TABLE OF CONTENTS




|                                                |                                                                                               |  |  |  |  |  |  | 
|----------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|                                                | ITEM 1. BUSINESS                                                                             
|                                                | ITEM 2. PROPERTIES                                                                           
|                                                | ITEM 3. LEGAL PROCEEDINGS                                                                    
|                                                | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|PART II                                        
|                                                | ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS            
|                                                | ITEM 6. SELECTED FINANCIAL DATA                                                              
|                                                | ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                | ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK                          
|                                                | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                          
|                                                | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                   
|                                                | ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 
|PART III                                       
|PART IV                                        
|SIGNATURES                                     
|                                                | Report of Independent Auditors                                                               
|                                                | SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS                                              
|EX-3.2--Code of Regulations of Robbins & Myers 
|EX-10.1--Cash Balance Pension Plan             
|EX-10.5--Form of Indemnification Agreement     
|EX-10.6--1994 Directors Stock Compensation Plan
|Exhibit 21.1--Subsidiaries of the Registrant   
|Exhibit 23.1--Consent of Independent Auditors  
|Exhibit 24.1--Power of Attorney                



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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20459

FORM 10-K

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

|                                          |  |                             
|----------------------------------------- |  | ----------------------------
|For the Fiscal Year
Ended August 31, 2001 |  | Commission
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                                
|                    |  |                                                 
|(1)                 |  | Common Shares, without par value                 |  | New York                
|(2)                 |  | 6 1/2 % Convertible Subordinated Notes, Due 2003 |  | New York                

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

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirement for at least the past 90 days.
Yes [x] No [ ].

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





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At the close of business on October 19, 2001

|                                                                                                  |  |  |              | 
|------------------------------------------------------------------------------------------------- |  |  | ------------ | 
|Number of Common Shares, without
par value, outstanding                                           |  |  | 11,762,603   | 
|Aggregate market value of Common
Shares, without par value, held
by non-affiliates of the Company |  |  | $225,611,900 | 

DOCUMENT INCORPORATED BY REFERENCE

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

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ITEM 1. BUSINESS

BACKGROUND

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

|                             |                               |  |                       |      |      |  |       |      |  |  |       |      | 
|---------------------------- | ----------------------------- |  | --------------------- | ---- | ---- |  | ----- | ---- |  |  | ----- | ---- | 
|                             |                               |  | Year Ended August 31,
|                             |                               |  |                      
|                             |                               |  | 2001                  |      | 2000 |  | 1999 
|                             |                               |  |                       |      |      |  |      
|Reactor Systems              |                               |  | 40.2                  | %    |      |  | 45.2  | %    |  |  | 46.4  | %   
|Industrial Mixers            |                               |  | 12.5                  |      |      |  | 12.7  |      |  |  | 16.9  |     
|Industrial Pump Products     |                               |  | 15.0                  |      |      |  | 15.5  |      |  |  | 15.1  |     
|Corrosion Resistant Products |                               |  | 5.6                   |      |      |  | 4.9   |      |  |  | 5.4   |     
|                             |                               |  |                       |      |      |  |       |      |  |  |       |     
|                             | Total Process Systems Segment |  |                       | 73.3 |      |  |       | 78.3 |  |  |       | 83.8 | 
|Energy Systems Segment       |                               |  | 26.7                  |      |      |  | 21.7  |      |  |  | 16.2  |     
|                             |                               |  |                       |      |      |  |       |      |  |  |       |     
|                             |                               |  | 100.0                 | %    |      |  | 100.0 | %    |  |  | 100.0 | %   
|                             |                               |  |                       |      |      |  |       |      |  |  |       |     

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

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

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

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

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

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

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

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

Acquisitions

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

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

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

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

PROCESS SYSTEMS

Reactor Systems

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

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

|                |  |                     |  |            |     |             |  |                  |  |             
|--------------- |  | ------------------- |  | ---------- | --- | ----------- |  | ---------------- |  | ------------
|                |  | End User Markets    |  |            |     |            
|                |  |                     |  |            |     |            
|                |  |                     |  | %of        |     | Major       |  |                 
|Market Position |  | Markets             |  | 2001 Sales |     | Competitors |  | Principal Brands
|                |  |                     |  |            |     |            
|#1              |  | Pharmaceutical      |  |            | 46% |             |  | DeDietrich       |  | Pfaudler®   
|                |  | Specialty Chemicals |  |            | 41% |             |  | Thale            |  | Tycon®      
|                |  | Agri-chemicals      |  |            | 8%  |             |  |                  |  | Technoglass®
|                |  | Other               |  |            | 5%  |             |  |                  |  | GPS®        
|                |  |                     |  |            |     |             |  |                  |  | CRS®        
|                |  |                     |  |            |     |             |  |                  |  | UGE®        

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

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

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

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

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

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

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

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

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

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

Industrial Mixers

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

|                |  |                      |  |            |     |             |  |                    |  |           
|--------------- |  | -------------------- |  | ---------- | --- | ----------- |  | ------------------ |  | ----------
|                |  | End User Markets     |  |            |     |            
|                |  |                      |  |            |     |            
|                |  |                      |  | %of        |     | Major       |  | Principal         
|Market Position |  | Markets              |  | 2001 Sales |     | Competitors |  | Brands            
|                |  |                      |  |            |     |            
|#2              |  | Specialty Chemicals  |  |            | 50% |             |  | Lightnin          |  | Chemineer®
|                |  | Pharmaceutical       |  |            | 12% |             |  | Ekato              |  | Kenics®   
|                |  | Wastewater treatment |  |            | 11% |             |  | Satake             |  | Greerco®  
|                |  | Pulp & Paper         |  |            | 6%  |             |  | Philadelphia Mixer |  | Prochem®  
|                |  | Other                |  |            | 21% |             |  |                    |  |           

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

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

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

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

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

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

Industrial Pump Products

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

|                |  |                      |  |            |     |             |  |           |  |           
|--------------- |  | -------------------- |  | ---------- | --- | ----------- |  | --------- |  | ----------
|                |  | End User Markets     |  |            |     |            
|                |  |                      |  |            |     |            
|                |  |                      |  | %of        |     | Major       |  | Principal
|Market Position |  | Markets              |  | 2001 Sales |     | Competitors |  | Brands   
|                |  |                      |  |            |     |             |  |          
|#1              |  | Wastewater Treatment |  |            | 32% |             |  | Netzsch   |  | Moyno®    
|                |  | Specialty Chemicals  |  |            | 13% |             |  | Mono      |  | R&M®      
|                |  | Mining & Minerals    |  |            | 10% |             |  |           |  | Tri-Phaze®
|                |  | Food & Beverage      |  |            | 10% |             |  |           |  |           
|                |  | Pulp & Paper         |  |            | 10% |             |  |           |  |           
|                |  | Oil & Gas            |  |            | 12% |             |  |           |  |           
|                |  | Other                |  |            | 13% |             |  |           |  |           

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

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

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

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

Corrosion-Resistant Products

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

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|                |  |                     |  |            |     |             |  |             |  |       
|--------------- |  | ------------------- |  | ---------- | --- | ----------- |  | ----------- |  | ------
|                |  | End User Markets    |  |            |     |            
|                |  |                     |  |            |     |            
|                |  |                     |  | %of        |     | Major       |  | Principal  
|Market Position |  | Markets             |  | 2001 Sales |     | Competitors |  | Brands     
|                |  |                     |  |            |     |             |  |            
|N/A             |  | Specialty Chemicals |  |            | 65% |             |  | Resistoflex |  | Edlon®
|                |  | Electronics         |  |            | 12% |             |  | 3P          |  | PSI®  
|                |  | Pulp & Paper        |  |            | 9%  |             |  |             |  |       
|                |  | Pharmaceutical      |  |            | 4%  |             |  |             |  |       
|                |  | Other               |  |            | 10% |             |  |             |  |       

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

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

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

ENERGY SYSTEMS

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

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|                |  |                  |  |            |     |             |  |              |  |          
|--------------- |  | ---------------- |  | ---------- | --- | ----------- |  | ------------ |  | ---------
|                |  | End User Markets |  |            |     |            
|                |  |                  |  |            |     |            
|                |  |                  |  | %of        |     | Major       |  | Principal   
|Market Position |  | Markets          |  | 2001 Sales |     | Competitors |  | Brands      
|                |  |                  |  |            |     |             |  |             
|N/A             |  | Oil & Gas        |  |            | 93% |             |  | Halliburton  |  | Moyno®   
|                |  | Other            |  |            | 7%  |             |  | Baker-Hughes |  | New Era® 
|                |  |                  |  |            |     |             |  | Weatherford  |  | ABI®     
|                |  |                  |  |            |     |             |  | Telford      |  | Rodec®   
|                |  |                  |  |            |     |             |  |              |  | Yale®    
|                |  |                  |  |            |     |             |  |              |  | Hamer®   
|                |  |                  |  |            |     |             |  |              |  | Hercules®
|                |  |                  |  |            |     |             |  |              |  | Magnum®  
|                |  |                  |  |            |     |             |  |              |  | Resun®   
|                |  |                  |  |            |     |             |  |              |  | Staytite®

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

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

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

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

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

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

ROMACO

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

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

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|                |  |                  |  |            |      |             |  |           |  |             
|--------------- |  | ---------------- |  | ---------- | ---- | ----------- |  | --------- |  | ------------
|                |  | End User Markets |  |            |      |            
|                |  |                  |  |            |      |            
|                |  |                  |  | %of        |      | Major       |  | Principal
|Market Position |  | Markets          |  | 2001 Sales |      | Competitors |  | Brands   
|                |  |                  |  |            |      |             |  |          
|N/A             |  | Pharmaceutical   |  |            | 100% |             |  | IMA       |  | Zanchetta®  
|                |  |                  |  |            |      |             |  | GEA       |  | Frymakoruma®
|                |  |                  |  |            |      |             |  | Bosch     |  | Bosspak®    
|                |  |                  |  |            |      |             |  | IWKA      |  | Macofar®    
|                |  |                  |  |            |      |             |  |           |  | Index®      
|                |  |                  |  |            |      |             |  |           |  | Siebler®    
|                |  |                  |  |            |      |             |  |           |  | Unipac®     
|                |  |                  |  |            |      |             |  |           |  | Laetus®     
|                |  |                  |  |            |      |             |  |           |  | Noack®      
|                |  |                  |  |            |      |             |  |           |  | HAPA®       
|                |  |                  |  |            |      |             |  |           |  | Promatic®   
|                |  |                  |  |            |      |             |  |           |  | IPM®        

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

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

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

BACKLOG

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

CUSTOMERS

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

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RAW MATERIALS

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

GENERAL

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

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

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

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

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ITEM 2. PROPERTIES

Facilities

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

|                             |          |           |             |                          |                                               |                                                       |  |  | 
|---------------------------- | -------- | --------- | ----------- | ------------------------ | --------------------------------------------- | ----------------------------------------------------- |  |  | 
|                             |          | Square    |             | Products Manufactured or
|Location                     |          | Footage   |             | Other Use of Facility   
|                             |          |           |             |                         
|North and South America:     |          |           |             |                          |                                               |                                                      
|Rochester, New York          |          |           | 500,000     |                          |                                               | Reactor Systems                                      
|Springfield, Ohio            |          |           | 275,000     |                          |                                               | Industrial Pump Products                             
|Dayton, Ohio                 |          |           | 160,000     |                          |                                               | Industrial Mixers                                    
|Borger, Texas                |          |           | 115,000     |                          |                                               | Wellhead products for Energy Systems                 
|Willis, Texas                |          |           | 110,000     |                          |                                               | Down-hole pumps and power sections for Energy Systems
|Mexico City, Mexico          |          |           | 110,000     |                          |                                               | Reactor Systems                                      
|Taubate, Brazil              |          |           | 100,000     |                          |                                               | Reactor Systems                                      
|Charleston, West Virginia    |          |           | 100,000     |                          |                                               | Corrosion-Resistant Products                         
|Tomball, Texas               |          |           | 75,000      |                          |                                               | Valves and closures for Energy Systems               
|Avondale, Pennsylvania       |          |           | 50,000      |                          |                                               | Corrosion-Resistant Products                         
|North Andover, Massachusetts |          |           | 30,000      | (1)                      |                                               | Industrial Mixers                                    
|Sao Jose Dos Campos, Brazil  |          |           | 30,000      |                          |                                               | Reactor Systems                                      
|Edmonton, Alberta, Canada    |          | 25,000
to | (2)         |                          | Energy Systems, including two service centers
|                             | 2 plants |           | 30,000 each | (1)                      |                                               |                                                       | 
|Haverhill, Massachusetts     |          |           | 10,000      | (1)                      |                                               | Industrial Mixers                                    
|Rochester, New York          |          |           | 10,000      | (1)                      |                                               | Reactor Systems                                      
|Pequannock, New Jersey       |          |           | 62,000      | (1)                      |                                               | Index equipment                                      
|                            
|Europe:                      |          |           |             |                          |                                               |                                                       |  | 
|Schwetzingen, Germany        |          |           | 400,000     |                          |                                               | Reactor Systems                                      
|Leven, Scotland              |          |           | 240,000     |                          |                                               | Reactor Systems and Corrosion-Resistant Products     
|Quarto DAltino, Italy       |          |           | 120,000     |                          |                                               | Reactor Systems                                      
|San Donà di Piave, Italy     |          |           | 90,000      |                          |                                               | Reactor Systems                                      
|Bilston, England             |          |           | 50,000      |                          |                                               | Reactor Systems                                      
|Derby, England               |          |           | 20,000      | (1)                      |                                               | Industrial Mixers                                    
|Petit-Rechain, Belgium       |          |           | 15,000      |                          |                                               | Power sections for Energy Systems                    
|Kearsley, England            |          |           | 15,000      |                          |                                               | Reactor Systems                                      
|Bolton, England              |          |           | 15,000      |                          |                                               | Reactor Systems                                      
|Southampton, England         |          |           | 10,000      | (1)                      |                                               | Industrial Pump Products                             
|Campbridgeshire, England     |          |           | 8,500       |                          |                                               | Distribution Center-Romaco Products                  
|DAgen, France               |          |           | 15,000      | (1)(5)                   |                                               | Manufacture of Pharma Modules                        
|Alsbach  Hahnlein, Germany  |          |           | 21,000      |                          |                                               | Laetus equipment                                     
|Remschingen, Germany         |          |           | 61,000      |                          |                                               | Siebler equipment                                    
|Karlsruhe, Germany           |          |           | 47,000      |                          |                                               | Horn & Noack equipment                               
|Neuenburg, Germany           |          |           | 70,000      |                          |                                               | Frymakoruma equipment                                

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|                         |  |         |         |                          |  |                          |  |  | 
|------------------------ |  | ------- | ------- | ------------------------ |  | ------------------------ |  |  | 
|                         |  | Square  |         | Products Manufactured or
|Location                 |  | Footage |         | Other Use of Facility   
|                         |  |         |         |                         
|Bologna, Italy           |  |         | 44,000  |                          |  | Macofar equipment       
|Bologna, Italy           |  |         | 11,000  |                          |  | Promatic equipment      
|Milanese, Italy          |  |         | 15,000  |                          |  | Unipac equipment        
|Milano, Italy            |  |         | 52,000  |                          |  | Zanchetta equipment     
|Volketswil, Switzerland  |  |         | 50,000  |                          |  | HAPA equipment          
|Rheinfenden, Switzerland |  |         | 115,000 |                          |  | Frymakoruma equipment   
|                        
|Australia                |  |         |         |                          |  |                          |  | 
|Tingalpa, Brisbane       |  |         | 24,000  | (1)(3)                   |  | Bosspak equipment       
|                        
|Asia:                    |  |         |         |                          |  |                          |  | 
|Gujurat, India           |  |         | 350,000 | (3)                      |  | Reactor Systems         
|Suzhou, China            |  |         | 150,000 | (4)                      |  | Reactor Systems         
|Singapore                |  |         | 5,000   | (1)                      |  | Industrial Pump Products



---

|(1) |  | Leased facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | R&M Energy Systems also operates an additional 13 (7 U.S., 6 Canada)
Service Centers, primarily in leased facilities between 5,000 and 10,000
square feet each. These locations are in the oil producing regions of the
U.S. and Canada and manufacture rod guides and distribute other of the
Companys Energy Systems products. Locations are: Bakersfield,
California, Oklahoma City, Oklahoma, Odessa, Texas, Casper, Wyoming, Mt.
Pleasant, Michigan, Williston, North Dakota, Wooster, Ohio and in Alberta,
Canada  Bonnyville, Brooks, Elk Point, Provost, Sedgewick, and Taber.
|   
|(3) |  | Facility of a 51%-owned subsidiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(4) |  | Facility of a 70%-owned subsidiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(5) |  | Facility of a 50% owned subsidiary                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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ITEM 3. LEGAL PROCEEDINGS

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




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

None.

