             ========================       ====================

</TABLE>

                                       30


<PAGE>   31


The projected benefit obligation was determined using a discount rate of 7% and
weighted average pay increases of 6 3/4% in 1996 and 1995. The assumed long-term
rate of return on plan assets is 9 1/2% in 1996 and 1995 and 10% in 1994.

The following tables describe the amount recognized in the consolidated
financial statements relating to Pfaudler's unfunded German pension plan as of
the actuarial valuation dates at August 31, 1996 and August 31, 1995.

Net pension cost for this plan includes the following components:
<TABLE>
<CAPTION>

                                                                       1996               1995
                                                              -------------       -------------
                                                                       (In thousands)
<S>                                                              <C>                 <C>    
Service cost                                                           $558                $550
Interest cost                                                         2,269               2,231
                                                              -------------       -------------
Net pension cost                                                     $2,827              $2,781
                                                              =============       =============

</TABLE>

The status of this plan at the actuarial valuation dates of August 31, 1996 and
1995 was as follows:

<TABLE>
<CAPTION>
                                                                       1996                1995
                                                          -----------------       -------------
                                                                        (In thousands)
<S>                                                              <C>                 <C>    
Actuarial present value of:
    Vested benefit obligation                                       $28,610             $28,231
    Accumulated benefit obligation                                   29,021              28,636
    Projected benefit obligation                                     32,062              31,746
Plan assets at fair market value*                                         0                   0
                                                          -----------------      --------------
 Plan assets less than projected benefit
   obligation                                                       (32,062)            (31,746)
Unrecognized net actuarial gain                                      (1,496)              ( 966)
                                                          -----------------      --------------
Pension liability recognized in the
   Consolidated Balance Sheet                                      ($33,558)           ($32,712)
                                                          =================      ==============


<FN>

*Funding of pension obligations is not permitted in Germany
</TABLE>

The projected benefit obligation for this plan was determined using a discount
rate of 7 1/4% and weighted average pay increases of 4%. Pension payments are
paid from funds generated by operations and were $1,698,000 in 1996 and
$1,602,000 in 1995.

The Company also sponsors several other non-U.S. defined benefit plans primarily
in the U.K., which are immaterial in the aggregate.

                                       31


<PAGE>   32



OTHER POSTRETIREMENT BENEFITS

In addition to pension benefits, the Company provides health care and life
insurance benefits for certain of its retired U.S. employees. The Company's
policy is to fund the cost of these benefits as claims are paid. The Company's
accumulated postretirement benefit obligation includes the following components
at August 31:

<TABLE>
<CAPTION>
                                                                                1996                 1995
                                                                       -------------       --------------
                                                                               (In thousands)
<S>                                                         <C>              <C>                  <C>   
Retirees                                                                     $14,173              $13,988
Active employees                                                               3,918                3,680
Unrecognized net loss                                                            200                    0
Unrecognized prior service cost                                              (1,286)                    0
                                                                       -------------       --------------
                                                                             $17,005              $17,668
                                                                       =============       ==============

Net periodic postretirement benefit cost includes the following components:

                                                              1996              1995                1994
                                                     -------------       -----------      --------------
                                                                       (In thousands)
Interest cost                                               $1,228            $1,237              $1,100
Service cost                                                   138                93                  87
Net amortization                                               463                10                   0
                                                     -------------       -----------      --------------
                                                            $1,829            $1,340              $1,187
                                                     =============       ===========      ==============
</TABLE>

The rate of increase in per capita health care costs is assumed to be 7% in
1997, decreasing to 6% in 1998 and thereafter. The rate of increase in health
care costs has a significant effect on the amounts reported. Each one percentage
point change in the rate of increase would change the accumulated postretirement
benefit obligation at August 31, 1996, by approximately $470,000 and increase
net periodic postretirement benefit cost by approximately $35,000.

The discount rate used in determining the accumulated postretirement benefit
obligation was 7% in 1996 and 1995.

OTHER LONG-TERM LIABILITIES
The following items are included in other long-term liabilities at August 31:
<TABLE>
<CAPTION>

                                                            1996                 1995
                                                    ------------       --------------
                                                             (In thousands)
<S>                                                       <C>                 <C>    
German pension liability                                  32,328              $31,478
Other postretirement benefits                             15,005               15,276
U.S. pension liability                                     5,988                7,347
Casualty insurance reserves                                4,358                5,612
All other items                                            2,599                1,222
                                                    ------------       --------------
                                                         $60,278              $60,935
                                                    ============       ==============
</TABLE>
                                       32
<PAGE>   33

INCOME TAXES

Deferred income taxes reflect the net effects of temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes. Significant components of the
Company's deferred tax position are as follows: 

<TABLE>
<CAPTION>

                                                                          1996               1995
                                                              ----------------      -------------
                                                                           (In thousands)

Deferred tax benefits:
<S>                                                                     <C>                <C>   
       Postretirement benefit obligations                               $6,802             $6,863
       Capital loss carryforward                                         1,231              1,231
       Non-U.S. tax loss carryforward and
          restructuring charges                                          3,810              2,822
       Warranty reserve                                                  1,916              1,216
       Pension benefits                                                  1,282              1,627
       Other items - net                                                 3,925              3,532
                                                              ----------------       ------------
                                                                        18,966             17,291
       Less valuation allowance                                          4,031              2,853
                                                              ----------------       ------------
                                                                        14,935             14,438
Deferred tax liabilities:
       Tax depreciation in excess of book depreciation                   3,519              2,725
       Goodwill and purchased asset basis differences                    3,146              2,480
       Other items - net                                                   989                172
                                                              ----------------       ------------
                                                                         7,654              5,377
                                                              ----------------       ------------

       Net deferred tax benefit                                         $7,281             $9,061
                                                              ================      =============
</TABLE>

Included in the 1996 valuation allowance for deferred tax benefits is $2,900,000
relating to non- U.S. tax loss carryforwards ($1,622,000 in 1995).

The provision for U.S., non-U.S. and U.S. state income taxes charged to 
operations is as follows:

                                       33


<PAGE>   34



<TABLE>
<CAPTION>

                                                                  1996               1995               1994
                                                        --------------       ------------       ------------
Current:                                                                     (In thousands)
<S>                                                             <C>                <C>                <C>   
       U.S. federal                                             $8,222             $5,021             $4,100
       Non-U.S.                                                  2,092              2,007                337
       U.S. state                                                1,362                980                598
                                                        --------------       ------------       ------------
                                                                11,676              8,008              5,035
Deferred:
       U.S. federal                                              (644)                366               (40)
       Non-U.S.                                                  1,101            (1,218)              (700)
       U.S. state                                                 (92)                 52                (5)
                                                        --------------       ------------       ------------
                                                                   365              (800)              (745)
                                                        --------------       ------------       ------------
                                                               $12,041             $7,208             $4,290
                                                        ==============       ============       ============
</TABLE>

A summary of the differences between the effective income tax rate attributable
to operations and the statutory rate is as follows:
<TABLE>
<CAPTION>

                                                                   1996                1995                 1994
                                                     ------------------       -------------      ---------------
<S>                                                               <C>                 <C>                  <C>  
U.S. statutory rate                                               35.0%               35.0%                35.0%
U.S. state income taxes, net of
       U.S. federal tax benefit                                    3.5                 3.5                  3.7
Other items - net                                                 (1.5)                (.6)                 1.6
                                                     ------------------       -------------      ---------------
                                                                  37.0%               37.9%                40.3%
                                                     ==================       =============      ===============
</TABLE>


Income taxes paid in 1996, 1995 and 1994 were $9,743,000, $3,007,000 and
$3,299,000, respectively. The Company also has a Belgian tax loss carryforward
of approximately $3,300,000, a Canadian tax loss carryforward of approximately
$3,000,000 and a German tax loss carryforward of approximately $3,450,000 for
corporation tax purposes and $7,560,000 for trade tax purposes. For financial
reporting purposes, a valuation allowance was deducted for a portion of the
deferred tax benefit related to the German and Canadian tax loss carryforwards.
The Canadian carryforward, if unused, will expire in future years beginning in
1998. The Belgium and German carryforwards have no expiration period.