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Executive Officers of the Registrant

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

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

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

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

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

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

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

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

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

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

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PART II




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

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

|            |  |      |       |     |  |      |       |  |  |           |      | 
|----------- |  | ---- | ----- | --- |  | ---- | ----- |  |  | --------- | ---- | 
|            |  |      |       |     |  |      |       |  |  | Dividends
|Fiscal 2001 |  | High |       | Low |  | Paid
|            |  |      |       |     |  |     
|1st Quarter |  | $    | 25.63 |     |  | $    | 22.00 |  |  | $         | .055 | 
|2nd Quarter |  |      | 28.25 |     |  |      | 21.56 |  |  |           | .055 | 
|3rd Quarter |  |      | 29.25 |     |  |      | 24.50 |  |  |           | .055 | 
|4th Quarter |  |      | 28.60 |     |  |      | 24.40 |  |  |           | .055 | 
|            |  |      |       |     |  |     
|Fiscal 2000 |  |      |       |     |  |      |       |  |  |           |      | 
|            |  |      |       |     |  |     
|1st Quarter |  | $    | 23.06 |     |  | $    | 15.19 |  |  | $         | .055 | 
|2nd Quarter |  |      | 23.50 |     |  |      | 18.88 |  |  |           | .055 | 
|3rd Quarter |  |      | 24.50 |     |  |      | 19.38 |  |  |           | .055 | 
|4th Quarter |  |      | 23.88 |     |  |      | 20.25 |  |  |           | .055 | 

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

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

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ITEM 6. SELECTED FINANCIAL DATA

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

|                       |                                     |                                |              |      |                       |       |      |         |         |       |      |         |         |       |      |         |         |       |   |         |         |       |   |         |         |       |   |         |         |       |  
|---------------------- | ----------------------------------- | ------------------------------ | ------------ | ---- | --------------------- | ----- | ---- | ------- | ------- | ----- | ---- | ------- | ------- | ----- | ---- | ------- | ------- | ----- | - | ------- | ------- | ----- | - | ------- | ------- | ----- | - | ------- | ------- | ----- | -
|                       |                                     |                                |              |      | 5 Year Average Growth |       | 2001 |         | 2000    |       | 1999 |         | 1998    |       | 1997 |         | 1996   
|                       |                                     |                                |              |      |                       |       |      |         |         |       |      |         |         |       |      |         |        
|Operating Results      |                                     |                                |              |      |                       |       |      |         |         |       |      |         |         |       |      |         |         |       |   |         |         |       |   |         |         |       |   |        
|                       | Orders                              |                                |              | 3.9  | %                     |       | $    | 427,275 |         |       | $    | 412,948 |         |       | $    | 373,135 |         |       | $ | 416,989 |         |       | $ | 375,042 |         |       | $ | 353,462 |        
|                       | Ending backlog                      |                                |              |      |                       |       |      | 143,522 |         |       |      | 80,484  |         |       |      | 74,330  |         |       |   | 96,022  |         |       |   | 110,078 |         |       |   | 109,921 |        
|                       | Sales                               |                                |              | 3.9  |                       |       |      | 425,902 |         |       |      | 406,714 |         |       |      | 400,142 |         |       |   | 436,474 |         |       |   | 385,663 |         |       |   | 350,964 |        
|                       | Gross profit (2)                    |                                |              | 3.4  |                       |       |      | 140,734 |         |       |      | 140,234 |         |       |      | 136,166 |         |       |   | 158,713 |         |       |   | 138,781 |         |       |   | 119,030 |        
|                       | EBITDA (2, 3)                       |                                |              | 4.9  |                       |       |      | 67,584  |         |       |      | 67,942  |         |       |      | 57,809  |         |       |   | 83,658  |         |       |   | 65,484  |         |       |   | 53,332  |        
|                       | EBIT (2)                            |                                |              | 1.8  |                       |       |      | 43,236  |         |       |      | 43,572  |         |       |      | 33,288  |         |       |   | 60,142  |         |       |   | 49,521  |         |       |   | 39,455  |        
|                       | Net income (2)                      |                                |              | 0.1  |                       |       |      | 19,631  |         |       |      | 18,056  |         |       |      | 11,849  |         |       |   | 31,230  |         |       |   | 28,866  |         |       |   | 19,525  |        
|                       | Amortization                        |                                |              |      |                       |       |      | 8,187   |         |       |      | 8,077   |         |       |      | 7,660   |         |       |   | 7,670   |         |       |   | 5,170   |         |       |   | 4,495   |        
|                       | Depreciation                        |                                |              |      |                       |       |      | 16,161  |         |       |      | 16,293  |         |       |      | 16,861  |         |       |   | 15,846  |         |       |   | 10,793  |         |       |   | 9,382   |        
|                       | Capital expenditures, net           |                                |              |      |                       |       |      | 20,200  |         |       |      | 19,842  |         |       |      | 11,612  |         |       |   | 23,020  |         |       |   | 22,071  |         |       |   | 16,453  |        
|Financial Condition    |                                     |                                |              |      |                       |       |      |         |         |       |      |         |         |       |      |         |         |       |   |         |         |       |   |         |         |       |   |        
|                       | Total assets                        |                                |              |      |                       |       | $    | 660,260 |         |       | $    | 495,679 |         |       | $    | 493,852 |         |       | $ | 501,008 |         |       | $ | 372,354 |         |       | $ | 300,340 |        
|                       | Total debt                          |                                |              |      |                       |       |      | 258,894 |         |       |      | 177,864 |         |       |      | 191,272 |         |       |   | 206,242 |         |       |   | 116,083 |         |       |   | 73,533  |        
|                       | Shareholders equity                |                                |              |      |                       |       |      | 197,902 |         |       |      | 167,182 |         |       |      | 154,226 |         |       |   | 150,763 |         |       |   | 124,475 |         |       |   | 91,437  |        
|                       | Total capitalization                |                                |              |      |                       |       |      | 456,796 |         |       |      | 345,046 |         |       |      | 345,498 |         |       |   | 357,005 |         |       |   | 240,558 |         |       |   | 164,970 |        
|Performance Statistics |                                     |                                |              |      |                       |       |      |         |         |       |      |         |         |       |      |         |         |       |   |         |         |       |   |         |         |       |   |        
|                       | Percent of sales:                   |                                |              |      |                       |       |      |         |         |       |      |         |         |       |      |         |         |       |   |         |         |       |   |         |         |       |   |         |        
|                       |                                     |                                | Gross profit |      |                       |       |      |         |         | 33.0  | %    |         |         | 34.5  | %    |         |         | 34.0  | % |         |         | 36.4  | % |         |         | 36.0  | % |         |         | 33.9  | %
|                       |                                     |                                | EBIT (2)     |      |                       |       |      |         |         | 10.2  |      |         |         | 10.7  |      |         |         | 8.3   |   |         |         | 13.8  |   |         |         | 12.8  |   |         |         | 11.2  |  
|                       | Debt as a % of total capitalization |                                |              |      |                       |       |      | 56.7    |         |       |      | 51.5    |         |       |      | 55.4    |         |       |   | 57.8    |         |       |   | 48.3    |         |       |   | 44.6    |        
|                       | EBIT return on average net assets   |                                |              |      |                       |       |      | 12.4    |         |       |      | 12.6    |         |       |      | 9.3     |         |       |   | 16.7    |         |       |   | 21.7    |         |       |   | 24.7    |        
|                       | Net income return on avg. equity    |                                |              |      |                       |       |      | 11.2    |         |       |      | 11.2    |         |       |      | 7.8     |         |       |   | 22.7    |         |       |   | 26.7    |         |       |   | 25.2    |        
|Per Share Data         |                                     |                                |              |      |                       |       |      |         |         |       |      |         |         |       |      |         |         |       |   |         |         |       |   |         |         |       |   |        
|                       | Net income per share, diluted (2)   |                                |              | (1.6 | )%                    |       | $    | 1.63    |         |       | $    | 1.53    |         |       | $    | 1.06    |         |       | $ | 2.43    |         |       | $ | 2.29    |         |       | $ | 1.77    |        
|                       | Dividends declared                  |                                |              | 5.4  |                       |       |      | 0.22    |         |       |      | 0.22    |         |       |      | 0.22    |         |       |   | 0.215   |         |       |   | 0.194   |         |       |   | 0.169   |        
|                       | Market price of common stock:       |                                |              |      |                       |       |      |         |         |       |      |         |         |       |      |         |         |       |   |         |         |       |   |         |         |       |   |         |        
|                       |                                     |                                | High         |      | $                     | 29.25 |      |         | $       | 24.50 |      |         | $       | 25.88 |      |         | $       | 40.50 |   |         | $       | 36.75 |   |         | $       | 26.50 |   |         |         |       |  
|                       |                                     |                                | Low          |      |                       | 21.56 |      |         |         | 15.19 |      |         |         | 15.69 |      |         |         | 23.00 |   |         |         | 20.00 |   |         |         | 13.63 |   |         |         |       |  
|                       |                                     |                                | Close        |      |                       | 5.2   | %    |         |         | 28.38 |      |         |         | 23.88 |      |         |         | 23.50 |   |         |         | 23.75 |   |         |         | 32.63 |   |         |         | 22.00 |  
|                       | P/E ratio at August 31, diluted     |                                |              |      |                       |       |      | 17.4    |         |       |      | 15.6    |         |       |      | 22.2    |         |       |   | 9.8     |         |       |   | 14.4    |         |       |   | 12.5    |        
|Other Data             |                                     |                                |              |      |                       |       |      |         |         |       |      |         |         |       |      |         |         |       |   |         |         |       |   |         |         |       |   |        
|                       |                                     | Cash flow from operations      |              |      |                       |       |      | $       | 30,984  |       |      | $       | 36,040  |       |      | $       | 39,463  |       |   | $       | 48,574  |       |   | $       | 35,246  |       |   | $       | 32,060  |      
|                       |                                     | Free cash flow (4)             |              |      |                       |       |      |         | 10,784  |       |      |         | 16,198  |       |      |         | 27,851  |       |   |         | 25,554  |       |   |         | 13,175  |       |   |         | 15,607  |      
|                       |                                     | Enterprise value (5)           |              |      | 14.0                  | %     |      |         | 591,650 |       |      |         | 439,493 |       |      |         | 448,386 |       |   |         | 468,015 |       |   |         | 472,990 |       |   |         | 306,667 |      
|                       |                                     | Shares outstanding at year end |              |      |                       |       |      |         | 11,725  |       |      |         | 10,956  |       |      |         | 10,941  |       |   |         | 11,022  |       |   |         | 10,938  |       |   |         | 10,597  |      
|                       |                                     | Average diluted shares (6)     |              |      |                       |       |      |         | 13,465  |       |      |         | 13,416  |       |      |         | 13,535  |       |   |         | 13,906  |       |   |         | 13,625  |       |   |         | 11,046  |      
|                       |                                     | Number of shareholders (7)     |              |      |                       |       |      |         | 2,885   |       |      |         | 2,932   |       |      |         | 3,256   |       |   |         | 3,326   |       |   |         | 2,723   |       |   |         | 1,632   |      
|                       |                                     | Number of employees            |              |      |                       |       |      |         | 4,334   |       |      |         | 3,284   |       |      |         | 3,244   |       |   |         | 3,071   |       |   |         | 2,947   |       |   |         | 2,459   |      

Notes to Selected Financial Data

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

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

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

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

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

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

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




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

Overview

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

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

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

|                                    |  |                                       |        |         |  |           |        |       |  |        |      |           |  |     |        |            |  |   |        |   |  |   |      |  
|----------------------------------- |  | ------------------------------------- | ------ | ------- |  | --------- | ------ | ----- |  | ------ | ---- | --------- |  | --- | ------ | ---------- |  | - | ------ | - |  | - | ---- | -
|                                    |  | EBIT Impact                           |        |         |  |           |        |       |  |       
|                                    |  |                                       |        |         |  |           |        |       |  |       
|                                    |  | Process                               |        | Energy  |  |           |        |       |  |        |      |           |  | Net |        | Net Income
|                                    |  | Systems                               |        | Systems |  | Corporate |        | Total |  | Income |      | Per Share
|                                    |  |                                       |        |         |  |           |        |       |  |        |      |          
|                                    |  | (In thousands, except per share data)
|2001                                |  |                                       |        |         |  |           |        |       |  |        |      |           |  |     |        |            |  |   |        |   |  |   |      |  
|Global reorganization
costs         |  | $                                     | (2,392 | )       |  | $         | 0      |       |  | $      | (100 | )         |  | $   | (2,492 | )          |  | $ | (1,670 | ) |  | $ | (.12 | )
|                                    |  |                                       |        |         |  |           |        |       |  |        |      |           |  |     |        |            |  |   |        |   |  |   |      |  
|2000                                |  |                                       |        |         |  |           |        |       |  |        |      |           |  |     |        |            |  |   |        |   |  |   |      |  
|Plant closure costs                 |  | $                                     | 0      |         |  | $         | (409   | )     |  | $      | 0    |           |  | $   | (409   | )          |  | $ | (266   | ) |  | $ | (.02 | )
|Gain on sale of building            |  |                                       | 0      |         |  |           | 918    |       |  |        | 0    |           |  |     | 918    |            |  |   | 597    |   |  |   | .04  |  
|UGE long-term
receivable write-down |  |                                       | (500   | )       |  |           | 0      |       |  |        | 0    |           |  |     | (500   | )          |  |   | (325   | ) |  |   | (.02 | )
|                                    |  |                                       |        |         |  |           |        |       |  |        |      |           |  |     |        |            |  |   |        |   |  |   |      |  
|                                    |  | $                                     | (500   | )       |  | $         | 509    |       |  | $      | 0    |           |  | $   | 9      |            |  | $ | 6      |   |  | $ | .00  |  
|                                    |  |                                       |        |         |  |           |        |       |  |        |      |           |  |     |        |            |  |   |        |   |  |   |      |  
|1999                                |  |                                       |        |         |  |           |        |       |  |        |      |           |  |     |        |            |  |   |        |   |  |   |      |  
|Plant closure costs                 |  | $                                     | 0      |         |  | $         | (4,769 | )     |  | $      | 0    |           |  | $   | (4,769 | )          |  | $ | (3,148 | ) |  | $ | (.23 | )
|Termination costs                   |  |                                       | (1,200 | )       |  |           | 0      |       |  |        | (400 | )         |  |     | (1,600 | )          |  |   | (1,056 | ) |  |   | (.08 | )
|                                    |  |                                       |        |         |  |           |        |       |  |        |      |           |  |     |        |            |  |   |        |   |  |   |      |  
|                                    |  | $                                     | (1,200 | )       |  | $         | (4,769 | )     |  | $      | (400 | )         |  | $   | (6,369 | )          |  | $ | (4,204 | ) |  | $ | (.31 | )
|                                    |  |                                       |        |         |  |           |        |       |  |        |      |           |  |     |        |            |  |   |        |   |  |   |      |  

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

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

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

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

|                   |                                                                   |                                            |       |                |       | 
|------------------ | ----------------------------------------------------------------- | ------------------------------------------ | ----- | -------------- | ----- | 
|                   |                                                                   |                                            |       | (In thousands)
|                   |                                                                   |                                            |       |               
|Asset write-downs: |                                                                   |                                            |       |               
|                   | Land and building to be sold, $800 estimated fair value           |                                            | $     | 600            |      
|                   | Machinery and equipment to be scrapped, $200 estimated fair value |                                            |       | 800            |      
|                   |                                                                   |                                            |       |               
|                   |                                                                   | Total asset write-downs                    |       |                | 1,400 | 
|Exit costs:        |                                                                   |                                            |       |               
|                   | Employee related costs:                                           |                                            |       |                |      
|                   |                                                                   | Severance, 50 Fairfield employees          |       |                | 300   | 
|                   |                                                                   | Pay to stay costs and other employee costs |       |                | 500   | 
|                   | Environmental costs related to closure of facility                |                                            |       | 1,300          |      
|                   | Holding costs of land and building until sold and other           |                                            |       | 700            |      
|                   |                                                                   |                                            |       |               
|                   |                                                                   | Total exit costs                           |       |                | 2,800 | 
|                   |                                                                   |                                            |       |               
|                   |                                                                   | $                                          | 4,200 |               
|                   |                                                                   |                                            |       |               

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

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

|                                 |  |                |       |  
|-------------------------------- |  | -------------- | ----- | -
|                                 |  | Environmental 
|                                 |  |               
|                                 |  | (In thousands)
|Liability recorded February 1999 |  | $              | 1,300 |  
|Cash payments made               |  |                | (53   | )
|                                 |  |                |       |  
|Liability at August 31, 1999     |  |                | 1,247 |  
|Cash payments made               |  |                | (411  | )
|                                 |  |                |       |  
|Liability at August 31, 2000     |  |                | 836   |  
|Cash payments made               |  |                | (131  | )
|Change in estimate               |  |                | (550  | )
|                                 |  |                |       |  
|Liability at August 31, 2001     |  | $              | 155   |  
|                                 |  |                |       |  

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Due to the Companys remediation efforts to date and ongoing discussions
with the California Environmental Protection Agency (CEPA), the Company
reduced the estimated liability by $.6 million in the second quarter of fiscal
2001. The timing of payments for the remaining liability for environmental
costs is dependent on the final ruling by the CEPA. The Company estimates that
the payment period will not exceed one year.

In an unrelated transaction, in the second quarter of fiscal 2001 the
Company paid $.5 million to pay its portion of environmental remediation costs
at a facility formerly leased by the Company.

The Company incurred additional expenses relating to the Fairfield plant
closure of $.4 million in fiscal 2000 and $.6 million in fiscal 1999. These
costs were for employee transfers, equipment relocation and training of new
employees at the Texas facility.

In the second quarter of fiscal 1999 the Company recorded termination
costs of $.4 million unrelated to the closure of the Fairfield facility. In the
fourth quarter of fiscal 1999 the Company recorded an additional $1.2 million
in severance and early retirement benefit costs to reduce its overhead cost
structure, primarily at its Moyno and Chemineer business units. The reduction
in employment levels at Chemineer was due to lower sales resulting from lower
capital spending within the specialty chemical market served by Chemineer. The
reduction in employment at Moyno was due to process changes within the
manufacturing operations and a reduction in the overhead cost structure. These
changes reduced operating costs by approximately $1.2 million annually. All of
these benefits were paid as of August 31, 2000 with no changes in estimates
made.

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Results of Operations

The following tables present components of the Companys consolidated income
statement and segment information.

|              |  |      |       |      |  |      |       |   |  |  |       |  
|------------- |  | ---- | ----- | ---- |  | ---- | ----- | - |  |  | ----- | -
|Consolidated  |  | 2001 |       | 2000 |  | 1999
|              |  |      |       |      |  |     
|Sales         |  |      | 100.0 | %    |  |      | 100.0 | % |  |  | 100.0 | %
|Cost of sales |  |      | 67.0  |      |  |      | 65.5  |   |  |  | 66.0  |  
|              |  |      |       |      |  |      |       |   |  |  |       |  
|Gross profit  |  |      | 33.0  |      |  |      | 34.5  |   |  |  | 34.0  |  
|SG&A expenses |  |      | 20.6  |      |  |      | 21.8  |   |  |  | 22.3  |  
|Amortization  |  |      | 1.9   |      |  |      | 2.0   |   |  |  | 1.9   |  
|Other         |  |      | 0.3   |      |  |      | 0.0   |   |  |  | 1.5   |  
|              |  |      |       |      |  |      |       |   |  |  |       |  
|EBIT          |  |      | 10.2  | %    |  |      | 10.7  | % |  |  | 8.3   | %
|              |  |      |       |      |  |      |       |   |  |  |       |  

|                |        |      |                |         |   |      |   |         |   |  |   |         |  
|--------------- | ------ | ---- | -------------- | ------- | - | ---- | - | ------- | - |  | - | ------- | -
|By segment      |        | 2001 |                | 2000    |   | 1999
|                |        |      |                |         |   |     
|                |        |      | (In thousands)
|Process Systems |        |      |                |         |   |      |   |         |   |  |   |        
|                | Sales  |      | $              | 311,996 |   |      | $ | 318,569 |   |  | $ | 335,648 |  
|                | EBIT   |      |                | 25,794  |   |      |   | 36,455  |   |  |   | 42,001  |  
|                | EBIT % |      |                | 8.3     | % |      |   | 11.4    | % |  |   | 12.5    | %
|               
|Energy Systems  |        |      |                |         |   |      |   |         |   |  |   |        
|                | Sales  |      | $              | 113,906 |   |      | $ | 88,145  |   |  | $ | 64,494  |  
|                | EBIT   |      |                | 26,078  |   |      |   | 16,130  |   |  |   | 1,097   |  
|                | EBIT % |      |                | 22.9    | % |      |   | 18.3    | % |  |   | 1.7     | %
|               
|Total           |        |      |                |         |   |      |   |         |   |  |   |        
|                | Sales  |      | $              | 425,902 |   |      | $ | 406,714 |   |  | $ | 400,142 |  
|                | EBIT   |      |                | 43,236  |   |      |   | 43,572  |   |  |   | 33,288  |  

FISCAL 2001 COMPARED TO FISCAL 2000  Sales of $425.9 million for fiscal 2001
were $19.2 million higher than fiscal 2000, a 4.7% increase.

The Process Systems segment had sales of $312.0 million in fiscal 2001
compared to $318.6 million in fiscal 2000. The weakening of the euro and to a
lesser extent the British pound, had a negative translation effect on sales for
the year of $13.0 million. Excluding this translation effect, sales were 2.1%
higher than last year with similar market conditions. Order levels have been
slightly higher than sales resulting in backlog increasing to $74.5 million
(excluding Romaco) from $72.8 million at the beginning of fiscal 2001. The
Process Systems segment is a long lead time business, and this low level of
opening backlog signals a slower first half of fiscal 2002 than the last half
of fiscal 2001 for this segment.

The Energy Systems segment sales were $113.9 million in fiscal 2001
compared to $88.1 million in fiscal 2000. The increase in fiscal 2001 sales is
$25.8 million, or 29.2%. High natural gas and crude oil prices have spurred an
increase in oil exploration and production activities. Incoming orders in this
segment have also been strong but the backlog is consistent with the beginning
of fiscal 2001 due to the Companys efforts to reduce lead times on customer
shipments.