At August 31, 1996, the Company has a capital loss carryforward of $3,077,000
for income tax purposes that expires in the years ending August 31, 1997 through
August 31, 1999. The carryforward was primarily generated from the disposal of
the Motion Control Group in 1991. For financial reporting purposes, a valuation
allowance was deducted for the full amount of the deferred tax benefit related
to this carryforward.

COMMON STOCK

The Company's stock option plans provide for the granting of options to
directors, officers and other key employees. Under the plans, the option price
per share may not be less than the fair market value as of the date of grant and
the options become exercisable on a vesting schedule determined by the
Compensation Committee of the Board of Directors. Most currently outstanding
grants become exercisable over a three or four year period. Proceeds from the
sale of

                                       34


<PAGE>   35



stock issued under option arrangements are credited to common stock. The Company
makes no charges or credits against earnings with respect to options.

At August 31, 1996 and 1995, 1,829,434 and 882,500 shares, respectively, were
reserved for future grants.
<TABLE>
<CAPTION>

                                                                            1996                 1995
                                                                   -------------      ---------------
<S>                                                                       <C>                 <C>    
Options granted                                                           93,000              153,500
Options expired                                                            7,334               86,600
Options exercised: option price $1.94-$13.50                             113,066               92,200
Options outstanding:  option price $2.57-$22.38                          779,700              807,100
Options which became exercisable:
    option price $7.75-$13.50                                            144,432              103,160
Options exercisable: option price $2.57- $13.50                          532,566              501,200
</TABLE>

The Company also sponsors a long-term incentive stock plan for senior
executives. Under the program, participants earn performance shares based on a
three year measurement of how favorably the total return on Company shares
compares to the total shareholder return of the Russell 2000 Company Group. No
performance shares are earned unless the total return on Company shares is at
least equal to the median return for companies included in the Russell 2000.
Performance shares earned under the program are issued to the participants at
the end of the three year measurement period and are subject to forfeit if the
participant leaves the employment of the Company within the next two years.

At August 31, 1996, 146,000 units had been awarded under the program. The
Company has computed the total value of shares earned under the program and is
recognizing the cost ratably over a five year period. The amounts charged to
expense for this program were $1,000,000 and $562,000 for the years ended August
31, 1996 and 1995, respectively.

During 1996, the 4,000,000 SAR's issued in connection with the acquisition of
Pfaudler, Chemineer and Edlon were retired for $18,888,000 in cash and 37,000
shares of common stock valued at $1,700,000.

At the June 26, 1996 Board of Directors' meeting, the Board approved a 2-for-1
stock split for shareholders of record on July 12, 1996, effected in the form of
a share distribution on July 31, 1996. All share and per share information has
been adjusted to reflect the effect of this stock split for all periods
presented.

                                       35


<PAGE>   36



LEASES

Future minimum payments, by year and in the aggregate, under non-cancellable
operating leases with initial or remaining terms of one year or more consisted
of the following at August 31, 1996:

<TABLE>
<CAPTION>

                                                    (In thousands)
<C>                                                         <C>   
1997                                                        $1,732
1998                                                         1,335
1999                                                         1,230
2000                                                           807
2001                                                           627
2001                                                           201
                                             ---------------------
Thereafter                                                  $5,932
                                             =====================
</TABLE>


Rental expense for all operating leases in 1996 was approximately $2,380,000
($2,352,000 in 1995 and $904,000 in 1994).

OTHER DEDUCTIONS

The following items are included in "Other items-net":
<TABLE>
<CAPTION>

                                                         1996               1995            1994
                                             ----------------     --------------   -------------
                                                               (In thousands)
<S>                                                  <C>                  <C>              <C>  
Income from equity investments                       ($1,488)             ($944)           ($80)
Royalty income                                          (573)              (712)            (46)
Write-off of investment in
  Hazleton Environmental                                    0              1,612               0
Provision for business restructure                          0                  0           2,551
All other items                                         1,364                794           1,721
                                             ----------------     --------------   -------------
                                                       ($697)               $750          $4,146
                                             ================     ==============   =============
</TABLE>


ACCOUNTING FOR STOCK BASED COMPENSATION

In October 1995, the Financial Accounting Standards Board issued Statement No.
123, "Accounting for Stock-Based Compensation." The Statement establishes
financial accounting and reporting standards for stock-based employee
compensation plans. Companies may elect to account for such plans under the fair
value method or continue the previous accounting and disclose pro-forma net
income and income per share as if the fair value method was applied. The
statement is to be applied on a prospective basis beginning in the Company's
fiscal year 1997.

The Company has not as yet determined the potential financial statement impact
of the Standard, nor has it decided how it will initially adopt the Standard.

                                       36


<PAGE>   37




INFORMATION BY GEOGRAPHIC AREA
<TABLE>
<CAPTION>

                                                            Years Ended August 31,
                                                        1996                1995                1994
                                           -----------------      --------------     ---------------
Net Sales                                                       (In thousands)
<S>                                                 <C>                 <C>                  <C>    
  U.S. domestic                                     $206,439            $165,135             $73,380
  U.S. export                                         34,726              31,218              18,926
                                           -----------------      --------------     --------------- 
  Total U.S.                                         241,165             196,353              92,306
  Europe                                              92,558              80,844              16,824
  Other non-U.S.                                      17,241              25,755 (3)          12,517
                                           -----------------      --------------     ---------------
                                                    $350,964            $302,952            $121,647
                                           =================      ==============     ===============
Operating Income
  U.S.                                               $41,383             $29,519             $17,718
  Europe                                               7,274               4,818                 877
  Other non-U.S.                                       3,784               3,377             (1,696)(2)
                                           -----------------      --------------     ---------------
                                                      52,441              37,714              16,899
  Amortization of intangible assets                  (3,504)             (2,707)               (121)
  Corporate expenses                                 (9,482)             (8,687) (1)         (4,676)
                                           -----------------      --------------     ---------------
                                                     $39,455             $26,320             $12,102
                                           =================      ==============     ===============
Income Before Income Taxes
  U.S.                                               $21,321             $10,838             $11,464
  Europe                                               7,274               4,818                 877
  Other non-U.S.                                       3,784               3,377             (1,696)
                                           -----------------      --------------     ---------------
   Total                                             $32,379             $19,033             $10,645
                                           =================      ==============     ===============
Assets
  U.S.                                              $233,477            $193,852            $185,706
  Europe                                              54,187              56,063              50,694
  Other non-U.S.                                      12,676              20,492 (3)          21,730
                                           -----------------      --------------     ---------------
                                                    $300,340            $270,407            $258,130
                                           =================      ==============     ===============
<FN>

(1) Includes $1,612,000 write-off of investment in Hazleton Environmental.
(2) Includes provision for business restructure of $1,929,000.
(3) Includes $8,044,000 in sales and $10,498,000 in assets of Prochem which were transferred to the
    U.S. for 1996 due to the  consolidation of Prochem production  into the Chemineer facility.
</TABLE>

                                       37


<PAGE>   38




QUARTERLY DATA 
Robbins & Myers, Inc
<TABLE>
<CAPTION>
                                                                                   1996 Quarters
                                                          1st            2nd             3rd               4th               Total
                                                  -----------    -----------     -----------       -----------        ------------
                                                                        (In thousands except per share data)
<S>                                                    <C>            <C>             <C>               <C>              <C>    
Net sales                                             $81,212        $84,179         $89,881           $95,692           $350,964
Gross profit                                           27,103         27,766          30,068            34,093            119,030
Operating expense                                      19,136         19,545          19,499            22,092             80,272
Income before income taxes                              6,664          6,712           9,103             9,900             32,379
Income before extraordinary item                        4,098          4,329           5,735             6,176             20,338
Net income                                              4,098          4,329           5,735             5,363(1)          19,525(1)
Income per share, before extraordinary
  item:
     Primary                                            $0.37          $0.40           $0.52             $0.55              $1.84
     Fully diluted                                       0.37           0.39            0.52              0.55               1.83
     Pro-forma fully diluted for
       convertible notes                                 0.36           0.38            0.48              0.51               1.73
Net income per share:
     Primary                                            $0.37          $0.40           $0.52             $0.48(1)           $1.77(1)
     Fully diluted                                       0.37           0.39            0.52              0.48(1)            1.76(1)
     Pro-forma fully diluted for
       convertible notes                                 0.36           0.38            0.48              0.44               1.66
Weighted average common shares:
     Primary                                           10,948         10,930          11,026            11,151             11,046
     Fully diluted                                     10,972         10,956          11,092            11,151             11,107
     Pro-forma fully diluted for
       convertible notes                               13,357         13,341          13,477            13,536             13,492