Gross profit margins have decreased to 33.0% in fiscal 2001 from 34.5% in
fiscal 2000. Gross profit margins increased 2.5% due to higher sales volumes in
the Energy Systems segment, which has higher gross margin products. Offsetting
this is lower gross margins in the Process Systems segment due to the lower
sales and production volumes and a change in sales mix. Finally, the weak euro
continues to cause selling price pressures in the Companys U.K. operations
that have continental European competitors.

EBIT for fiscal 2001 is $43.2 million compared to $43.6 million in fiscal
2000, a decrease of $0.4 million or 0.9%. Excluding the effects of the special
items previously mentioned, the 2001 EBIT would be $45.7 million and the 2000
EBIT would be $43.6 million. This increase is related to the Companys Energy
Systems segment. Excluding the effects of special items, the Energy Systems
fiscal 2001 EBIT was $26.1 million compared to $15.6 million in fiscal 2000, an
increase of $10.5 million or 67.3%. The increase in EBIT is due to the sales
volume increase and the cost reductions from closing the Fairfield facility. In
the Process Systems segment EBIT before special items was $28.2 million in
fiscal 2001 and $37.0 million in fiscal 2000, a decrease of $8.8 million or
23.8%. The weakening European currencies

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against the U.S. dollar resulted in decreased EBIT of $1.0 million in fiscal 2001. The remaining decline is
attributed to lower sales in the Companys Reactor Systems product platform.
The decline in Reactor Systems sales is due to the aforementioned low
profitability and capital spending in the chemical process industry and the
weak euro creating competitive pressures for the Companys U.K. operations.

Interest expense decreased to $12.3 million in fiscal 2001 from $13.5
million in fiscal 2000. The decrease is from lower average debt levels in
fiscal 2001 and slightly lower interest rates during fiscal 2001. The Companys
effective interest rate was 6.88% in fiscal 2001 and 7.18% in fiscal 2000.

The effective tax rate was 33.1% in fiscal 2001 and 35.0% in fiscal 2000.
The fiscal 2001 tax rate is lower as the Company generates a tax benefit from
its Foreign Sales Corporation. Net deferred income tax assets of $8.9 million
at August 31, 2001 primarily relate to U.S. operations. Available carrybacks
and future pretax income at current levels would be sufficient to realize these
assets.

Net income and net income per share in fiscal 2001 are $19.6 million and
$1.63 compared to $18.1 million and $1.53 in fiscal 2000. Excluding the effect
of the special items mentioned previously, the fiscal 2001 net income and net
income per share would have been higher by $1.7 million and $0.12 respectively.
The remaining increase was primarily from the sales increase in the Energy
Systems segment.

FISCAL 2000 COMPARED TO FISCAL 1999  Sales of $406.7 million for fiscal 2000
were $6.6 million higher than fiscal 1999, a 1.6% increase. Pro-forma sales,
assuming all of the businesses owned at August 31, 2000, were owned for all of
fiscal 2000 and fiscal 1999 decreased by $6.1 million or 1.5%.

The Process Systems segment had sales of $318.6 million in fiscal 2000
compared to $335.6 million in fiscal 1999. On a pro-forma basis, the Process
Systems segment sales decreased by $28.3 million, an 8.1% decrease. The
weakening of the euro and to a lesser extent the British pound, had a negative
translation effect on sales for the year of $10.1 million. The remaining
decline in sales is attributed to low levels of profitability and capital
spending in the chemical process industry, and the weak euro causing selling
price pressures in the Companys UK operations which have continental European
competitors. Order levels have been slightly higher than sales resulting in
backlog increasing to $72.8 million from $70.9 million at the beginning of
fiscal 2000. The Process Systems segment is a long lead time business, and this
low level of opening backlog signals a slower first half of fiscal 2001 than
the last half of fiscal 2000 for this segment.

The Energy Systems segment sales were $88.1 million in fiscal 2000
compared to $64.5 million in fiscal 1999. The increase in fiscal 2000 sales is
$23.6 million, or 36.7%. The increase in oil prices has spurred an increase in
oil exploration and production activities. Incoming orders in this segment have
also been strong increasing the backlog to $7.6 million from $3.4 million at
the beginning of fiscal 2000.

Gross profit margins have increased to 34.5% in fiscal 2000 from 34.0% in
fiscal 1999. Gross profit margins increased 2% due to higher sales volumes in
the Energy Systems segment, which has higher gross margin products. Offsetting
this is lower gross margins in the Process Systems segment due to the lower
sales and production volumes and a change in sales mix.

EBIT for fiscal 2000 is $43.6 million compared to $33.3 million in fiscal
1999, an increase of $10.3 million or 30.9%. Excluding the effects of the
special items previously mentioned, the 2000 EBIT would be $43.6 million and
the1999 EBIT would be $39.7 million. This increase is primarily in the
Companys Energy Systems segment. Excluding the effects of special items, the
Energy Systems fiscal 2000 EBIT was $15.6 million compared to $5.9 million in
fiscal 1999, an increase of $9.7 million or 164.4%. The increase in EBIT is due
to the sales volume increase. The benefit of the cost reductions from closing
the Fairfield facility will not be realized until fiscal 2001. In the Process
Systems segment EBIT before special items was $37.0 million in fiscal 2000 and
$43.2 million in fiscal 1999, a decrease of $6.2 million or 14.4%. The
weakening European currencies against the dollar resulted in decreased EBIT of
$1.2 million in fiscal 2000. Approximately $3.0 million of the decline can be
attributed to large system projects in the Reactor Systems product platform
with lower than historical margins. The remaining decline is due to lower sales
volumes in the Industrial Mixers product platform.

Interest expense decreased to $13.5 million in fiscal 2000 from $13.8
million in fiscal 1999. The decrease is from lower average debt levels in
fiscal 2000 offset slightly by higher interest rates during fiscal 2000. The
Companys effective interest rate was 7.18% in fiscal 2000 and 6.7% in fiscal
1999.

The effective tax rate was 35.0% in fiscal 2000 and 34.0% in fiscal 1999.
The fiscal 2000 tax rate is higher due to a higher proportion of taxable income
in higher tax rate countries, and some tax carryforward benefits utilized
outside the U.S. in fiscal 1999. Additionally, the Company generates a tax
benefit from its Foreign Sales Corporation. Net deferred income tax assets of
$8.9 million at August 31,

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2000 primarily relate to U.S. operations. Available carrybacks and future pretax income at current levels would be sufficient to
realize these assets.

Net income and net income per share in fiscal 2000 are $18.1 million and
$1.53 compared to $11.8 million and $1.06 in fiscal 1999. Excluding the effect
of the special items mentioned previously, the fiscal 1999 net income and net
income per share would have been higher by $4.2 million and $0.31 respectively.
The remaining increase was primarily from the sales increase in the Energy
Systems segment.

Liquidity and Capital Resources

The Companys significant cash needs expected for fiscal 2002 are planned
capital expenditures of $22.5 million. The Company expects cash flow from
operating activities to be adequate for these needs. There are no significant
restrictions on the Companys ability to transfer funds from its non-U.S.
subsidiaries to the Company. The Company has available borrowings of $50.0
million under the Companys Bank Credit Agreement.

In fiscal 2001 cash flow from operating activities was $31.0 million. This
cash plus debt borrowings of $39.5 million was primarily used for business
acquisitions of $45.2 million, $20.2 million for capital expenditures and $2.4
million for dividends.

In fiscal 2001 free cash flow, cash provided by operations less capital
expenditures, was $10.8 million, a decrease of $5.4 million from fiscal 2000.
Capital expenditures were $0.4 million higher in fiscal 2001. Capital
expenditures are related to additional production capacity, cost reductions and
replacement items. The remaining decrease in free cash flow is due to higher
working capital requirements resulting from the Companys efforts to reduce
lead times on customer deliveries.

New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning
after December 15, 2001. Under the new rules, goodwill will no longer be
amortized but will be subject to annual impairment tests in accordance with
Statement No. 142. Other intangible assets will generally continue to be
amortized over their useful lives.

The Company will apply the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of fiscal 2002. Application of
the nonamortization provisions of the Statement is expected to result in an
increase in EBIT of $5.5 million and net income of $3.4 million ($0.25 per
share) per year. During 2002, the Company will perform the first of the
required impairment tests of goodwill and indefinite lived intangible assets as
of September 1, 2001 and has not yet determined what the effect of these tests
will be on the earnings and financial position of the Company.

Forward-looking Statements

This Annual Report contains Forward-looking Statements. All statements which
address operating performance, events or developments that we expect or
anticipate will occur in the future including statements related to growth,
operating margin performance, earnings per share or statements expressing
general opinions about future operating results, are forward-looking
statements.

These forward-looking statements and performance trends are subject to
certain risks and uncertainties that could cause actual results to differ
materially from these statements and trends. Such factors include, but are not
limited to, a significant decline in capital expenditure levels in the
Companys served markets, a major decline in oil and gas prices, foreign
exchange rate fluctuations, continued availability of acceptable acquisition
candidates and general economic conditions that can affect the demand in the
process industries. Any forward-looking statements are made based on known
events and circumstances at the time. The Company undertakes no obligation to
update or publicly revise these forward-looking statements to reflect events or
circumstances that arise after the date of this report.

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ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

The Company maintains operations in the United States, Canada, Mexico, Brazil,
Belgium, Germany, Italy, the United Kingdom, Singapore, Venezuela and joint
ventures in China, India and Taiwan. In its normal operations the Company has
market risk exposure to foreign exchange rates. As a result of the Companys
global operations, it has assets, liabilities and cash flows in currencies
other than U.S. dollars. The Companys significant non-U.S. operations have
their local currencies as their functional currency and primarily buy and sell
using that same currency. The Company manages its exposure to its net assets
and cash flows in currencies other than U.S. dollars by minimizing its non-U.S.
dollar net asset positions. The Company also enters into hedging transactions,
primarily currency swaps under established policies and guidelines, that enable
it to mitigate the potential adverse impact of foreign exchange rate risk. The
Company does not engage in trading or other speculative activities with these
transactions, as established policies require that such hedging transactions
relate to specific currency exposures.

The Companys main foreign exchange rate exposures relate to assets,
liabilities and cash flows denominated in British pounds, European euro and
Canadian dollars and the general economic exposure that fluctuations in these
currencies could have on the dollar value of future non-U.S. cash flows. To
illustrate the potential impact of changes in foreign currency exchange rates
on the Company as of August 31, 2001, the Companys net unhedged exposures in
each currency were remeasured assuming a 10% decrease in foreign exchange rates
compared to the U.S. dollar. Using this method the Companys EBIT and cash flow
from operations for fiscal 2001 would have decreased by $1.1 million and $1.9
million, respectively. This calculation assumes that each exchange rate would
change in the same direction relative to the U.S. dollar. In addition to the
direct effects of changes in exchange rates, such changes may also affect the
volume of sales or the foreign currency sales prices as competitors products
become more or less attractive. The Companys sensitivity analysis of the
effects of changes in foreign currency exchange rates does not include any
effects of such potential changes in sales levels or local currency prices.

The Company also has market risk exposure to interest rates. At August 31,
2001, the Company has $258.9 million in interest bearing debt obligations that
are subject to market risk exposure due to changes in interest rates. To manage
its exposure to changes in interest rates, the Company attempts to maintain a
balance between fixed and variable rate debt. Such a balance in the debt
profile is expected to moderate the Companys financing cost over time. If
long-term corporate interest rates were to drop substantially, the Company is
limited in its ability to refinance its fixed rate debt. However, the Company
does have the ability to change the characteristics of its fixed rate debt to
variable rate debt through interest rate swaps to achieve its objective of
balance. No such interest rate swaps are outstanding at August 31, 2001.

At August 31, 2001, $191.5 million of the outstanding debt is at fixed
rates with a weighted average interest rate of 6.64% and $67.4 million is at
variable rates with a weighted average interest rate of 5.06%. The estimated
fair value of the Companys total debt at August 31, 2001, is approximately
$257.2 million.

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The following table presents the aggregate maturities and related weighted average interest rates of the Companys debt obligations at
August 31, 2001, by maturity dates ($ in thousands):

|           |  |             |         |               |  |                 |      |                 |  |        |       |      |  |        |      |      |  |   |        |  |  |  |      |   |  |   |        |  |  |  |      |  
|---------- |  | ----------- | ------- | ------------- |  | --------------- | ---- | --------------- |  | ------ | ----- | ---- |  | ------ | ---- | ---- |  | - | ------ |  |  |  | ---- | - |  | - | ------ |  |  |  | ---- | -
|           |  | U.S. Dollar |         | U.S. Dollar   |  | Non U.S. Dollar |      | Non U.S. Dollar
|           |  | Fixed Rate  |         | Variable Rate |  | Fixed Rate      |      | Variable Rate  
|           |  |             |         |               |  |                 |      |                
|Maturity   |  |             |         |               |  |                 |      |                 |  |        |       |      |  |        |      |      |  |   |        |  |  |  |      |   |  |   |        |  |  |  |      |  
|Date       |  | Amount      |         | Rate          |  | Amount          |      | Rate            |  | Amount |       | Rate |  | Amount |      | Rate
|           |  |             |         |               |  |                 |      |                 |  |        |       |      |  |        |      |     
|2002       |  |             |         |               |  |                 |      |                 |  | $      | 700   |      |  |        | 6.50 | %    |  | $ | 5,400  |  |  |  | 7.09 | % |  | $ | 11,569 |  |  |  | 5.87 | %
|2003       |  |             |         |               |  |                 |      |                 |  |        | 700   |      |  |        | 6.50 |      |  |   | 10,736 |  |  |  | 6.00 |   |  |   | 41,915 |  |  |  | 4.82 |  
|2004       |  | $           | 59,691  |               |  |                 | 6.50 | %               |  |        | 700   |      |  |        | 6.50 |      |  |   | 4,043  |  |  |  | 6.00 |   |  |   | 946    |  |  |  | 4.64 |  
|2005       |  |             |         |               |  |                 |      |                 |  |        | 700   |      |  |        | 6.50 |      |  |   | 3,917  |  |  |  | 6.00 |   |  |   | 946    |  |  |  | 4.64 |  
|2006       |  |             |         |               |  |                 |      |                 |  |        | 700   |      |  |        | 6.50 |      |  |   | 3,902  |  |  |  | 8.29 |   |  |   | 946    |  |  |  | 4.64 |  
|Thereafter |  |             | 100,000 |               |  |                 | 6.78 |                 |  |        |       |      |  |        |      |      |  |   | 3,784  |  |  |  | 6.00 |   |  |   | 7,599  |  |  |  | 4.64 |  
|           |  |             |         |               |  |                 |      |                 |  |        |       |      |  |        |      |      |  |   |        |  |  |  |      |   |  |   |        |  |  |  |      |  
|Total      |  | $           | 159,691 |               |  |                 | 6.68 | %               |  | $      | 3,500 |      |  |        | 6.50 | %    |  | $ | 31,782 |  |  |  | 6.47 | % |  | $ | 63,921 |  |  |  | 4.98 | %
|           |  |             |         |               |  |                 |      |                 |  |        |       |      |  |        |      |      |  |   |        |  |  |  |      |   |  |   |        |  |  |  |      |  
|Fair value |  | $           | 158,000 |               |  |                 |      |                 |  | $      | 3,500 |      |  |        |      |      |  | $ | 31,782 |  |  |  |      |   |  | $ | 63,921 |  |  |  |      |  
|           |  |             |         |               |  |                 |      |                 |  |        |       |      |  |        |      |      |  |   |        |  |  |  |      |   |  |   |        |  |  |  |      |  

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

|                                      |                                         |                                                         |         |         |            |         |         |         |         |        |  
|------------------------------------- | --------------------------------------- | ------------------------------------------------------- | ------- | ------- | ---------- | ------- | ------- | ------- | ------- | ------ | -
|                                      |                                         |                                                         |         |         | August 31,
|                                      |                                         |                                                         |         |         |           
|                                      |                                         |                                                         |         |         | 2001       |         | 2000   
|                                      |                                         |                                                         |         |         |            |         |        
|ASSETS                                |                                         |                                                         |         |         |            |         |         |        
|Current Assets:                       |                                         |                                                         |         |         |            |         |         |        
|                                      | Cash and cash equivalents               |                                                         | $       | 16,122  |            |         | $       | 11,244  |        
|                                      | Accounts receivable                     |                                                         |         | 105,294 |            |         |         | 80,872  |        
|                                      | Inventories                             |                                                         |         | 116,977 |            |         |         | 60,096  |        
|                                      | Other current assets                    |                                                         |         | 13,084  |            |         |         | 7,189   |        
|                                      | Deferred taxes                          |                                                         |         | 16,336  |            |         |         | 7,482   |        
|                                      |                                         |                                                         |         |         |            |         |         |        
|                                      |                                         | Total Current Assets                                    |         |         | 267,813    |         |         |         | 166,883 |       
|Goodwill                              |                                         |                                                         | 217,548 |         |            |         | 187,382 |        
|Other Intangible Assets               |                                         |                                                         | 17,899  |         |            |         | 16,937  |        
|Deferred Taxes                        |                                         |                                                         | 0       |         |            |         | 1,398   |        
|Other Assets                          |                                         |                                                         | 7,603   |         |            |         | 7,675   |        
|Property, Plant and Equipment         |                                         |                                                         | 149,397 |         |            |         | 115,404 |        
|                                      |                                         |                                                         |         |         |            |         |         |        
|                                      |                                         | $                                                       | 660,260 |         |            | $       | 495,679 |        
|                                      |                                         |                                                         |         |         |            |         |         |        
|LIABILITIES AND SHAREHOLDERS EQUITY  |                                         |                                                         |         |         |            |         |         |        
|Current Liabilities:                  |                                         |                                                         |         |         |            |         |         |        
|                                      | Accounts payable                        |                                                         | $       | 43,018  |            |         | $       | 33,467  |        
|                                      | Accrued expenses                        |                                                         |         | 88,560  |            |         |         | 56,481  |        
|                                      | Current portion of long-term debt       |                                                         |         | 17,669  |            |         |         | 1,341   |        
|                                      |                                         |                                                         |         |         |            |         |         |        
|                                      |                                         | Total Current Liabilities                               |         |         | 149,247    |         |         |         | 91,289  |       
|Long-Term Debt  Less Current Portion |                                         |                                                         | 241,225 |         |            |         | 176,523 |        
|Deferred Taxes                        |                                         |                                                         | 7,414   |         |            |         | 0       |        
|Other Long-Term Liabilities           |                                         |                                                         | 56,420  |         |            |         | 53,134  |        
|Minority Interest                     |                                         |                                                         | 8,052   |         |            |         | 7,551   |        
|Shareholders Equity:                 |                                         |                                                         |         |         |            |         |         |        
|                                      | Common stock  without par value:       |                                                         |         |         |            |         |         |         |        
|                                      |                                         | Authorized shares-40,000,000                            |         |         |            |         |         |         |         |       
|                                      |                                         | Issued shares  11,825,950 in 2001 (11,225,950 in 2000) |         |         | 48,483     |         |         |         | 33,586  |       
|                                      |                                         | Treasury shares  100,275 in 2001 (269,499 in 2000)     |         |         | (2,150     | )       |         |         | (5,792  | )     
|                                      | Retained earnings                       |                                                         |         | 164,864 |            |         |         | 147,664 |        
|                                      | Accumulated other comprehensive (loss): |                                                         |         |         |            |         |         |         |        
|                                      |                                         | Foreign currency translation                            |         |         | (10,902    | )       |         |         | (8,145  | )     
|                                      |                                         | Minimum pension liability                               |         |         | (2,393     | )       |         |         | (131    | )     
|                                      |                                         |                                                         |         |         |            |         |         |        
|                                      |                                         |                                                         | Total   |         |            | (13,295 | )       |         |         | (8,276 | )
|                                      |                                         |                                                         |         |         |            |         |         |        
|                                      |                                         |                                                         | 197,902 |         |            |         | 167,182 |        
|                                      |                                         |                                                         |         |         |            |         |         |        
|                                      |                                         | $                                                       | 660,260 |         |            | $       | 495,679 |        
|                                      |                                         |                                                         |         |         |            |         |         |        