</TABLE>











                                       38


<PAGE>   39

QUARTERLY DATA
Robbins & Myers, Inc.
<TABLE>
<CAPTION>
                                                                        1995 Quarters
                                                 1st            2nd             3rd               4th               Total
                                         -----------    -----------     -----------       -----------        ------------
                                                            (In thousands except per share data)
<S>                                          <C>            <C>             <C>               <C>                <C>     
Net sales                                    $68,628        $70,873         $79,973           $83,478            $302,952
Gross profit                                  23,042         24,145          26,180            27,937             101,304
Operating expense                             16,987         17,351          19,037            20,859              74,234
Income before income taxes                     4,332          5,044           4,317(2)          5,340              19,033(2)
Income before extraordinary item               2,915          3,087           2,256(2)          3,567              11,825(2)
Net income                                     2,915          3,087           3,588(2)(3)       3,567              13,157(2)(3)
Income per share, before extraordinary
  item:
     Primary                                   $0.28          $0.29           $0.21(2)          $0.33               $1.09(2)
     Fully diluted                              0.28           0.29            0.21(2)           0.33                1.09(2)
Net income per share:                                              
     Primary                                   $0.28          $0.29           $0.34(2)(3)       $0.33               $1.22(2)(3)
     Fully diluted                              0.28           0.29            0.34(2)(3)        0.33                1.21(2)(3)
Weighted average common shares:
     Primary                                  10,548         10,572          10,710            10,876              10,786
     Fully diluted                            10,552         10,612          10,732            10,906              10,874
<FN>

     (1) Fourth quarter includes an after-tax loss of $ 813,000 ($.07 per share) for early extinguishment of debt. 
     (2) Third quarter includes a pre-tax write-off of $1,612,000 for investment in Hazleton Environmental.
     (3) Third quarter includes an after tax gain of $1,332,000 ($.13 per share) for early extinguishment of debt.
</TABLE>


ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
-------      ------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------

         None.

                                    PART III

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------     --------------------------------------------------

         The information required by this Item 10 is incorporated herein by
reference to the Company's Proxy Statement for its Annual Meeting of
Shareholders on December 11, 1996, except for certain information concerning the
executive officers of the Company which is set forth in Part I of this Report.

                                       39


<PAGE>   40



ITEM 11.     EXECUTIVE COMPENSATION
--------     ----------------------

         The information required by this Item 11 is set forth in the Company's
Proxy Statement for its Annual Meeting of Shareholders on December 11, 1996 and
is incorporated herein by this reference.

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
--------     ---------------------------------------------------
MANAGEMENT
----------

         The information required by this Item 12 is incorporated herein by
reference to the Company's Proxy Statement for its Annual Meeting of
Shareholders on December 11, 1996.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------     ----------------------------------------------

         The information required by this Item 13 is incorporated herein by
reference to the Company's Proxy Statement for its Annual Meeting of
Shareholders on December 11, 1996.

                                     PART IV

ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
--------     -------------------------------------------------------
FORM 8-K
--------

         (a)      (1)      FINANCIAL STATEMENTS

         The following consolidated financial statements of Robbins & Myers, 
Inc. and its subsidiaries are at Item 8 hereof.

         Consolidated Balance Sheet - August 31, 1996 and 1995.

         Consolidated Income Statement -
                  Years ended August 31, 1996, 1995, and 1994.

         Consolidated Statement of Shareholders' Equity - 
                  Years ended August 31, 1996, 1995, and 1994.

         Statementof Consolidated Cash Flows - 
                  Years ended August 31, 1996, 1995, and 1994

         Notes to Consolidated Financial Statements.

         (a)    (2)    FINANCIAL STATEMENT SCHEDULE

Schedule II   -   Valuation and Qualifying Accounts

         All other schedules are omitted because they are not applicable, or not
required, or because the required information is included in the consolidated
financial statements or notes thereto.

         Separate financial statements of the Company have been omitted since it
is primarily an operating Company and long-term debt held by subsidiaries of the
Company is less than five percent of consolidated total assets.

                                       40


<PAGE>   41



         (a)     (3)    EXHIBITS.  See INDEX to EXHIBITS.

         (b)      REPORTS ON FORM 8-K.  During the quarter ended August 31, 
                  1996, the Company did not file any reports on Form 8-K.

                                       41


<PAGE>   42



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Robbins & Myers, Inc. has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, on this 27nd
day of November, 1996.

                                       ROBBINS & MYERS, INC.

                                       BY /s/ Daniel W. Duval
                                          ----------------------------------
                                             Daniel W. Duval
                                             President and Chief
                                             Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of Robbins
& Myers, Inc. and in the capacities and on the date indicated:

            NAME                         TITLE                DATE
------------------------------------------------------------------------------

/S/  Daniel W. Duval            Director, President and     November 27, 1996 
--------------------            Chief-Executive Officer  
Daniel W. Duval


/S/  George M. Walker           Vice President - CFO        November 27, 1996
---------------------           (Principal-Financial
George M. Walker                 Officer)


/S/ Kevin J. Brown              Corporate Controller        November 27, 1996
---------------------           (Principal-Accounting
Kevin J. Brown                  Officer)


*Maynard H. Murch,IV            Chairman Of Board           November 27, 1996
*Robert J. Kegerreis            Director                    November 27, 1996
*Thomas P. Loftis               Director                    November 27, 1996
*William D. Manning, Jr.        Director                    November 27, 1996
*Jerome F. Tatar                Director                    November 27, 1996
*John N. Taylor, Jr.            Director                    November 27, 1996

         *The undersigned, by signing his name hereto, executes this Report on
Form 10-K for the year ended August 31, 1996 pursuant to powers of attorney
executed by the above-named persons and filed with the Securities and Exchange
Commission.

                                 /S/ Daniel W. Duval
                                 ----------------------------
                                 Daniel W. Duval
                                 Their Attorney-in-fact

                                       42


<PAGE>   43




                         REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
Robbins & Myers, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Robbins & Myers,
Inc. and Subsidiaries as of August 31, 1996 and 1995, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the three years in the period ended August 31, 1996. Our audits also included
the financial statement schedule listed in the Index at Item 14(a). These
financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Robbins & Myers,
Inc. and Subsidiaries at August 31, 1996 and 1995, and the consolidated results
of its operations and its cash flows for each of the three years in the period
ended August 31, 1996, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule,
presents fairly, in all material respects, the information set forth therein.

Dayton, Ohio
October 1, 1996                                          /s/ Ernst & Young LLP


                                       43


<PAGE>   44

<TABLE>
<CAPTION>

                                                                    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                          COL. A                         COL. B               COL. C                     COL. D            COL. E


                                                                          ADDITIONS

                                                                             (1)              (2)
                DESCRIPTION                  Balance at Beginning  Charged to Costs  Charged to Other   Deductions - Balance at End
                                                   of Period       and Expenses      Accounts-Describe  Describe       of Period

Year Ended August 31, 1996:
  Allowances and reserves deducted from assets:
<S>                                                    <C>                   <C>                   <C>      <C>               <C>   
      Uncollectable accounts receivable                $1,260                $275                  0         $340 (1)        $1,195
      Inventory obsolescence                            5,639               1,282                  0        1,244 (2)         5,677
      Restructuring reserve for property, plant &
        equipment held for sale                         1,307                   0                  0        1,307 (6)             0
  Other reserves:
      Warranty claims                                   3,040               3,166                  0        2,564 (3)         3,642
      Restructuring liabilities                         3,712                   0                  0        2,088 (5), (6)    1,624
      Casualty insurance reserves                       5,612               2,718                           3,972 (7)         4,358