See Notes to Consolidated Financial Statements

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

|                             |                                              |   |        |        |          |   |          |        |               |   |         |        |   |   |             |        |   |   |         |        |  
|---------------------------- | -------------------------------------------- | - | ------ | ------ | -------- | - | -------- | ------ | ------------- | - | ------- | ------ | - | - | ----------- | ------ | - | - | ------- | ------ | -
|                             |                                              |   |        |        |          |   |          |        |               |   |         |        |   |   | Accumulated |        |   |   |        
|                             |                                              |   |        |        |          |   |          |        |               |   |         |        |   |   | Other       |        |   |   |        
|                             |                                              |   | Common |        | Treasury |   | Retained |        | Comprehensive |   |         |        |  
|                             |                                              |   | Shares |        | Shares   |   | Earnings |        | (Loss)        |   | Total  
|                             |                                              |   |        |        |          |   |          |        |               |   |        
|Balance at September 1, 1998 |                                              | $ | 35,749 |        |          | $ | (4,886   | )      |               | $ | 122,580 |        |   | $ | (2,680      | )      |   | $ | 150,763 |       
|                             | Net income                                   |   |        |        |          |   |          |        |               |   |         | 11,849 |   |   |             |        |   |   |         | 11,849 |  
|                             | Change in foreign currency translation       |   |        |        |          |   |          |        |               |   |         |        |   |   |             | (1,167 | ) |   |         | (1,167 | )
|                             | Change in minimum pension liability          |   |        |        |          |   |          |        |               |   |         |        |   |   |             | (1,410 | ) |   |         | (1,410 | )
|                             |                                              |   |        |        |          |   |          |        |               |   |         |        |   |   |             |        |   |   |         |       
|                             | Comprehensive income                         |   |        |        |          |   |          |        |               |   |         |        |   |   |             |        |   |   |         | 9,272  |  
|                             | Cash dividends declared, $0.22 per share     |   |        |        |          |   |          |        |               |   |         | (2,414 | ) |   |             |        |   |   |         | (2,414 | )
|                             | Stock options exercised, 95,400 shares       |   |        | (1,480 | )        |   |          | 2,188  |               |   |         |        |   |   |             |        |   |   |         | 708    |  
|                             | Proceeds from share sales, 39,579 shares     |   |        | (523   | )        |   |          | 1,343  |               |   |         |        |   |   |             |        |   |   |         | 820    |  
|                             | Performance stock award expense              |   |        | (243   | )        |   |          |        |               |   |         |        |   |   |             |        |   |   |         | (243   | )
|                             | Performance stock issuances, 19,427 shares   |   |        |        |          |   |          |        |               |   |         |        |   |   |             |        |   |   |         |        |  
|                             | Stock repurchase program, 231,153 shares     |   |        |        |          |   |          | (5,061 | )             |   |         |        |   |   |             |        |   |   |         | (5,061 | )
|                             | Other stock purchases, 3,563 shares          |   |        |        |          |   |          | (84    | )             |   |         |        |   |   |             |        |   |   |         | (84    | )
|                             | Tax benefit of stock options exercised       |   |        | 465    |          |   |          |        |               |   |         |        |   |   |             |        |   |   |         | 465    |  
|                             |                                              |   |        |        |          |   |          |        |               |   |         |        |   |   |             |        |   |   |         |       
|Balance at August 31, 1999   |                                              |   | 33,968 |        |          |   | (6,500   | )      |               |   | 132,015 |        |   |   | (5,257      | )      |   |   | 154,226 |       
|                             | Net income                                   |   |        |        |          |   |          |        |               |   |         | 18,056 |   |   |             |        |   |   |         | 18,056 |  
|                             | Change in foreign currency translation       |   |        |        |          |   |          |        |               |   |         |        |   |   |             | (5,199 | ) |   |         | (5,199 | )
|                             | Change in minimum pension liability          |   |        |        |          |   |          |        |               |   |         |        |   |   |             | 2,180  |   |   |         | 2,180  |  
|                             |                                              |   |        |        |          |   |          |        |               |   |         |        |   |   |             |        |   |   |         |       
|                             | Comprehensive income                         |   |        |        |          |   |          |        |               |   |         |        |   |   |             |        |   |   |         | 15,037 |  
|                             | Cash dividends declared, $0.22 per share     |   |        |        |          |   |          |        |               |   |         | (2,407 | ) |   |             |        |   |   |         | (2,407 | )
|                             | Stock options exercised, 21,500 shares       |   |        | (199   | )        |   |          | 463    |               |   |         |        |   |   |             |        |   |   |         | 264    |  
|                             | Proceeds from share sales, 70,832 shares     |   |        | (271   | )        |   |          | 1,582  |               |   |         |        |   |   |             |        |   |   |         | 1,311  |  
|                             | Stock repurchase program, 77,085 shares      |   |        |        |          |   |          | (1,337 | )             |   |         |        |   |   |             |        |   |   |         | (1,337 | )
|                             | Tax benefit of stock options exercised       |   |        | 88     |          |   |          |        |               |   |         |        |   |   |             |        |   |   |         | 88     |  
|                             |                                              |   |        |        |          |   |          |        |               |   |         |        |   |   |             |        |   |   |         |       
|Balance at August 31, 2000   |                                              |   | 33,586 |        |          |   | (5,792   | )      |               |   | 147,664 |        |   |   | (8,276      | )      |   |   | 167,182 |       
|                             | Net income                                   |   |        |        |          |   |          |        |               |   |         | 19,631 |   |   |             |        |   |   |         | 19,631 |  
|                             | Change in foreign currency translation       |   |        |        |          |   |          |        |               |   |         |        |   |   |             | (2,757 | ) |   |         | (2,757 | )
|                             | Change in minimum pension liability          |   |        |        |          |   |          |        |               |   |         |        |   |   |             | (2,262 | ) |   |         | (2,262 | )
|                             |                                              |   |        |        |          |   |          |        |               |   |         |        |   |   |             |        |   |   |         |       
|                             | Comprehensive income                         |   |        |        |          |   |          |        |               |   |         |        |   |   |             |        |   |   |         | 14,612 |  
|                             | Cash dividends declared, $0.22 per share     |   |        |        |          |   |          |        |               |   |         | (2,431 | ) |   |             |        |   |   |         | (2,431 | )
|                             | Stock options exercised, 130,266 shares      |   |        | (1,473 | )        |   |          | 2,788  |               |   |         |        |   |   |             |        |   |   |         | 1,315  |  
|                             | Proceeds from share sales, 38,958 shares     |   |        | 121    |          |   |          | 854    |               |   |         |        |   |   |             |        |   |   |         | 975    |  
|                             | Stock issued for acquisition, 600,000 shares |   |        | 15,354 |          |   |          |        |               |   |         |        |   |   |             |        |   |   |         | 15,354 |  
|                             | Performance stock award expense              |   |        | 126    |          |   |          |        |               |   |         |        |   |   |             |        |   |   |         | 126    |  
|                             | Tax benefit of stock options exercised       |   |        | 769    |          |   |          |        |               |   |         |        |   |   |             |        |   |   |         | 769    |  
|                             |                                              |   |        |        |          |   |          |        |               |   |         |        |   |   |             |        |   |   |         |       
|Balance at August 31, 2001   |                                              | $ | 48,483 |        |          | $ | (2,150   | )      |               | $ | 164,864 |        |   | $ | (13,295     | )      |   | $ | 197,902 |       
|                             |                                              |   |        |        |          |   |          |        |               |   |         |        |   |   |             |        |   |   |         |       

See Notes to Consolidated Financial Statements

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

|                                                 |         |   |                        |      |      |   |         |      |  |   |         |      | 
|------------------------------------------------ | ------- | - | ---------------------- | ---- | ---- | - | ------- | ---- |  | - | ------- | ---- | 
|                                                 |         |   | Years ended August 31,
|                                                 |         |   |                       
|                                                 |         |   | 2001                   |      | 2000 |   | 1999   
|                                                 |         |   |                        |      |      |   |        
|Sales                                            |         | $ | 425,902                |      |      | $ | 406,714 |      |  | $ | 400,142 |     
|Cost of sales                                    |         |   | 285,168                |      |      |   | 266,480 |      |  |   | 263,976 |     
|                                                 |         |   |                        |      |      |   |         |      |  |   |         |     
|Gross profit                                     |         |   | 140,734                |      |      |   | 140,234 |      |  |   | 136,166 |     
|Selling, general and administrative expenses     |         |   | 87,844                 |      |      |   | 88,594  |      |  |   | 89,403  |     
|Amortization                                     |         |   | 8,187                  |      |      |   | 8,077   |      |  |   | 7,660   |     
|Other                                            |         |   | 1,467                  |      |      |   | (9      | )    |  |   | 5,815   |     
|                                                 |         |   |                        |      |      |   |         |      |  |   |         |     
|Income before interest and income taxes          |         |   | 43,236                 |      |      |   | 43,572  |      |  |   | 33,288  |     
|Interest expense                                 |         |   | 12,312                 |      |      |   | 13,531  |      |  |   | 13,752  |     
|                                                 |         |   |                        |      |      |   |         |      |  |   |         |     
|Income before income taxes and minority interest |         |   | 30,924                 |      |      |   | 30,041  |      |  |   | 19,536  |     
|Income tax expense                               |         |   | 10,229                 |      |      |   | 10,513  |      |  |   | 6,647   |     
|Minority interest                                |         |   | 1,064                  |      |      |   | 1,472   |      |  |   | 1,040   |     
|                                                 |         |   |                        |      |      |   |         |      |  |   |         |     
|Net income                                       |         | $ | 19,631                 |      |      | $ | 18,056  |      |  | $ | 11,849  |     
|                                                 |         |   |                        |      |      |   |         |      |  |   |         |     
|Net income per share:                            |         |   |                        |      |      |   |         |      |  |   |         |     
|                                                 | Basic   |   | $                      | 1.78 |      |   | $       | 1.65 |  |   | $       | 1.08 | 
|                                                 |         |   |                        |      |      |   |         |      |  |   |         |     
|                                                 | Diluted |   | $                      | 1.63 |      |   | $       | 1.53 |  |   | $       | 1.06 | 
|                                                 |         |   |                        |      |      |   |         |      |  |   |         |     

See Notes to Consolidated Financial Statements

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

|                     |  |                                                                                      |                                                |   |                        |        |      |   |         |         |   |   |         |        |  
|-------------------- |  | ------------------------------------------------------------------------------------ | ---------------------------------------------- | - | ---------------------- | ------ | ---- | - | ------- | ------- | - | - | ------- | ------ | -
|                     |  |                                                                                      |                                                |   | Years Ended August 31,
|                     |  |                                                                                      |                                                |   |                       
|                     |  |                                                                                      |                                                |   | 2001                   |        | 2000 |   | 1999   
|                     |  |                                                                                      |                                                |   |                        |        |      |   |        
|OPERATING ACTIVITIES |  |                                                                                      |                                                |   |                        |        |      |   |         |         |   |  
|                     |  | Net Income                                                                           |                                                | $ | 19,631                 |        |      | $ | 18,056  |         |   | $ | 11,849  |       
|                     |  | Adjustments to reconcile net income to net cash                                      |                                                |   |                        |        |      |   |         |         |   |   |         |       
|                     |  | and cash equivalents provided by operating activities:                               |                                                |   |                        |        |      |   |         |         |   |   |         |       
|                     |  |                                                                                      | Depreciation                                   |   |                        | 16,161 |      |   |         | 16,293  |   |   |         | 16,861 |  
|                     |  |                                                                                      | Amortization                                   |   |                        | 8,187  |      |   |         | 8,077   |   |   |         | 7,660  |  
|                     |  |                                                                                      | Deferred taxes                                 |   |                        | 3,306  |      |   |         | (3,434  | ) |   |         | (2,447 | )
|                     |  |                                                                                      | Asset impairment charges                       |   |                        | 1,000  |      |   |         | 0       |   |   |         | 1,400  |  
|                     |  |                                                                                      | Performance stock awards                       |   |                        | 126    |      |   |         | 0       |   |   |         | (243   | )
|                     |  | Changes in operating assets and liabilities  excluding
the effects of acquisitions: |                                                |   |                        |        |      |   |         |         |   |   |         |       
|                     |  |                                                                                      | Accounts receivable                            |   |                        | (2,390 | )    |   |         | (10,212 | ) |   |         | (310   | )
|                     |  |                                                                                      | Inventories                                    |   |                        | (6,408 | )    |   |         | (9,054  | ) |   |         | 11,067 |  
|                     |  |                                                                                      | Other current assets                           |   |                        | (220   | )    |   |         | 5,675   |   |   |         | (7,844 | )
|                     |  |                                                                                      | Other assets                                   |   |                        | (207   | )    |   |         | 4,895   |   |   |         | 1,138  |  
|                     |  |                                                                                      | Accounts payable                               |   |                        | (3,143 | )    |   |         | 7,500   |   |   |         | (3,640 | )
|                     |  |                                                                                      | Accrued expenses and other liabilities         |   |                        | (5,059 | )    |   |         | (1,756  | ) |   |         | 3,972  |  
|                     |  |                                                                                      |                                                |   |                        |        |      |   |         |         |   |  
|                     |  | Net cash and cash equivalents provided by operating activities                       |                                                |   | 30,984                 |        |      |   | 36,040  |         |   |   | 39,463  |       
|INVESTING ACTIVITIES |  |                                                                                      |                                                |   |                        |        |      |   |         |         |   |  
|                     |  | Capital expenditures, net of nominal disposals                                       |                                                |   | (20,200                | )      |      |   | (19,842 | )       |   |   | (11,612 | )     
|                     |  | Purchase of Rodec and ABI                                                            |                                                |   | (6,008                 | )      |      |   | 0       |         |   |   | 0       |       
|                     |  | Purchase of Romaco, net of cash acquired                                             |                                                |   | (38,703                | )      |      |   | 0       |         |   |   | 0       |       
|                     |  | Purchase of GMM Pfaudler and Chemineer de Mexico                                     |                                                |   | (523                   | )      |      |   | (261    | )       |   |   | (5,344  | )     
|                     |  |                                                                                      |                                                |   |                        |        |      |   |         |         |   |  
|                     |  | Net cash and cash equivalents used by investing activities                           |                                                |   | (65,434                | )      |      |   | (20,103 | )       |   |   | (16,956 | )     
|FINANCING ACTIVITIES |  |                                                                                      |                                                |   |                        |        |      |   |         |         |   |  
|                     |  | Proceeds from debt borrowings                                                        |                                                |   | 69,828                 |        |      |   | 12,731  |         |   |   | 25,599  |       
|                     |  | Payments of long-term debt                                                           |                                                |   | (30,359                | )      |      |   | (18,347 | )       |   |   | (39,996 | )     
|                     |  | Proceeds from sale of common stock                                                   |                                                |   | 2,290                  |        |      |   | 1,075   |         |   |   | 1,528   |       
|                     |  | Purchase of common stock and convertible subordinated notes                          |                                                |   | 0                      |        |      |   | (6,646  | )       |   |   | (5,145  | )     
|                     |  | Dividends paid                                                                       |                                                |   | (2,431                 | )      |      |   | (2,407  | )       |   |   | (2,414  | )     
|                     |  |                                                                                      |                                                |   |                        |        |      |   |         |         |   |  
|                     |  | Net cash and cash equivalents provided (used) by financing activities                |                                                |   | 39,328                 |        |      |   | (13,594 | )       |   |   | (20,428 | )     
|                     |  |                                                                                      |                                                |   |                        |        |      |   |         |         |   |  
|                     |  |                                                                                      | Increase in cash and cash equivalents          |   |                        | 4,878  |      |   |         | 2,343   |   |   |         | 2,079  |  
|                     |  |                                                                                      | Cash and cash equivalents at beginning of year |   |                        | 11,244 |      |   |         | 8,901   |   |   |         | 6,822  |  
|                     |  |                                                                                      |                                                |   |                        |        |      |   |         |         |   |  
|                     |  |                                                                                      | Cash and cash equivalents at end of year       |   | $                      | 16,122 |      |   | $       | 11,244  |   |   | $       | 8,901  |  
|                     |  |                                                                                      |                                                |   |                        |        |      |   |         |         |   |  

See Notes to Consolidated Financial Statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Robbins & Myers, Inc. and Subsidiaries
NOTE 1  SUMMARY OF ACCOUNTING POLICIES
Consolidation

The consolidated financial statements include accounts of the Company and its
subsidiaries. All significant intercompany accounts and transactions have been
eliminated upon consolidation. All of the Companys operations are conducted in
producing and selling original and used equipment and aftermarket parts in the
pharmaceutical and healthcare, general industrial and oil and gas exploration
industries.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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 estimates.

Accounts Receivable

Accounts receivable relate primarily to customers located in North America and
Western Europe and are concentrated in the pharmaceutical, specialty chemical
and oil and gas markets. 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

Inventories are stated at the lower of cost or market determined by the
last-in, first-out (LIFO) method in the U.S. and the first-in, first-out
(FIFO) method outside the U.S.

Goodwill and Other Intangible Assets

Goodwill is the excess of the purchase price paid
over the value of net assets of businesses acquired. The carrying
value of goodwill is reviewed quarterly if the facts and circumstances suggest that it may be impaired. If the review
indicates that goodwill is impaired, as determined by the
undiscounted cash flow method, it will be reduced to its estimated recoverable value.

Amortization is calculated on the straight-line basis using the following
lives:

|                       |  |                |  | 
|---------------------- |  | -------------- |  | 
|Patents and trademarks |  | 14 to 17 years
|Non-compete agreements |  | 3 to 5 years  
|Financing costs        |  | 5 years       
|Acquisition costs      |  | 20 to 40 years
|Goodwill               |  | 20 to 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               |  | 45 years     
|Machinery and equipment |  | 3 to 15 years

The Companys normal policy is to expense repairs and improvements made to
capital assets as incurred. In limited circumstances, betterments 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.

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 net income when incurred. Adjustments resulting from

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the translation of non-U.S. financial statements into U.S. dollars are recognized in accumulated
other comprehensive income or loss for all non-U.S. units.

Product Warranties

The Company recognizes a product warranty liability based on the historical
relationship of warranty claims to net sales.

Revenue Recognition

The Company recognizes revenue at the time of title passage to the Companys
customer.

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 non-U.S. income
when remitted to the U.S. The Company does not provide U.S. income taxes on the
remaining undistributed non-U.S. income, which aggregated $22,000,000 at August
31, 2001, as it is the Companys intention to maintain its investments in these
operations.

Consolidated Cash Flow Statement

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

Fair Value of Financial Instruments

The following methods and assumptions were used by the Company in estimating
the fair value of financial instruments:

Cash and cash equivalents  The amounts reported approximate market value.

Long-term debt  The market value of the Companys debt is $257,203,000
at August 31, 2001 and $173,000,000 at August 31,
2000.
     These amounts are based on the terms, interest
rates and maturities currently available to the Company for similar debt
instruments.

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

Common Stock Plans

Common stock plans involving the issuance of stock options are accounted for as
noncompensatory plans. Common stock plans involving the issuance of a variable
number of shares based on performance are accounted for as compensatory plans.

New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning
after December 15, 2001. Under the new rules, goodwill will no longer be
amortized but will be subject to annual impairment tests in accordance with
Statement No. 142. Other intangible assets will generally continue to be
amortized over their useful lives.

The Company will apply the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of fiscal 2002. Application of
the nonamortization provisions of the Statement is expected to result in an
increase in EBIT of $5,500,000 and net income of $3,400,000 ($0.25 per share)
per year. During 2002, the Company will perform the first of the required
impairment tests of goodwill and indefinite lived intangible assets as of
September 1, 2001 and has not yet determined what the effect of these tests
will be on the earnings and financial position of the Company.

Reclassifications

Certain prior year amounts are reclassified to conform with the current year
presentation.

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NOTE 2  BUSINESS ACQUISITIONS

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

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

On August 31, 2001, the Company purchased the stock of Romaco NV, a
Netherland Antilles corporation (Romaco). The initial purchase price is
$95,238,000 and includes cash, 600,000 shares of Robbins & Myers Common Stock,
five-year subordinated notes to be held by the seller and assumed debt. There
is a deferred payment linked to Romacos sales and income performance for
calendar year 2001. This additional payment would be $25,000,000 to $30,000,000
based on expected results for the full year and would be paid 50% in cash and
50% in five-year subordinated notes. Romaco is a leading supplier of processing
and packaging equipment for the pharmaceutical, healthcare and cosmetics
industries with pro-forma fiscal year 2001 sales of $142,000,000.

The following table summarizes the estimated fair values of the assets
acquired and liabilities assumed of Romaco at the date of acquisition. The
Company is still in the process of determining the valuations of certain
assets; thus the allocation of the purchase price is subject to refinement.

|                              |                           |   |                 |         |  
|----------------------------- | ------------------------- | - | --------------- | ------- | -
|                              |                           |   | August 31, 2001
|                              |                           |   |                
|                              |                           |   | (In thousands) 
|Current assets                |                           | $ | 85,163          |        
|Property, plant and equipment |                           |   | 29,772          |        
|Goodwill                      |                           |   | 33,205          |        
|Other assets                  |                           |   | 1,246           |        
|                              |                           |   |                 |        
|                              | Total assets acquired     |   |                 | 149,386 |  
|Current liabilities           |                           |   | (63,166         | )      
|Long-term debt                |                           |   | (26,324         | )      
|Other liabilities             |                           |   | (3,342          | )      
|                              |                           |   |                 |        
|                              | Total liabilities assumed |   |                 | (92,832 | )
|                              |                           |   |                 |        
|                              | Net assets acquired       |   | $               | 56,554  |  
|                              |                           |   |                 |        

Since the Romaco acquisition occurred on August 31, 2001, the results of
their operations are not included in the Companys Consolidated Income
Statement. Following are the unaudited pro-forma consolidated results of
operations of the Company assuming the acquisition of Romaco had occurred at
the beginning of the respective period. In preparing the pro-forma data,
adjustments have been made to the historical financial information. These are
primarily interest costs related to financing the transaction, adjustments to
the corporate costs and income taxes. There is no amortization of the Romaco
goodwill included in the pro-forma amounts.

|                             |  |                                          |         |      |  |      |         |  |  |   |         | 
|---------------------------- |  | ---------------------------------------- | ------- | ---- |  | ---- | ------- |  |  | - | ------- | 
|                             |  | 2001                                     |         | 2000 |  | 1999
|                             |  |                                          |         |      |  |     
|                             |  | (In thousands, except per share amounts)
|Sales                        |  | $                                        | 568,119 |      |  | $    | 541,239 |  |  | $ | 511,947 | 
|Net income                   |  |                                          | 22,693  |      |  |      | 20,358  |  |  |   | 14,119  | 
|Basic net income per share   |  |                                          | 1.95    |      |  |      | 1.76    |  |  |   | 1.22    | 
|Diluted net income per share |  |                                          | 1.78    |      |  |      | 1.62    |  |  |   | 1.18    | 

On July 19, 1999, the Company purchased additional shares of GMM Pfaudler
Limited, an Indian Corporation, (GMM) for $3,744,000. These additional shares
increased the Companys ownership from 40% to 51% and results in the Company
controlling GMM. Therefore, the Company consolidated GMM into its financial
statements from that date and recorded a minority interest for the remaining
49% owners share of GMM. The Companys interest in GMM was previously recorded
under the equity method.

On June 30, 1999, the Company purchased 51% of Chemineer de Mexico, S.A.
de C.V. (Chemineer de Mexico), a Mexican corporation and its licensee in
Mexico for $1,600,000. On December 31, 1999, the Company purchased an
additional 16.3% of Chemineer de Mexico for $261,000. The remaining 32.7% of
Chemineer de Mexico was purchased in April 2001 for $523,000.

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On December 1, 1998, the Universal Glasteel Equipment (UGE) partnership
agreement with Universal Process Equipment, Inc. (UPE) was amended so that
the Company appoints the President, approves budgets, and approves major
decisions with respect to UGE. The amendment results in the Company controlling
UGE. Therefore, the Company consolidated UGE into its financial statements from
that date and recorded a minority interest for UPEs share of UGE. The
Companys interest in UGE was previously recorded under the equity method. The
Companys ownership share of UGE did not change as a result of the amendments.

NOTE 3  BALANCE SHEET INFORMATION

Accounts receivable

|                                 |  |                |       |      |  |   |       | 
|-------------------------------- |  | -------------- | ----- | ---- |  | - | ----- | 
|                                 |  | 2001           |       | 2000
|                                 |  |                |       |     
|                                 |  | (In thousands)
|Allowances for doubtful accounts |  | $              | 1,492 |      |  | $ | 1,726 | 
|                                 |  |                |       |      |  |   |       | 

Inventories

|                                |                   |   |                |        |      |   |        |        | 
|------------------------------- | ----------------- | - | -------------- | ------ | ---- | - | ------ | ------ | 
|                                |                   |   | 2001           |        | 2000
|                                |                   |   |                |        |     
|                                |                   |   | (In thousands)
|FIFO:                           |                   |   |                |        |      |   |        |       
|                                | Finished products |   | $              | 37,191 |      |   | $      | 20,366 | 
|                                | Work in process   |   |                | 38,913 |      |   |        | 15,965 | 
|                                | Raw materials     |   |                | 45,968 |      |   |        | 29,275 | 
|                                |                   |   |                |        |      |   |        |       
|                                |                   |   | 122,072        |        |      |   | 65,606 |       
|LIFO reserve, U. S. Inventories |                   |   | (5,095         | )      |      |   | (5,510 | )     
|                                |                   |   |                |        |      |   |        |       
|                                |                   | $ | 116,977        |        |      | $ | 60,096 |       
|                                |                   |   |                |        |      |   |        |       
|Non-U.S. inventories at FIFO    |                   | $ | 78,462         |        |      | $ | 30,759 |       
|                                |                   |   |                |        |      |   |        |       

Other intangible assets

|                                                                 |  |                |        |      |  |   |        | 
|---------------------------------------------------------------- |  | -------------- | ------ | ---- |  | - | ------ | 
|                                                                 |  | 2001           |        | 2000
|                                                                 |  |                |        |     
|                                                                 |  | (In thousands)
|Patents and trademarks                                           |  | $              | 5,954  |      |  | $ | 2,311  | 
|Non-compete agreements                                           |  |                | 3,639  |      |  |   | 4,943  | 
|Financing costs                                                  |  |                | 2,043  |      |  |   | 2,650  | 
|Acquisition costs                                                |  |                | 3,100  |      |  |   | 3,338  | 
|Pension intangible                                               |  |                | 2,592  |      |  |   | 2,734  | 
|Other                                                            |  |                | 571    |      |  |   | 961    | 
|                                                                 |  |                |        |      |  |   |        | 
|                                                                 |  | $              | 17,899 |      |  | $ | 16,937 | 
|                                                                 |  |                |        |      |  |   |        | 
|Accumulated amortization of goodwill and other intangible assets |  | $              | 44,270 |      |  | $ | 36,083 | 
|                                                                 |  |                |        |      |  |   |        | 

Property, plant and equipment

|                              |  |                |         |      |  |   |         | 
|----------------------------- |  | -------------- | ------- | ---- |  | - | ------- | 
|                              |  | 2001           |         | 2000
|                              |  |                |         |     
|                              |  | (In thousands)
|Land and improvements         |  | $              | 10,319  |      |  | $ | 10,584  | 
|Buildings                     |  |                | 68,217  |      |  |   | 44,168  | 
|Machinery and equipment       |  |                | 174,397 |      |  |   | 152,371 | 
|                              |  |                |         |      |  |   |         | 
|                              |  |                | 252,933 |      |  |   | 207,123 | 
|Less accumulated depreciation |  |                | 103,536 |      |  |   | 91,719  | 
|                              |  |                |         |      |  |   |         | 
|                              |  | $              | 149,397 |      |  | $ | 115,404 | 
|                              |  |                |         |      |  |   |         | 

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Accrued expenses

|                                    |  |                |        |      |  |   |        | 
|----------------------------------- |  | -------------- | ------ | ---- |  | - | ------ | 
|                                    |  | 2001           |        | 2000
|                                    |  |                |        |     
|                                    |  | (In thousands)
|Salaries, wages and payroll taxes   |  | $              | 16,281 |      |  | $ | 9,386  | 
|Customer advances                   |  |                | 19,749 |      |  |   | 6,154  | 
|Pension benefits                    |  |                | 5,179  |      |  |   | 4,900  | 
|U.S. other post retirement benefits |  |                | 2,000  |      |  |   | 2,000  | 
|Warranty costs                      |  |                | 10,176 |      |  |   | 8,332  | 
|Accrued interest                    |  |                | 4,292  |      |  |   | 4,408  | 
|Income taxes                        |  |                | 5,855  |      |  |   | 4,406  | 
|Plant closure                       |  |                | 155    |      |  |   | 836    | 
|Other                               |  |                | 24,873 |      |  |   | 16,059 | 
|                                    |  |                |        |      |  |   |        | 
|                                    |  | $              | 88,560 |      |  | $ | 56,481 | 
|                                    |  |                |        |      |  |   |        | 

Other long-term liabilities

|                                   |  |                |        |      |  |   |        | 
|---------------------------------- |  | -------------- | ------ | ---- |  | - | ------ | 
|                                   |  | 2001           |        | 2000
|                                   |  |                |        |     
|                                   |  | (In thousands)
|German pension liability           |  | $              | 24,867 |      |  | $ | 23,511 | 
|U.S. other postretirement benefits |  |                | 12,108 |      |  |   | 12,478 | 
|U.S. pension liability             |  |                | 3,512  |      |  |   | 4,158  | 
|Italy long-term tax liability      |  |                | 2,694  |      |  |   | 3,458  | 
|Casualty insurance reserves        |  |                | 653    |      |  |   | 1,241  | 
|Deferred research grants           |  |                | 1,245  |      |  |   | 1,405  | 
|Other                              |  |                | 11,341 |      |  |   | 6,883  | 
|                                   |  |                |        |      |  |   |        | 
|                                   |  | $              | 56,420 |      |  | $ | 53,134 | 
|                                   |  |                |        |      |  |   |        | 

NOTE 4  INCOME STATEMENT INFORMATION

Other

|                                    |  |                |       |      |  |      |      |   |  |   |       |  
|----------------------------------- |  | -------------- | ----- | ---- |  | ---- | ---- | - |  | - | ----- | -
|                                    |  | 2001           |       | 2000 |  | 1999
|                                    |  |                |       |      |  |     
|                                    |  | (In thousands)
|Plant closure costs                 |  | $              | (25   | )    |  | $    | 409  |   |  | $ | 4,769 |  
|Global reorganization costs         |  |                | 1,492 |      |  |      | 0    |   |  |   | 0     |  
|Termination costs                   |  |                | 0     |      |  |      | 0    |   |  |   | 1,600 |  
|Equity income                       |  |                | 0     |      |  |      | 0    |   |  |   | (554  | )
|Gain on sale of building            |  |                | 0     |      |  |      | (918 | ) |  |   | 0     |  
|UGE long-term receivable write-down |  |                | 0     |      |  |      | 500  |   |  |   | 0     |  
|                                    |  |                |       |      |  |      |      |   |  |   |       |  
|                                    |  | $              | 1,467 |      |  | $    | (9   | ) |  | $ | 5,815 |  
|                                    |  |                |       |      |  |      |      |   |  |   |       |  

In the third quarter of fiscal 2001 the Company announced that it will
consolidate operations in England, Mexico and Asia-Pacific in order to
strengthen its market presence and achieve more effective channels to market.
In addition, the Company discontinued selective product offerings in the
Chemineer and Moyno businesses in order to improve long-term competitive
positioning through a more cost-effective product focus. The Company incurred a
one-time charge of $2,300,000 with approximately $1,300,000 related to
severance and other costs associated with the regional consolidations, and the
balance related to inventory write-down from discontinued product offerings.
There were additional costs in the third and fourth quarter of fiscal 2001 of
$192,000 that were expensed as incurred primarily for equipment relocation,
marketing and employee training. All costs relating to the Global
Reorganization Program have been paid as of August 31, 2001 with no changes in
estimates made.

In the fourth quarter of fiscal 2000, the Company recorded a charge of
$500,000 to reduce a long-term receivable related to Universal Glasteel
Equipment (UGE), which is 50% owned by the Company and 50% owned by Universal
Process Equipment, Inc. (UPE). The charge is due to weakness in the used
glass-lined reactor and storage vessel markets served by UGE.

In fiscal 1999, due to the downturn in the Companys Energy Systems
business segment at that time, the Company analyzed its capacity requirements
for these products. As a result, on February 10,

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1999, the Company recorded a charge of $4,200,000 for the closure and relocation of the Companys Fairfield,
California, manufacturing operations. The facility manufactured power sections
and down-hole pumps. Production was transferred to the Companys manufacturing
facility near Houston, Texas, which manufactures similar products. The closure
and relocation consolidated all power section and down-hole pump manufacturing
into one facility. The transfer of manufacturing was completed by March 31,
2000. The Fairfield facility was sold in July 2000 resulting in a pretax gain
of $918,000. Certain machinery and equipment was also sold in fiscal year 2000
at amounts approximating the written down estimated fair values. The $4,200,000
charge was composed of the following:

|                   |                                                                   |                                            |                         |       |                |       | 
|------------------ | ----------------------------------------------------------------- | ------------------------------------------ | ----------------------- | ----- | -------------- | ----- | 
|                   |                                                                   |                                            |                         |       | (In thousands)
|                   |                                                                   |                                            |                         |       |               
|Asset write-downs: |                                                                   |                                            |                         |      
|                   | Land and building to be sold, $800 estimated fair value           |                                            | $                       | 600   |               
|                   | Machinery and equipment to be scrapped, $200 estimated fair value |                                            |                         | 800   |               
|                   |                                                                   |                                            |                         |      
|                   |                                                                   |                                            | Total asset write-downs |       |                | 1,400 | 
|Exit costs:        |                                                                   |                                            |                         |      
|                   | Employee related costs:                                           |                                            |                         |       |               
|                   |                                                                   | Severance, 50 Fairfield employees          |                         |       | 300            |      
|                   |                                                                   | Pay to stay costs and other employee costs |                         |       | 500            |      
|                   | Environmental costs related to closure of facility                |                                            |                         | 1,300 |               
|                   | Holding costs of land and building until sold and other           |                                            |                         | 700   |               
|                   |                                                                   |                                            |                         |      
|                   |                                                                   |                                            | Total exit costs        |       |                | 2,800 | 
|                   |                                                                   |                                            |                         |      
|                   |                                                                   | $                                          | 4,200                   |      
|                   |                                                                   |                                            |                         |      

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

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

|                                 |  |                     |       |  
|-------------------------------- |  | ------------------- | ----- | -
|                                 |  | Environmental costs
|                                 |  | (In thousands)     
|                                 |  |                    
|Liability recorded February 1999 |  | $                   | 1,300 |  
|Cash payments made               |  |                     | (53   | )
|                                 |  |                     |       |  
|Liability at August 31, 1999     |  |                     | 1,247 |  
|Cash payments made               |  |                     | (411  | )
|                                 |  |                     |       |  
|Liability at August 31, 2000     |  |                     | 836   |  
|Cash payments made               |  |                     | (131  | )
|Change in estimate               |  |                     | (550  | )
|                                 |  |                     |       |  
|Liability at August 31, 2001     |  | $                   | 155   |  
|                                 |  |                     |       |  

Due to the Companys remediation efforts to date and ongoing discussions with
the California Environmental Protection Agency (CEPA), the Company reduced
the estimated liability by $550,000 in the second quarter of fiscal 2001. The
timing of payments for the remaining liability for environmental costs is
dependent on the final ruling by the CEPA. The Company estimates that the
payment period will not exceed one year.

In an unrelated transaction, in the second quarter of fiscal 2001 the
Company paid $525,000 to pay its portion of environmental remediation costs at
a facility formerly leased by the Company.

The Company incurred additional expenses relating to the Fairfield plant
closure of $409,000 in fiscal 2000 and $569,000 in fiscal 1999. These costs
were for employee transfers, equipment relocation and training of new employees
at the Texas facility.

In the second quarter of fiscal 1999, the Company recorded termination
costs of $400,000 unrelated to the closure of the Fairfield facility. In the
fourth quarter of fiscal, 1999 the Company recorded an additional $1,200,000 in
severance and early retirement benefit costs to reduce its overhead cost
structure, primarily at its Moyno and Chemineer business units. The reduction
in employment levels at Chemineer was due to lower sales resulting from lower
capital spending within the specialty chemical markets served by Chemineer. The
reduction in employment at Moyno was due to process changes within the
manufacturing operations and a reduction in the overhead cost structure. These
changes reduced operating costs by approximately $1,200,000 annually. All of
these benefits were paid as of August 31, 2000 with no changes in estimates
made.

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Minimum lease payments

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, 2001:

|           |  |                |       | 
|---------- |  | -------------- | ----- | 
|           |  | (In thousands)
|           |  |               
|2002       |  | $              | 2,119 | 
|2003       |  |                | 1,243 | 
|2004       |  |                | 565   | 
|2005       |  |                | 311   | 
|2006       |  |                | 151   | 
|Thereafter |  |                | 98    | 
|           |  |                |       | 
|           |  | $              | 4,487 | 
|           |  |                |       | 

Rental expense for all operating leases in 2001, 2000 and 1999 was
approximately $2,925,000, $2,914,000 and $3,347,000, respectively.

NOTE 5  CASH FLOW STATEMENT INFORMATION

In fiscal 2001, the Company recorded the following non-cash investing and
financing transactions: $15,354,000 of stock issued and $41,181,000 of debt
assumed in connection with the acquisition of Romaco and $769,000 increase in
common stock and decrease in income tax payable related to the tax benefits of
stock options exercised.

In 2000, the Company recorded the following non-cash investing and
financing transactions: $500,000 increase in other intangibles and common
stock, $6,500,000 increase in deferred tax assets, $1,500,000 increase in
accrued liabilities and $5,000,000 increase in other long term liabilities
related to a tax election made in Italy to allow for the tax deductibility of
goodwill and $88,000 increase in common stock and decrease in income tax
payable related to the tax benefits of stock options exercised.