Year Ended August 31, 1995
  Allowances and reserves deducted from assets:
    Uncollectable accounts receivable                    $952                $535                  0         $227 (1)        $1,260
    Inventory obsolescence                              3,948               1,259                982 (4)      550 (2)         5,639
    Restructuring reserve for property, plant &
      equipment held for sale                           1,250                   0                 57 (5)        0             1,307
  Other reserves:
    Warranty claims                                     2,139               2,522                461 (5)    2,082 (3)         3,040
    Restructuring liabilities                           5,541                   0                300 (4)    2,129 (5), (6)    3,712
    Casualty insurance reserves                         3,900               2,767              1,803 (4)    2,858 (7)         5,612

Year Ended August 31, 1994
  Allowances and reserves deducted from assets:
    Uncollectable accounts receivable                    $425                $230               $464 (4)     $167 (1)          $952
    Inventory obsolescence                                775                 574              2,956 (4)      357 (2)         3,948
    Restructuring reserve for property, plant &
      equipment held for sale                               0               1,000                250 (4)        0             1,250
  Other reserves:
    Warranty claims                                       267               1,088              1,357 (4)      573 (3)         2,139
    Restructuring liabilities                             950               1,551              4,925 (4)    1,885 (6)         5,541
    Casualty insurance reserves                           915               1,609              2,586 (4)    1,210 (4)         3,900

<FN>

Note (1) Represents accounts receivable written off against the reserve. 
Note (2) Inventory items scrapped and written off against the reserve. 
Note (3) Warranty cost incurred applied against the reserve. 
Note (4) Amount due to acquisition of Chemineer, Edlon, Pfaudler.
Note (5) Transferred from restructure reserve. 
Note (6) Spending against restructing reserve. 
Note (7) Spending against casualty reserves.

</TABLE>
                                       44

<PAGE>   45

INDEX TO EXHIBITS

(3)  ARTICLES OF INCORPORATION AND BY-LAWS:

      3.1  Amended Articles of Incorporation of Robbins
                & Myers, Inc. were filed as Exhibit 3.1 to
                the Company's Report on Form 10-Q for the
                quarter ended February 28, 1995...                           

      3.2  Code of Regulations of Robbins & Myers, Inc.
                was filed as Exhibit 3.2 to the Company's
                Report on Form 10-Q for the quarter ended
                February 28, 1995...                                         *


(4)  INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
              HOLDERS, INCLUDING INDENTURES:

      4.1  Indenture relating to $65,000,000 Convertible
                Subordinated Notes due 2003, with
                Star Bank, N.A., as Trustee, dated September 1, 1996, 
                was filed as Exhibit 4.3 to the Company's Registration 
                Statement on Form S-3 (No. 333-10619)...                     *

      4.2  $150,000,000 Credit Agreement dated November 26, 1996
                among Robbins & Myers, Inc., Bank One, Dayton, NA
                as Administrative Agent, NationsBank, N.A.
                As Documentation and Syndication Agent, and
                the Lenders named therein                                    +

      4.3  Pledge and Security Agreement between Robbins & Myers, Inc.
                and Bank One, Dayton, N.A., as Administrative Agent, 
                dated November 26, 1996...                                   +

 (10) MATERIAL CONTRACTS:

      10.1 Robbins & Myers, Inc. Pension Plan (As
                Amended and Restated Effective as of
                October 1, 1989) was filed as Exhibit 10.3
                to the Company's Annual Report on Form 10-K
                for year ended August 31, 1990...                            *

      10.2 First Amendment to Supplement One to the
                Robbins & Myers, Inc. Pension Plan dated
                October 22, 1990 was filed as Exhibit 10.4 to
                the Company's Annual Report on Form 10-K for
                the year ended August 31, 1990...                            *

      10.3 Amendments to the Robbins & Myers, Inc. Pension Plan
                dated March 5, 1991, December 16, 1992, and two
                additional amendments both dated September 30, 1993
                were filed as Exhibit 10.4 to the Company's Annual
                Report on Form 10-K for
                the year ended August 31, 1993...                            *