In 1999, the Company recorded the following non-cash investing and
financing transactions: $1,400,000 asset impairment charges, $700,000 increase
in goodwill, $2,800,000 increase in deferred tax assets and $3,500,000 increase
in accrued liabilities related to the acquisition of FCE and $465,000 increase
in common stock and decrease in income tax payable related to the tax benefits
of stock options exercised.

Supplemental cash flow information consisted of the following:

|              |  |                |        |      |  |      |        |  |  |   |        | 
|------------- |  | -------------- | ------ | ---- |  | ---- | ------ |  |  | - | ------ | 
|              |  | 2001           |        | 2000 |  | 1999
|              |  |                |        |      |  |     
|              |  | (in thousands)
|Interest paid |  | $              | 12,428 |      |  | $    | 13,738 |  |  | $ | 14,723 | 
|Taxes paid    |  |                | 15,733 |      |  |      | 8,456  |  |  |   | 8,812  | 

NOTE 6  LONG-TERM DEBT

|                                     |                       |   |                |         |      |   |         |         | 
|------------------------------------ | --------------------- | - | -------------- | ------- | ---- | - | ------- | ------- | 
|                                     |                       |   | 2001           |         | 2000
|                                     |                       |   |                |         |     
|                                     |                       |   | (in thousands)
|Senior debt:                         |                       |   |                |         |      |   |         |        
|                                     | Revolving credit loan |   | $              | 53,589  |      |   | $       | 13,085  | 
|                                     | Senior notes          |   |                | 100,000 |      |   |         | 100,000 | 
|                                     | Other                 |   |                | 45,614  |      |   |         | 5,088   | 
|6.50% Convertible subordinated notes |                       |   | 59,691         |         |      |   | 59,691  |        
|                                     |                       |   |                |         |      |   |         |        
|Total debt                           |                       |   | 258,894        |         |      |   | 177,864 |        
|Less current portion                 |                       |   | 17,669         |         |      |   | 1,341   |        
|                                     |                       |   |                |         |      |   |         |        
|                                     |                       | $ | 241,225        |         |      | $ | 176,523 |        
|                                     |                       |   |                |         |      |   |         |        

The Companys Bank Credit Agreement (Agreement) provides that the
Company may borrow on a revolving credit basis up to a maximum of $150,000,000.
All outstanding amounts under the

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Agreement are due and payable on November 25, 2002. Interest is variable based upon formulas tied to LIBOR or prime, at the
Companys option, and is payable at least quarterly. At August 31, 2001, the
weighted average interest rate for all amounts outstanding was 4.82%. The
Agreement provides for multicurrency borrowings, and at August 31, 2001 all
amounts outstanding are euro denominated borrowings. Indebtedness under the
Agreement is unsecured, except for guarantees by the Companys U.S.
subsidiaries, the pledge of the stock of the Companys U.S. subsidiaries and
the pledge of the stock of certain non-U.S. subsidiaries. At August 31, 2001,
the Company has available borrowings of $50,000,000 under the Agreement.

The Company has $100,000,000 of Senior Notes (Senior Notes) issued in
two series. Series A in the principal amount of $70,000,000 has an interest
rate of 6.76% and is due May 1, 2008, and Series B in the principal amount of
$30,000,000 has an interest rate 6.84% and is due May 1, 2010. Interest is
payable semi-annually on May 1 and November 1.

The above agreements have certain restrictive covenants including
limitations on cash dividends, treasury stock purchases and capital
expenditures and minimum requirements for interest coverage and leverage
ratios. The amount of cash dividends and treasury stock purchases, other than
in relation to stock option exercises, the Company may incur in each fiscal
year is restricted to the greater of $2,500,000 or 50% of the Companys
consolidated net income for the immediately preceding fiscal year, plus a
portion of any unused amounts from the preceding fiscal year.

The Company has $59,691,000 of 6.50% Convertible Subordinated Notes Due
2003 (Subordinated Notes). The Subordinated Notes are due on September 1,
2003, and bear interest at 6.50%, payable semi-annually on March 1 and
September 1 and are convertible into common stock at a rate of $27.25 per
share. Holders may convert at any time until maturity and the Company may call
for redemption at a price ranging from the current price of 101.09% to 100% in
fiscal 2003 and thereafter. The Notes are subordinated to all other
indebtedness of the Company.

The Companys other debt primarily consists of unsecured non-U.S. bank
lines of credit with interest rates ranging from 4.00% to 8.00%.

Aggregate principal payments of long-term debt, for the five years
subsequent to August 31, 2001, are as follows:

|                    |  |                |         | 
|------------------- |  | -------------- | ------- | 
|                    |  | (In thousands)
|                    |  |               
|2002                |  | $              | 17,669  | 
|2003                |  |                | 53,351  | 
|2004                |  |                | 65,380  | 
|2005                |  |                | 5,563   | 
|2006                |  |                | 5,548   | 
|2007 and thereafter |  |                | 111,383 | 
|                    |  |                |         | 
|Total               |  | $              | 258,894 | 
|                    |  |                |         | 

NOTE 7  RETIREMENT BENEFITS

The Company sponsors two defined contribution plans covering most U.S. 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 sponsors several defined benefit plans covering all
U.S. employees and certain non-U.S. employees. Benefits are based on years of
service and employees compensation or stated amounts for each year of service.
The Companys funding policy is consistent with the funding requirements of
applicable regulations. At
August 31, 2001 and 2000, pension investments included 311,700 shares of the
Companys common stock.

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.

Retirement and other post-retirement plan costs are as follows:

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|                                       |  |                  |        |      |  |      |        |   |  |   |        |  
|-------------------------------------- |  | ---------------- | ------ | ---- |  | ---- | ------ | - |  | - | ------ | -
|                                       |  | Pension Benefits
|                                       |  |                 
|                                       |  | 2001             |        | 2000 |  | 1999
|                                       |  |                  |        |      |  |     
|                                       |  | (In thousands)  
|Service cost                           |  | $                | 3,602  |      |  | $    | 3,547  |   |  | $ | 3,733  |  
|Interest cost                          |  |                  | 7,278  |      |  |      | 7,165  |   |  |   | 7,415  |  
|Expected return on plan assets         |  |                  | (7,049 | )    |  |      | (6,388 | ) |  |   | (6,214 | )
|Amortization of prior service cost     |  |                  | 593    |      |  |      | 557    |   |  |   | 552    |  
|Amortization of transition obligation  |  |                  | (202   | )    |  |      | (118   | ) |  |   | (137   | )
|Recognized net actuarial (gains)losses |  |                  | (148   | )    |  |      | (126   | ) |  |   | 545    |  
|                                       |  |                  |        |      |  |      |        |   |  |   |        |  
|Net periodic benefit cost              |  | $                | 4,074  |      |  | $    | 4,637  |   |  | $ | 5,894  |  
|                                       |  |                  |        |      |  |      |        |   |  |   |        |  
|Defined contribution cost              |  | $                | 1,064  |      |  | $    | 950    |   |  | $ | 917    |  
|                                       |  |                  |        |      |  |      |        |   |  |   |        |  

|                          |  |                |       |      |  |      |       |  |  |   |       | 
|------------------------- |  | -------------- | ----- | ---- |  | ---- | ----- |  |  | - | ----- | 
|                          |  | Other Benefits
|                          |  |               
|                          |  | 2001           |       | 2000 |  | 1999
|                          |  |                |       |      |  |     
|                          |  | (In thousands)
|Service cost              |  | $              | 275   |      |  | $    | 220   |  |  | $ | 250   | 
|Interest cost             |  |                | 1,650 |      |  |      | 1,533 |  |  |   | 1,456 | 
|Net amortization          |  |                | 521   |      |  |      | 330   |  |  |   | 253   | 
|                          |  |                |       |      |  |      |       |  |  |   |       | 
|Net periodic benefit cost |  | $              | 2,446 |      |  | $    | 2,083 |  |  | $ | 1,959 | 
|                          |  |                |       |      |  |      |       |  |  |   |       | 

The funded status and amounts recorded in the balance sheet are as follows:

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|                                                               |  |                  |         |                |  |      |         |      |  |   |         |   |  |   |         |  
|-------------------------------------------------------------- |  | ---------------- | ------- | -------------- |  | ---- | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                               |  | Pension Benefits |         | Other Benefits
|                                                               |  |                  |         |               
|                                                               |  | 2001             |         | 2000           |  | 2001 |         | 2000
|                                                               |  |                  |         |                |  |      |         |     
|                                                               |  | (In thousands)  
|Change in benefit obligation:                                  |  |                  |         |                |  |      |         |      |  |   |         |   |  |   |         |  
|Beginning of year                                              |  | $                | 112,560 |                |  | $    | 119,736 |      |  | $ | 21,123  |   |  | $ | 20,401  |  
|Service cost                                                   |  |                  | 3,602   |                |  |      | 3,547   |      |  |   | 275     |   |  |   | 220     |  
|Interest cost                                                  |  |                  | 7,278   |                |  |      | 7,165   |      |  |   | 1,650   |   |  |   | 1,533   |  
|Plan amendments                                                |  |                  | 439     |                |  |      | 0       |      |  |   | 0       |   |  |   | 0       |  
|Currency exchange rate impact                                  |  |                  | 719     |                |  |      | (6,480  | )    |  |   | 0       |   |  |   | 0       |  
|Actuarial losses (gains)                                       |  |                  | 607     |                |  |      | (2,268  | )    |  |   | 3,555   |   |  |   | 1,731   |  
|Benefit payments                                               |  |                  | (8,343  | )              |  |      | (9,140  | )    |  |   | (2,648  | ) |  |   | (2,762  | )
|                                                               |  |                  |         |                |  |      |         |      |  |   |         |   |  |   |         |  
|End of year                                                    |  | $                | 116,862 |                |  | $    | 112,560 |      |  | $ | 23,955  |   |  | $ | 21,123  |  
|                                                               |  |                  |         |                |  |      |         |      |  |   |         |   |  |   |         |  
|Change in plan assets:                                         |  |                  |         |                |  |      |         |      |  |   |         |   |  |   |         |  
|Beginning of year                                              |  | $                | 85,822  |                |  | $    | 77,912  |      |  | $ | 0       |   |  | $ | 0       |  
|Actual return                                                  |  |                  | (5,007  | )              |  |      | 10,488  |      |  |   | 0       |   |  |   | 0       |  
|Company contributions                                          |  |                  | 7,116   |                |  |      | 6,562   |      |  |   | 2,648   |   |  |   | 2,762   |  
|Benefit payments                                               |  |                  | (8,343  | )              |  |      | (9,140  | )    |  |   | (2,648  | ) |  |   | (2,762  | )
|                                                               |  |                  |         |                |  |      |         |      |  |   |         |   |  |   |         |  
|End of year                                                    |  | $                | 79,588  |                |  | $    | 85,822  |      |  | $ | 0       |   |  | $ | 0       |  
|                                                               |  |                  |         |                |  |      |         |      |  |   |         |   |  |   |         |  
|Funded status                                                  |  | $                | (37,274 | )              |  | $    | (26,738 | )    |  | $ | (23,955 | ) |  | $ | (21,123 | )
|Unrecognized net actuarial losses(gains)                       |  |                  | 8,051   |                |  |      | (4,601  | )    |  |   | 7,307   |   |  |   | 4,117   |  
|Unrecognized transition obligation                             |  |                  | (817    | )              |  |      | (1,016  | )    |  |   | 0       |   |  |   | 0       |  
|Unamortized prior service cost                                 |  |                  | 2,564   |                |  |      | 2,721   |      |  |   | 2,540   |   |  |   | 2,528   |  
|                                                               |  |                  |         |                |  |      |         |      |  |   |         |   |  |   |         |  
|Amount recognized                                              |  | $                | (27,476 | )              |  | $    | (29,634 | )    |  | $ | (14,108 | ) |  | $ | (14,478 | )
|                                                               |  |                  |         |                |  |      |         |      |  |   |         |   |  |   |         |  
|Recorded as follows:                                           |  |                  |         |                |  |      |         |      |  |   |         |   |  |   |         |  
|Accrued expenses                                               |  | $                | (5,179  | )              |  | $    | (4,900  | )    |  | $ | (2,000  | ) |  | $ | (2,000  | )
|Other long-term liabilities                                    |  |                  | (28,379 | )              |  |      | (27,669 | )    |  |   | (12,108 | ) |  |   | (12,478 | )
|Intangible assets                                              |  |                  | 2,592   |                |  |      | 2,734   |      |  |   | 0       |   |  |   | 0       |  
|Accumulated other comprehensive loss                           |  |                  | 3,490   |                |  |      | 201     |      |  |   | 0       |   |  |   | 0       |  
|                                                               |  |                  |         |                |  |      |         |      |  |   |         |   |  |   |         |  
|                                                               |  | $                | (27,476 | )              |  | $    | (29,634 | )    |  | $ | (14,108 | ) |  | $ | (14,478 | )
|                                                               |  |                  |         |                |  |      |         |      |  |   |         |   |  |   |         |  
|Deferred tax liability on accumulated
other comprehensive loss |  | $                | (1,097  | )              |  | $    | (70     | )    |  | $ | 0       |   |  | $ | 0       |  
|                                                               |  |                  |         |                |  |      |         |      |  |   |         |   |  |   |         |  

Pension plans with accumulated (ABO) and projected (PBO) benefit
obligations in excess of plan assets:

|                                |  |                |         |      |  |   |        | 
|------------------------------- |  | -------------- | ------- | ---- |  | - | ------ | 
|                                |  | 2001           |         | 2000
|                                |  |                |         |     
|                                |  | (In thousands)
|Accumulated benefit obligations |  | $              | 99,051  |      |  | $ | 64,623 | 
|Projected benefit obligation    |  |                | 102,844 |      |  |   | 66,228 | 
|Plan assets                     |  |                | 64,975  |      |  |   | 35,408 | 

In 2001 and 2000, $26,352,000 and $24,180,000, respectively, of the
unfunded ABO and $27,670,000 and $25,785,000, respectively, of the unfunded PBO
relate to the Companys pension plan for its German operation. Funding of
pension obligations is not required in Germany.

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Actuarial weighted average assumptions used to determine plan costs and
liabilities are as follows:

|                               |  |                  |      |                |  |      |      |      |  |  |      |   |  |  |      |  
|------------------------------ |  | ---------------- | ---- | -------------- |  | ---- | ---- | ---- |  |  | ---- | - |  |  | ---- | -
|                               |  | Pension Benefits |      | Other Benefits
|                               |  |                  |      |               
|                               |  | 2001             |      | 2000           |  | 2001 |      | 2000
|                               |  |                  |      |                |  |      |      |     
|Weighted average assumptions:  |  |                  |      |                |  |      |      |      |  |  |      |   |  |  |      |  
|Discount rate                  |  |                  | 7.00 | %              |  |      | 7.00 | %    |  |  | 7.00 | % |  |  | 7.00 | %
|Expected return on plan assets |  |                  | 9.00 |                |  |      | 9.00 |      |  |  | N/A  |   |  |  | N/A  |  
|Rate of compensation increase  |  |                  | 5.50 |                |  |      | 5.50 |      |  |  | N/A  |   |  |  | N/A  |  
|Health care cost Increase      |  |                  | N/A  |                |  |      | N/A  |      |  |  | 6.00 |   |  |  | 6.00 |  

The assumed health care trend rate has a significant effect on the amounts
reported for health care benefits. A one percentage point change in assumed
health care rate would have the following effects:

|                                  |  |                |       |          |  |   |        |  
|--------------------------------- |  | -------------- | ----- | -------- |  | - | ------ | -
|                                  |  | Increase       |       | Decrease
|                                  |  |                |       |         
|                                  |  | (In thousands)
|Service and interest cost         |  | $              | 97    |          |  | $ | (89    | )
|Postretirement benefit obligation |  |                | 1,109 |          |  |   | (1,045 | )

NOTE 8  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.

Deferred assets and liabilities

|             |                                                 |  |                |       |      |  |        |       | 
|------------ | ----------------------------------------------- |  | -------------- | ----- | ---- |  | ------ | ----- | 
|             |                                                 |  | 2001           |       | 2000
|             |                                                 |  |                |       |     
|             |                                                 |  | (In thousands)
|Assets:      |                                                 |  |                |       |      |  |        |      
|             | Postretirement benefit obligations              |  | $              | 5,474 |      |  | $      | 5,781 | 
|             | Net operating loss carryforward                 |  |                | 5,914 |      |  |        | 0     | 
|             | Advance payments                                |  |                | 0     |      |  |        | 5,000 | 
|             | U.S. credit carryforward                        |  |                | 1,385 |      |  |        | 1,084 | 
|             | Other liabilities                               |  |                | 1,218 |      |  |        | 827   | 
|             | Inventory allowances                            |  |                | 2,598 |      |  |        | 1,538 | 
|             | Warranty reserve                                |  |                | 2,838 |      |  |        | 2,952 | 
|             | Insurance reserve                               |  |                | 973   |      |  |        | 1,012 | 
|             | Pension benefits                                |  |                | 833   |      |  |        | 1,149 | 
|             | Other items                                     |  |                | 2,333 |      |  |        | 5,071 | 
|             |                                                 |  |                |       |      |  |        |      
|             |                                                 |  | 23,566         |       |      |  | 24,414 |      
|             | Less valuation allowance                        |  |                | 893   |      |  |        | 1,084 | 
|             |                                                 |  |                |       |      |  |        |      
|             |                                                 |  | 22,673         |       |      |  | 23,330 |      
|Liabilities: |                                                 |  |                |       |      |  |        |      
|             | Tax depreciation in excess of book depreciation |  |                | 7,062 |      |  |        | 7,050 | 
|             | Goodwill and purchased asset basis differences  |  |                | 5,982 |      |  |        | 4,933 | 
|             | Other items                                     |  |                | 707   |      |  |        | 2,467 | 
|             |                                                 |  |                |       |      |  |        |      
|             |                                                 |  | 13,751         |       |      |  | 14,450 |      
|             |                                                 |  |                |       |      |  |        |      
|             | Net deferred tax benefit                        |  | $              | 8,922 |      |  | $      | 8,880 | 
|             |                                                 |  |                |       |      |  |        |      

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|                                  |              |   |                |       |      |   |        |        |   |   |        |       |  
|--------------------------------- | ------------ | - | -------------- | ----- | ---- | - | ------ | ------ | - | - | ------ | ----- | -
|                                  |              |   | 2001           |       | 2000 |   | 1999  
|                                  |              |   |                |       |      |   |       
|                                  |              |   | (In thousands)
|Expense                           |              |   |                |       |      |   |        |        |   |   |        |      
|Current:                          |              |   |                |       |      |   |        |        |   |   |        |      
|                                  | U.S. federal |   | $              | 2,727 |      |   | $      | 4,002  |   |   | $      | (536  | )
|                                  | Non-U.S      |   |                | 3,925 |      |   |        | 9,570  |   |   |        | 6,244 |  
|                                  | U.S. state   |   |                | 271   |      |   |        | 375    |   |   |        | (193  | )
|                                  |              |   |                |       |      |   |        |        |   |   |        |      
|                                  |              |   | 6,923          |       |      |   | 13,947 |        |   |   | 5,515  |      
|Deferred:                         |              |   |                |       |      |   |        |        |   |   |        |      
|                                  | U.S. federal |   |                | 2,961 |      |   |        | 1,028  |   |   |        | 522   |  
|                                  | Non-U.S      |   |                | 49    |      |   |        | (4,558 | ) |   |        | 355   |  
|                                  | U.S. state   |   |                | 296   |      |   |        | 96     |   |   |        | 255   |  
|                                  |              |   |                |       |      |   |        |        |   |   |        |      
|                                  |              |   | 3,306          |       |      |   | (3,434 | )      |   |   | 1,132  |      
|                                  |              |   |                |       |      |   |        |        |   |   |        |      
|                                  |              | $ | 10,229         |       |      | $ | 10,513 |        |   | $ | 6,647  |      
|                                  |              |   |                |       |      |   |        |        |   |   |        |      
|Tax included in minority interest |              | $ | 599            |       |      | $ | 838    |        |   | $ | 535    |      
|                                  |              |   |                |       |      |   |        |        |   |   |        |      
|Non U.S. pretax income            |              | $ | 11,270         |       |      | $ | 14,946 |        |   | $ | 18,361 |      
|                                  |              |   |                |       |      |   |        |        |   |   |        |      

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

|                                                         |  |      |      |      |  |      |      |   |  |  |      |  
|-------------------------------------------------------- |  | ---- | ---- | ---- |  | ---- | ---- | - |  |  | ---- | -
|                                                         |  | 2001 |      | 2000 |  | 1999
|                                                         |  |      |      |      |  |     
|U.S. statutory rate                                      |  |      | 35.0 | %    |  |      | 35.0 | % |  |  | 35.0 | %
|U.S. state income taxes, net of U.S. federal tax benefit |  |      | 1.2  |      |  |      | 1.9  |   |  |  | 2.8  |  
|Benefit of realization of non-U.S. loss carryforwards    |  |      | 0    |      |  |      | 0    |   |  |  | (3.7 | )
|Foreign Sales Corporation                                |  |      | (4.2 | )    |  |      | (1.5 | ) |  |  | (2.4 | )
|Non U.S. taxes                                           |  |      | (0.1 | )    |  |      | .5   |   |  |  | 1.1  |  
|Other items  net                                        |  |      | 1.2  |      |  |      | (.9  | ) |  |  | 1.2  |  
|                                                         |  |      |      |      |  |      |      |   |  |  |      |  
|                                                         |  |      | 33.1 | %    |  |      | 35.0 | % |  |  | 34.0 | %
|                                                         |  |      |      |      |  |      |      |   |  |  |      |  

NOTE 9  COMMON STOCK

The Company sponsors a long-term incentive stock plan to provide for the
granting of stock based compensation to officers and other key employees. In
addition, the Company sponsors stock option and stock compensation plans for
non-employee directors. Under the plans, the stock option price per share may
not be less than the fair market value as of the date of grant. For officers
and other key employees outstanding grants become exercisable over a three year
period, while options for non-employee directors are immediately vested.
Proceeds from the sale of stock issued under option arrangements are credited
to common stock. The Company makes no charges or credits against earnings with
respect to these options.

Summaries of amounts issued under the stock option plans are presented in
the following tables.

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Stock Option Activity

|                                 |           |  |           |          |                 |   |           |       | 
|-------------------------------- | --------- |  | --------- | -------- | --------------- | - | --------- | ----- | 
|                                 |           |  |           |          |                 |   | Weighted-
|                                 |           |  | Stock     |          | Average Option 
|                                 |           |  | Options   |          | Price Per Share
|                                 |           |  |           |          |                
|Outstanding at September 1, 1998 |           |  | 839,667   |          |                 | $ | 18.85     |      
|                                 | Granted   |  |           | 165,500  |                 |   |           | 25.16 | 
|                                 | Exercised |  |           | (95,400  | )               |   |           | 7.41  | 
|                                 | Canceled  |  |           | (5,500   | )               |   |           | 37.50 | 
|                                 |           |  |           |          |                 |   |           |      
|Outstanding at August 31, 1999   |           |  | 904,267   |          |                 |   | 21.11     |      
|                                 | Granted   |  |           | 192,800  |                 |   |           | 21.04 | 
|                                 | Exercised |  |           | (21,500  | )               |   |           | 12.24 | 
|                                 | Canceled  |  |           | (61,667  | )               |   |           | 25.76 | 
|                                 |           |  |           |          |                 |   |           |      
|Outstanding at August 31, 2000   |           |  | 1,013,900 |          |                 |   | 20.81     |      
|                                 | Granted   |  |           | 143,000  |                 |   |           | 27.81 | 
|                                 | Exercised |  |           | (130,266 | )               |   |           | 10.10 | 
|                                 | Canceled  |  |           | (10,500  | )               |   |           | 26.30 | 
|                                 |           |  |           |          |                 |   |           |      
|Outstanding at August 31, 2001   |           |  | 1,016,134 |          |                 | $ | 19.20     |      
|                                 |           |  |           |          |                 |   |           |      

|                                       |  |  |           | 
|-------------------------------------- |  |  | --------- | 
|Exercisable Stock Options at Year-End  |  |  |           | 
|1999                                   |  |  | 577,434   | 
|2000                                   |  |  | 669,933   | 
|2001                                   |  |  | 730,081   | 
|Shares Available for Grant at Year-End |  |  |           | 
|1999                                   |  |  | 1,334,000 | 
|2000                                   |  |  | 1,141,700 | 
|2001                                   |  |  | 998,700   | 

Components of Outstanding Stock Options at August 31, 2001

|         |   |               |  |                  |           |                |  |           |      |  |  |   |       | 
|-------- | - | ------------- |  | ---------------- | --------- | -------------- |  | --------- | ---- |  |  | - | ----- | 
|         |   |               |  |                  |           | Weighted       |  |          
|Range of |   |               |  |                  |           | Average        |  | Weighted-
|Exercise |   | Number        |  | Contract Life in |           | Average       
|Price    |   | Outstanding   |  | Years            |           | Exercise Price
|         |   |               |  |                  |           |               
|         | $ | 7.75 - 17.50  |  |                  | 205,500   |                |  |           | 3.94 |  |  | $ | 10.91 | 
|         |   | 20.88 - 39.50 |  |                  | 810,634   |                |  |           | 8.65 |  |  |   | 26.04 | 
|         |   |               |  |                  |           |                |  |           |      |  |  |  
|         | $ | 7.75 - 39.50  |  |                  | 1,016,134 |                |  |           | 7.69 |  |  | $ | 19.20 | 
|         |   |               |  |                  |           |                |  |           |      |  |  |  

Components of Exercisable Stock Options at August 31, 2001

|         |   |               |  |                |         |           |  |   |       | 
|-------- | - | ------------- |  | -------------- | ------- | --------- |  | - | ----- | 
|Range of |   |               |  |                |         | Weighted-
|Exercise |   | Number        |  | Average       
|Price    |   | Exercisable   |  | Exercise Price
|         |   |               |  |               
|         | $ | 7.75 - 17.50  |  |                | 205,500 |           |  | $ | 10.91 | 
|         |   | 20.88 - 39.50 |  |                | 524,581 |           |  |   | 26.98 | 
|         |   |               |  |                |         |           |  |  
|         | $ | 7.75 - 39.50  |  |                | 730,081 |           |  | $ | 22.46 | 
|         |   |               |  |                |         |           |  |  

The Company also sponsors a long-term incentive stock plan. Under this
plan selected participants receive performance units which convert into a
variable number of restricted 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 (Group). The restricted shares
earned range from 75% to 200% of the performance units awarded. The 75%
threshold is earned when the Companys return is at the 50th percentile of
total shareholder return of the Group and 200% is earned when the Companys
return is at the 80th percentile or greater. No restricted shares are earned if
the Companys return is less than the median return of the Group. Restricted
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 following two years.

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For the three year performance period ended August 31, 1999 no shares were
earned. In fiscal year 2000, 64,582 performance units were awarded for the
performance period ending August 31, 2002 with a weighted average fair value at
the date of grant of $23.50. The Company has estimated the fair value of the
restricted shares that will be earned for the performance period ending August
31, 2002 and is recognizing the cost over the restriction period.

Total compensation expense recognized in the income statement for all
stock based awards was $126,000, zero, and ($243,000) for the years ended
August 31, 2001, 2000, and 1999, respectively.

For purposes of pro-forma disclosure as required by Statement of Financial
Accounting Standard No. 123, the estimated fair value of the options is
amortized to expense over the options vesting period. The Companys pro-forma
information is as follows:

|                                |         |   |                                       |      |      |   |        |      |  |   |        |      | 
|------------------------------- | ------- | - | ------------------------------------- | ---- | ---- | - | ------ | ---- |  | - | ------ | ---- | 
|                                |         |   | 2001                                  |      | 2000 |   | 1999  
|                                |         |   |                                       |      |      |   |       
|                                |         |   | (In thousands, except per share data)
|Pro-forma net income            |         | $ | 19,084                                |      |      | $ | 17,194 |      |  | $ | 10,808 |     
|Pro-forma net income per share: |         |   |                                       |      |      |   |        |      |  |   |        |     
|                                | Basic   |   |                                       | 1.73 |      |   |        | 1.57 |  |   |        | 0.99 | 
|                                | Diluted |   |                                       | 1.59 |      |   |        | 1.46 |  |   |        | 0.99 | 

Pro-forma information regarding net income and net income per share is
required by SFAS No. 123, and has been determined as if the Company had
accounted for its stock options granted subsequent to August 31, 1995 under the
fair value method of that Statement. The fair value for these options was
estimated at the date of grant using a Black-Scholes model with the following
weighted-average assumptions:

|                                    |  |      |       |      |      |      |       |      |     |   |       |  
|----------------------------------- |  | ---- | ----- | ---- | ---- | ---- | ----- | ---- | --- | - | ----- | -
|                                    |  | 2001 |       | 2000 |      | 1999
|                                    |  |      |       |      |      |     
|Expected volatility of common stock |  |      | 33.20 | %    |      |      | 34.70 | %    |     |   | 35.60 | %
|Risk free interest rate             |  |      | 4.72  |      |      |      | 6.00  |      |     |   | 6.25  |  
|Dividend yield                      |  |      | .75   |      |      |      | .75   |      |     |   | .75   |  
|Expected life of option             |  | 6.90 | yrs   |      | 6.90 | yrs  |       | 6.90 | yrs
|Fair value at grant date            |  | $    | 11.49 |      |      | $    | 10.49 |      |     | $ | 11.45 |  

Option valuation models, such as the Black-Scholes model, were developed
for use in estimating the fair value of traded options which have no vesting
restrictions and are freely transferable. In addition, option valuation models
require the input of highly subjective assumptions including the expected stock
price volatility. Because the Companys options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value estimate,
in managements opinion, existing models do not provide a reliable single
measure of the fair value of its stock options.

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NOTE 10  NET INCOME PER SHARE

The following table sets forth the computation of basic and diluted net income
per share:

|                      |                                       |                                        |   |                                       |        |      |   |        |        |  |   |        |        | 
|--------------------- | ------------------------------------- | -------------------------------------- | - | ------------------------------------- | ------ | ---- | - | ------ | ------ |  | - | ------ | ------ | 
|                      |                                       |                                        |   | 2001                                  |        | 2000 |   | 1999  
|                      |                                       |                                        |   |                                       |        |      |   |       
|                      |                                       |                                        |   | (In thousands, except per share data)
|Numerator:            |                                       |                                        |   |                                       |        |      |   |        |        |  |   |       
|                      | Basic:                                |                                        |   |                                       |        |      |   |        |        |  |   |        |       
|                      |                                       | Net Income                             |   | $                                     | 19,631 |      |   | $      | 18,056 |  |   | $      | 11,849 | 
|                      | Effect of dilutive securities:        |                                        |   |                                       |        |      |   |        |        |  |   |        |       
|                      |                                       | Convertible debt interest              |   |                                       | 2,328  |      |   |        | 2,438  |  |   |        | 2,535  | 
|                      |                                       |                                        |   |                                       |        |      |   |        |        |  |   |       
|                      | Income attributable to diluted shares |                                        | $ | 21,959                                |        |      | $ | 20,494 |        |  | $ | 14,384 |       
|                      |                                       |                                        |   |                                       |        |      |   |        |        |  |   |       
|Denominator:          |                                       |                                        |   |                                       |        |      |   |        |        |  |   |       
|                      | Basic:                                |                                        |   |                                       |        |      |   |        |        |  |   |        |       
|                      |                                       | Weighted average shares                |   |                                       | 11,050 |      |   |        | 10,946 |  |   |        | 10,930 | 
|                      | Effect of dilutive securities:        |                                        |   |                                       |        |      |   |        |        |  |   |        |       
|                      |                                       | Convertible debt                       |   |                                       | 2,190  |      |   |        | 2,297  |  |   |        | 2,385  | 
|                      |                                       | Dilutive options and
restricted shares |   |                                       | 225    |      |   |        | 173    |  |   |        | 220    | 
|                      |                                       |                                        |   |                                       |        |      |   |        |        |  |   |       
|                      | Diluted                               |                                        |   | 13,465                                |        |      |   | 13,416 |        |  |   | 13,535 |       
|                      |                                       |                                        |   |                                       |        |      |   |        |        |  |   |       
|Net income per share: |                                       |                                        |   |                                       |        |      |   |        |        |  |   |       
|                      | Basic:                                |                                        | $ | 1.78                                  |        |      | $ | 1.65   |        |  | $ | 1.08   |       
|                      | Diluted:                              |                                        | $ | 1.63                                  |        |      | $ | 1.53   |        |  | $ | 1.06   |       

NOTE 11  BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION

The Companys operations are aggregated into two reportable business segments:
Process Systems and Energy Systems. The Process Systems segment provides a wide
range of systems, parts and services for process applications in the
pharmaceutical, specialty chemical, agri-chemical, wastewater treatment, food
and beverage and pulp and paper industries. The products and services relate to
glass-lined reactor systems and storage vessels, fluoropolymer products and
accessories, mixing and turbine agitation equipment and progressing cavity pump
products. The Energy Systems segment provides products and services for oil and
gas exploration and production applications. The products and services relate
to power sections for directional drilling applications, progressing cavity
pumps used in artificial lift applications, wellhead equipment, pipeline
closures, rod guides and valves.

The Company evaluates performance and allocates resources based on Income
before Interest and Taxes (EBIT). Identifiable assets by business segment
include all assets directly identified with those operations. Corporate assets
consist mostly of cash and intangible assets. The accounting policies of the
reportable segments are the same as those described in the summary of
significant accounting policies except that the Company accounts for U.S.
inventory on a First-In, First-Out (FIFO) basis at the segment level compared
to a Last In, First-Out (LIFO) basis at the consolidated level.

The following tables provide information about the reportable segments.

48



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|                               |                            |  |                |         |      |  |      |         |     |  |   |         |    
|------------------------------ | -------------------------- |  | -------------- | ------- | ---- |  | ---- | ------- | --- |  | - | ------- | ---
|                               |                            |  | 2001           |         | 2000 |  | 1999
|                               |                            |  |                |         |      |  |     
|                               |                            |  | (In thousands)
|Unaffiliated Customer Sales:   |                            |  |                |         |      |  |      |         |     |  |   |        
|                               | Process Systems (1)        |  | $              | 311,996 |      |  | $    | 318,569 |     |  | $ | 335,648 |    
|                               | Energy Systems (2)         |  |                | 113,906 |      |  |      | 88,145  |     |  |   | 64,494  |    
|                               |                            |  |                |         |      |  |      |         |     |  |   |        
|                               | Total                      |  | $              | 425,902 |      |  | $    | 406,714 |     |  | $ | 400,142 |    
|                               |                            |  |                |         |      |  |      |         |     |  |   |        
|Intersegment Sales:            |                            |  |                |         |      |  |      |         |     |  |   |        
|                               | Process Systems (1)        |  | $              | 883     |      |  | $    | 1,954   |     |  | $ | 1,515   |    
|                               | Energy Systems (2)         |  |                | 0       |      |  |      | 0       |     |  |   | 0       |    
|                               | Corporate and Eliminations |  |                | (883    | )    |  |      | (1,954  | )   |  |   | (1,515  | )  
|                               |                            |  |                |         |      |  |      |         |     |  |   |        
|                               | Total                      |  | $              | 0       |      |  | $    | 0       |     |  | $ | 0       |    
|                               |                            |  |                |         |      |  |      |         |     |  |   |        
|Depreciation and Amortization: |                            |  |                |         |      |  |      |         |     |  |   |        
|                               | Process Systems (1)        |  | $              | 16,204  |      |  | $    | 16,481  |     |  | $ | 16,223  |    
|                               | Energy Systems (2)         |  |                | 7,260   |      |  |      | 7,005   |     |  |   | 7,233   |    
|                               | Corporate and Eliminations |  |                | 884     |      |  |      | 884     |     |  |   | 1,065   |    
|                               |                            |  |                |         |      |  |      |         |     |  |   |        
|                               | Total                      |  | $              | 24,348  |      |  | $    | 24,370  |     |  | $ | 24,521  |    
|                               |                            |  |                |         |      |  |      |         |     |  |   |        
|EBIT:                          |                            |  |                |         |      |  |      |         |     |  |   |        
|                               | Process Systems (1)        |  | $              | 25,794  | (3)  |  | $    | 36,455  | (3) |  | $ | 42,001  | (3)
|                               | Energy Systems (2)         |  |                | 26,078  |      |  |      | 16,130  | (4) |  |   | 1,097   | (4)
|                               | Corporate and Eliminations |  |                | (8,636  | )(5) |  |      | (9,013  | )   |  |   | (9,810  | )  
|                               |                            |  |                |         |      |  |      |         |     |  |   |        
|                               | Total                      |  | $              | 43,236  |      |  | $    | 43,572  |     |  | $ | 33,288  |    
|                               |                            |  |                |         |      |  |      |         |     |  |   |        
|Identifiable Assets:           |                            |  |                |         |      |  |      |         |     |  |   |        
|                               | Process Systems (1)        |  | $              | 488,053 |      |  | $    | 337,953 |     |  | $ | 337,037 |    
|                               | Energy Systems (2)         |  |                | 142,674 |      |  |      | 135,278 |     |  |   | 130,479 |    
|                               | Corporate and Eliminations |  |                | 29,533  |      |  |      | 22,448  |     |  |   | 26,336  |    
|                               |                            |  |                |         |      |  |      |         |     |  |   |        
|                               | Total                      |  | $              | 660,260 |      |  | $    | 495,679 |     |  | $ | 493,852 |    
|                               |                            |  |                |         |      |  |      |         |     |  |   |        
|Capital Expenditures:          |                            |  |                |         |      |  |      |         |     |  |   |        
|                               | Process Systems (1)        |  | $              | 14,326  |      |  | $    | 15,102  |     |  | $ | 8,011   |    
|                               | Energy Systems (2)         |  |                | 5,805   |      |  |      | 4,660   |     |  |   | 3,462   |    
|                               | Corporate and Eliminations |  |                | 69      |      |  |      | 80      |     |  |   | 139     |    
|                               |                            |  |                |         |      |  |      |         |     |  |   |        
|                               | Total                      |  | $              | 20,200  |      |  | $    | 19,842  |     |  | $ | 11,612  |    
|                               |                            |  |                |         |      |  |      |         |     |  |   |        

Information about the Companys operations in different geographical regions is
presented below. The Companys primary operations are in the U.S. and Europe.
Sales are attributed to countries based on the location of the customer.