    10.3.1 Fifth Amendment and Sixth Amendment dated September 24, 1994,
                Seventh Amendment dated December 23, 1994, Eighth Amendment
                effective September 30, 1994, and Ninth Amendment dated
                June 12, 1996 to the Robbins & Myers, Inc. Pension Plan...   +




                                       45



<PAGE>   46




      10.4   Salary Continuation Agreement between
                      Robbins & Myers, Inc. and Daniel W. Duval
                      dated May 8, 1987 was filed as Exhibit 10.5 to
                      the Company's Annual Report on Form 10-K for
                      the year ended August 31, 1993...                      *

      10.5   Robbins & Myers, Inc. Employee Savings
                 Plan...                                                     +

      10.6   Robbins & Myers, Inc. 1984 Stock Option
                 Plan was filed as Exhibit 10.8 to the Company's Report
                 on Form 10-K for the year ended August 31, 1992...          *

      10.7   Robbins & Myers, Inc. Supplemental Pension
                 Program adopted May 29, 1987 was filed as
                 Exhibit 10.9 to the Company's Report on
                 Form 10-K for the year ended August 31, 1993...             *


      10.8   Form of Indemnification Agreement between Robbins &
                 Myers, Inc., and each director of the Company was
                 filed as Exhibit 10.11 to the Company's Report on
                 Form 10-K for the year ended August 31, 1993...             *

      10.9   Robbins & Myers, Inc. 1994 Directors Stock
                 Compensation Plan was filed as Exhibit 10.13
                 to the Company's Report on Form 10-K for the
                 year ended August 31, 1994...                               *

      10.10  Robbins & Myers, Inc. 1994 Long-Term Incentive
                 Stock Plan as amended.                                      +

      10.11  Robbins & Myers, Inc. 1995 Stock Option Plan for
                 Non-Employee Directors was filed as Exhibit 4.1
                 to the Company's Registration Statement on
                 Form S-8 (No. 333-00293)...                                 *

      10.12  Robbins & Myers, Inc. Senior Executive Annual Cash
                 Bonus Plan                                                  +

(11)   STATEMENT RE:  COMPUTATION OF PER SHARE EARNINGS:

       11.1  Computation of Per Share Earnings...                            +

                                       46


<PAGE>   47



(21)   SUBSIDIARIES OF THE REGISTRANT:

             Robbins & Myers, Inc. has the following subsidiaries all of
             which (i) do business under the name under which they are
             organized and (ii) are included in the consolidated financial
             statements of the Company. The names of such subsidiaries are
             set forth below.

                                           Jurisdiction in         Percentage of
Name of Subsidiary                         which Incorporated      Ownership
--------------------------------------------------------------------------------

Chemineer, Asia, Ptd. Ltd.                 Singapore                    51

Chemineer, Inc.                            Delaware                    100

Chemineer Limited                          England                     100

Edlon, Inc.                                Delaware                    100

Glasteel Parts and Services, Inc.          Delaware                    100

Pfaudler Equipamentos
     Industrias Ltda.                      Brazil                      100

Pfaudler, Inc.                             Delaware                    100

Pfaudler S.A. de C.V.                      Mexico                      100

Pfaudler-Werke GMBH                        Germany                     100

Robbins & Myers Canada, Ltd.               Dominion of Canada          100

Robbins & Myers International
       Sales Company, Inc.                 Ohio                        100

Robbins & Myers, Limited                   England                     100

Robbins & Myers NRO Ltd.                   Dominion of Canada          100

Robbins & Myers U.K. Limited               England                     100

Suzhou Pfaudler Co., Ltd.                  China                        60

(23) CONSENTS OF EXPERTS AND COUNSEL                                     

        23.1   Consent of Ernst & Young LLP                              +

(24) POWER OF ATTORNEY

        24.1   Powers of Attorney of any person who
                       signed this Report on Form 10-K on

                                       47


<PAGE>   48


                       behalf of another pursuant to a
                       Power of attorney...                                 +

(27)   27.1    Financial Data Schedule(submitted for SEC's
                       information)                                         +

"+"    Indicates Exhibit is being filed with this Report.

"*"    Indicates that Exhibit is incorporated by reference in this Report from a
       previous filing with the Commission.

                                       48