|                     |                     |   |                |         |      |   |         |         |  |   |         |         | 
|-------------------- | ------------------- | - | -------------- | ------- | ---- | - | ------- | ------- |  | - | ------- | ------- | 
|                     |                     |   | 2001           |         | 2000 |   | 1999   
|                     |                     |   |                |         |      |   |        
|                     |                     |   | (In thousands)
|Sales (1) and (2):   |                     |   |                |         |      |   |         |         |  |   |         |        
|                     | United States       |   | $              | 234,007 |      |   | $       | 211,329 |  |   | $       | 214,624 | 
|                     | Europe              |   |                | 93,358  |      |   |         | 101,548 |  |   |         | 116,120 | 
|                     | Other North America |   |                | 49,714  |      |   |         | 48,916  |  |   |         | 33,385  | 
|                     | South America       |   |                | 11,699  |      |   |         | 13,508  |  |   |         | 16,961  | 
|                     | Asia                |   |                | 37,124  |      |   |         | 31,413  |  |   |         | 19,052  | 
|                     |                     |   |                |         |      |   |         |         |  |   |         |        
|                     |                     | $ | 425,902        |         |      | $ | 406,714 |         |  | $ | 400,142 |        
|                     |                     |   |                |         |      |   |         |         |  |   |         |        
|Identifiable Assets: |                     |   |                |         |      |   |         |         |  |   |         |        
|                     | United States       |   | $              | 326,334 |      |   | $       | 310,798 |  |   | $       | 309,258 | 
|                     | Europe              |   |                | 233,191 |      |   |         | 106,060 |  |   |         | 107,011 | 
|                     | Other North America |   |                | 38,418  |      |   |         | 31,983  |  |   |         | 27,020  | 
|                     | South America       |   |                | 6,861   |      |   |         | 4,077   |  |   |         | 4,184   | 
|                     | Asia                |   |                | 25,923  |      |   |         | 20,313  |  |   |         | 20,154  | 
|                     | Corporate           |   |                | 29,533  |      |   |         | 22,448  |  |   |         | 26,225  | 
|                     |                     |   |                |         |      |   |         |         |  |   |         |        
|                     |                     | $ | 660,260        |         |      | $ | 495,679 |         |  | $ | 493,852 |        
|                     |                     |   |                |         |      |   |         |         |  |   |         |        

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|(1) |  | Includes the balance sheet of Romaco on the acquisition date of August
31, 2001 and the operations of other acquisitions from the respective
dates of their acquisition: GMM-July 19, 1999, Chemineer de Mexico-June
30, 1999 and UGE-December 1, 1998.                                                                                              
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes the operation of acquisitions from the respective dates of their
acquisition: Rodec  December 12, 2000 and ABI  June 12, 2001.                                                                                                                                                                                                            
|   
|(3) |  | Fiscal year 2001 includes one-time costs of $2,392,000 related to the
Companys Global Reorganization Program. Fiscal year 2000 includes a
$500,000 charge related to Universal Glasteel Equipment, Inc., and fiscal
year 1999 includes $1,200,000 of one-time severance and early retirement
costs for fixed cost reductions at Moyno and Chemineer.
|   
|(4) |  | Includes charges of $409,000 and $4,769,000 in fiscal year 2000 and 1999,
respectively, for the closure of the Fairfield, California manufacturing
facility. Fiscal year 2000 includes a $918,000 gain on the sale of the
Fairfield facility.                                                                                                        
|   
|(5) |  | Fiscal year 2001 include one-time costs of $100,000 for the Company
Global Reorganization Program.                                                                                                                                                                                                                                                   

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NOTE 12  QUARTERLY DATA (UNAUDITED)QUARTERLY DATA (UNAUDITED)

|                                                 |         |   |                                       |        |     |   |         |        |     |   |         |        |  |   |         |        |  |   |         |        | 
|------------------------------------------------ | ------- | - | ------------------------------------- | ------ | --- | - | ------- | ------ | --- | - | ------- | ------ |  | - | ------- | ------ |  | - | ------- | ------ | 
|                                                 |         |   | 2001 Quarters                         |        |     |   |        
|                                                 |         |   |                                       |        |     |   |        
|                                                 |         |   | 1st                                   |        | 2nd |   | 3rd(1)  |        | 4th |   | Total  
|                                                 |         |   |                                       |        |     |   |         |        |     |   |        
|                                                 |         |   | (In thousands, except per share data)
|Sales                                            |         | $ | 96,027                                |        |     | $ | 104,244 |        |     | $ | 113,177 |        |  | $ | 112,454 |        |  | $ | 425,902 |       
|Gross profit                                     |         |   | 33,190                                |        |     |   | 34,938  |        |     |   | 36,373  |        |  |   | 36,233  |        |  |   | 140,734 |       
|EBIT                                             |         |   | 10,229                                |        |     |   | 10,504  |        |     |   | 9,854   |        |  |   | 12,649  |        |  |   | 43,236  |       
|Income before income taxes and
minority interest |         |   | 7,325                                 |        |     |   | 7,445   |        |     |   | 6,685   |        |  |   | 9,469   |        |  |   | 30,924  |       
|Net income                                       |         |   | 4,584                                 |        |     |   | 4,639   |        |     |   | 4,101   |        |  |   | 6,307   |        |  |   | 19,631  |       
|Net income per share:                            |         |   |                                       |        |     |   |         |        |     |   |         |        |  |   |         |        |  |   |         |       
|                                                 | Basic   |   | $                                     | 0.42   |     |   | $       | 0.42   |     |   | $       | 0.37   |  |   | $       | 0.57   |  |   | $       | 1.78   | 
|                                                 | Diluted |   |                                       | 0.39   |     |   |         | 0.39   |     |   |         | 0.35   |  |   |         | 0.51   |  |   |         | 1.63   | 
|Weighted average common shares:                  |         |   |                                       |        |     |   |         |        |     |   |         |        |  |   |         |        |  |   |         |       
|                                                 | Basic   |   |                                       | 10,973 |     |   |         | 11,014 |     |   |         | 11,090 |  |   |         | 11,116 |  |   |         | 11,050 | 
|                                                 | Diluted |   |                                       | 13,372 |     |   |         | 13,411 |     |   |         | 13,475 |  |   |         | 13,524 |  |   |         | 13,465 | 

|                                                 |         |   |                                       |        |     |   |        |        |        |   |         |        |  |   |         |        |  |   |         |        | 
|------------------------------------------------ | ------- | - | ------------------------------------- | ------ | --- | - | ------ | ------ | ------ | - | ------- | ------ |  | - | ------- | ------ |  | - | ------- | ------ | 
|                                                 |         |   | 2000 Quarters                         |        |     |   |       
|                                                 |         |   |                                       |        |     |   |       
|                                                 |         |   | 1st                                   |        | 2nd |   | 3rd    |        | 4th(2) |   | Total  
|                                                 |         |   |                                       |        |     |   |        |        |        |   |        
|                                                 |         |   | (In thousands, except per share data)
|Sales                                            |         | $ | 93,499                                |        |     | $ | 95,770 |        |        | $ | 104,303 |        |  | $ | 113,142 |        |  | $ | 406,714 |       
|Gross profit                                     |         |   | 31,452                                |        |     |   | 33,806 |        |        |   | 37,085  |        |  |   | 37,891  |        |  |   | 140,234 |       
|EBIT                                             |         |   | 8,465                                 |        |     |   | 9,310  |        |        |   | 12,277  |        |  |   | 13,520  |        |  |   | 43,572  |       
|Income before income taxes and
minority interest |         |   | 5,218                                 |        |     |   | 5,991  |        |        |   | 8,799   |        |  |   | 10,033  |        |  |   | 30,041  |       
|Net income                                       |         |   | 3,066                                 |        |     |   | 3,431  |        |        |   | 5,374   |        |  |   | 6,185   |        |  |   | 18,056  |       
|Net income per share:                            |         |   |                                       |        |     |   |        |        |        |   |         |        |  |   |         |        |  |   |         |       
|                                                 | Basic   |   | $                                     | 0.28   |     |   | $      | 0.31   |        |   | $       | 0.49   |  |   | $       | 0.56   |  |   | $       | 1.65   | 
|                                                 | Diluted |   |                                       | 0.27   |     |   |        | 0.30   |        |   |         | 0.45   |  |   |         | 0.51   |  |   |         | 1.53   | 
|Weighted average common shares:                  |         |   |                                       |        |     |   |        |        |        |   |         |        |  |   |         |        |  |   |         |       
|                                                 | Basic   |   |                                       | 10,945 |     |   |        | 10,938 |        |   |         | 10,948 |  |   |         | 10,951 |  |   |         | 10,946 | 
|                                                 | Diluted |   |                                       | 13,519 |     |   |        | 13,451 |        |   |         | 13,424 |  |   |         | 13,326 |  |   |         | 13,416 | 



---

|(1) |  | The third quarter of fiscal year 2001 includes one time costs of $2,400,000 for the Companys Global Reorganization Program.                                                                        
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The fourth quarter of fiscal year 2000 includes a $918,000 gain on the sale of the Companys Fairfield, CA facility, and a one time charge of
$500,000 related to Universal Glasteel Equipment, Inc.

51



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

None.

52



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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 12, 2001, except for certain information concerning
the executive officers of the Company which is set forth in Part I of this
Report.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated herein by
reference to the Companys Proxy Statement for its Annual Meeting of
Shareholders on December 12, 2001.

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 12, 2001.

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 12, 2001.

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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, 2001 and 2000.

Consolidated Income Statement -
Years ended August 31, 2001, 2000, and 1999.

Consolidated Shareholders Equity Statement -
Years ended August 31, 2001, 2000, and 1999.

Consolidated Cash Flow Statement -
Years ended August 31, 2001, 2000, and 1999

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.

|    |  |                                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | (3) EXHIBITS. See INDEX to EXHIBITS.                                                                                                                                                                                                                                                                                                                                                            
|   
|(b) |  | REPORTS ON FORM 8-K. During the quarter ended August 31,
2001, the Company filed one report on Form 8-K. A report on Form 8-K
was filed August 14, 2001 to announce that the Company had entered
into an agreement to acquire Romaco N.V. Subsequent to August 31,
2001, a report on Form 8-K was filed September 17, 2001 to file the
Stock Purchase Agreement for the Romaco N.V. acquisition.

54



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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
20th day of November, 2001.

|                                                                                  
|----------------------------------------------------------------------------------
|ROBBINS & MYERS, INC                                                              
|                                                                                  
|BY  /s/ Gerald L. ConnellyGerald L. Connelly
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/ Gerald L. ConnellyGerald L. Connelly   |  | Director, President and
Chief Executive Officer                          |  | November 20, 2001
|                                          
|/s/ Kevin J. BrownKevin J. Brown           |  | Vice President and Chief
Financial Officer
(Principal Financial
Officer) |  | November 20, 2001
|                                          
|/s/ Thomas J. SchockmanThomas J. Schockman |  | Corporate Controller
(Principal Accounting
Officer)                      |  | November 20, 2001
|                                          
|*Maynard H. Murch, IV                      |  | Chairman Of Board                                                        |  | November 20, 2001
|                                          
|*Robert J. Kegerreis                       |  | Director                                                                 |  | November 20, 2001
|                                          
|*Thomas P. Loftis                          |  | Director                                                                 |  | November 20, 2001
|                                          
|*William D. Manning                        |  | Director                                                                 |  | November 20, 2001
|                                          
|*Jerome F. Tatar                           |  | Director                                                                 |  | November 20, 2001
|                                          
|*John N. Taylor, Jr.                       |  | Director                                                                 |  | November 20, 2001



|* |  | The undersigned, by signing his name hereto, executes this Report on Form
10-K for the year ended August 31, 2001 pursuant to powers of attorney executed
by the above-named persons and filed with the Securities and Exchange
Commission.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                               
|---------------------------------------------------------------
|/s/ Gerald L. ConnellyGerald L. Connelly
Their Attorney-in-fact

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Report of Independent Auditors

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

We have audited the accompanying consolidated balance sheets of Robbins &
Myers, Inc. and Subsidiaries as of August 31, 2001 and 2000, and the related
consolidated statements of income, shareholders equity and cash flows for each
of the three years in the period ended August 31, 2001. 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 auditing standards generally
accepted in the United States. 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, 2001 and 2000, and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended August 31, 2001, in conformity with accounting principles
generally accepted in the United States.
Also, in our opinion, the related financial statement schedule, when considered
in relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Dayton, Ohio
October 1, 2001

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SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS

|                            |                                               |                                   |  |                      |        |                   |  |                  |       |              |  |                |       |      |  |   |       |     |  |   |        | 
|--------------------------- | --------------------------------------------- | --------------------------------- |  | -------------------- | ------ | ----------------- |  | ---------------- | ----- | ------------ |  | -------------- | ----- | ---- |  | - | ----- | --- |  | - | ------ | 
|COL. A                      |                                               | COL. B                            |  | COL. C               |        | COL. D            |  | COL. E          
|                            |                                               |                                   |  |                      |        |                   |  |                 
|                            |                                               |                                   |  |                      |        |                   |  | ADDITIONS        |       |              |  |                |       |      |  |  
|                            |                                               |                                   |  |                      |        |                   |  |                  |       |              |  |                |       |      |  |  
|                            |                                               |                                   |  | Balance at Beginning |        | Charged to Costs  |  | Charged to Other |       | Deductions - |  | Balance at End
|DESCRIPTION                 |                                               | of Period                         |  | and Expenses         |        | Accounts-Describe |  | Describe         |       | of Period   
|                            |                                               |                                   |  |                      |        |                   |  |                  |       |             
|Year Ended August 31, 2001  |                                               |                                   |  |                      |        |                   |  |                  |       |              |  |                |       |      |  |   |       |     |  |  
|                            | Allowances and reserves deducted from assets: |                                   |  |                      |        |                   |  |                  |       |              |  |                |       |      |  |   |       |     |  |   |       
|                            |                                               | Uncollectable accounts receivable |  | $                    | 1,726  |                   |  | $                | 616   |              |  | $              | 0     |      |  | $ | 850   | (1) |  | $ | 1,492  | 
|                            |                                               | Inventory obsolescence            |  |                      | 9,065  |                   |  |                  | 2,112 |              |  |                | 0     |      |  |   | 3,341 | (2) |  |   | 7,836  | 
|                            | Other reserves:                               |                                   |  |                      |        |                   |  |                  |       |              |  |                |       |      |  |   |       |     |  |   |       
|                            |                                               | Warranty claims                   |  |                      | 8,332  |                   |  |                  | 1,800 |              |  |                | 2,000 | (4)  |  |   | 1,956 | (3) |  |   | 10,176 | 
|                            |                                               | Restructuring liabilities         |  |                      | 836    |                   |  |                  | 0     |              |  |                | 550   | (6)  |  |   | 131   | (5) |  |   | 155    | 
|                            |                                               | Current & L-T insurance reserves  |  |                      | 2,798  |                   |  |                  | 2,543 |              |  |                | 0     |      |  |   | 2,857 | (7) |  |   | 2,484  | 
|                           
|Year Ended August 31, 2000: |                                               |                                   |  |                      |        |                   |  |                  |       |              |  |                |       |      |  |   |       |     |  |  
|                            | Allowances and reserves deducted from assets: |                                   |  |                      |        |                   |  |                  |       |              |  |                |       |      |  |   |       |     |  |   |       
|                            |                                               | Uncollectable accounts receivable |  | $                    | 1,688  |                   |  | $                | 498   |              |  | $              | 0     |      |  | $ | 460   | (1) |  | $ | 1,726  | 
|                            |                                               | Inventory obsolescence            |  |                      | 10,273 |                   |  |                  | 1,304 |              |  |                | 0     |      |  |   | 2,512 | (2) |  |   | 9,065  | 
|                            | Other reserves:                               |                                   |  |                      |        |                   |  |                  |       |              |  |                |       |      |  |   |       |     |  |   |       
|                            |                                               | Warranty claims                   |  |                      | 9,863  |                   |  |                  | 749   |              |  |                | (450  | )(8) |  |   | 1,830 | (3) |  |   | 8,332  | 
|                            |                                               | Restructuring liabilities         |  |                      | 2,273  |                   |  |                  | 0     |              |  |                | 0     |      |  |   | 1,437 | (5) |  |   | 836    | 
|                            |                                               | Current & L-T insurance reserves  |  |                      | 2,355  |                   |  |                  | 2,007 |              |  |                |       |      |  |   | 1,564 | (7) |  |   | 2,798  | 
|                           
|Year Ended August 31, 1999: |                                               |                                   |  |                      |        |                   |  |                  |       |              |  |                |       |      |  |   |       |     |  |  
|                            | Allowances and reserves deducted from assets: |                                   |  |                      |        |                   |  |                  |       |              |  |                |       |      |  |   |       |     |  |   |       
|                            |                                               | Uncollectable accounts receivable |  | $                    | 1,539  |                   |  | $                | 578   |              |  | $              | 0     |      |  | $ | 429   | (1) |  | $ | 1,688  | 
|                            |                                               | Inventory obsolescence            |  |                      | 10,832 |                   |  |                  | 979   |              |  |                | 0     |      |  |   | 1,538 | (2) |  |   | 10,273 | 
|                            | Other reserves:                               |                                   |  |                      |        |                   |  |                  |       |              |  |                |       |      |  |   |       |     |  |   |       
|                            |                                               | Warranty claims                   |  |                      | 6,888  |                   |  |                  | 1,245 |              |  |                | 3,500 | (9)  |  |   | 1,770 | (3) |  |   | 9,863  | 
|                            |                                               | Restructuring liabilities         |  |                      | 0      |                   |  |                  | 2,800 |              |  |                | 0     |      |  |   | 527   | (5) |  |   | 2,273  | 
|                            |                                               | L-T insurance reserves            |  |                      | 2,693  |                   |  |                  | 1,396 |              |  |                | 352   | (10) |  |   | 2,086 | (7) |  |   | 2,355  | 

|          |  |                                                                                  
|--------- |  | ---------------------------------------------------------------------------------
|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 Romaco.                                             
|Note (5)  |  | Spending against restructing reserve.                                            
|Note (6)  |  | Reduction in liability due to lower estimated environmental costs.               
|Note (7)  |  | Spending against casualty reserve.                                               
|Note (8)  |  | Reduction of warranty accrual due to warranty claim settlement.                  
|Note (9)  |  | Amount due to acquisition of Flow control Equipement, Inc. and Technoglass S.r.L.
|Note (10) |  | In 1999 reclassified to include current and long-term portions.                  

57



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Index to Exhibits

(2)  PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION:

|    |  |                                                                                                                                                                                                                                                                                                                                                                     |  |  
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -
|2.1 |  | Stock Purchase Agreement, dated August 10, 2001,
among Robbins & Myers Holdings, Inc. (as Buyer),
Robbins & Myers, Inc. (as sole stockholder of Buyer), and
Brian Fenwick-Smith (as Seller), as amended by
Amendment No. 1 to Stock Purchase Agreement
dated August 28, 2001, was filed as exhibit 2.1 to the
Companys Report on Form 8-K dated September 17, 2001 |  | *

(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, 1998 |  | *
|   
|3.2 |  | Code of Regulations of Robbins & Myers, Inc.                                                                                                                      |  | F

(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 4.1 to the Companys Annual
Report on Form 10-K dated August 31, 1996                                                                                                                                                                                             |  | *
|   
|4.2 |  | $200,000,000 Amended and Restated Credit Agreement dated January 8, 1999 among Robbins & Myers, Inc.,
the lenders named therein, Bank One, Dayton, N.A. as
Administrative Agent, NationsBank, N.A. as Documentation
and Syndication Agent, The Bank of Nova Scotia, as
Issuing Bank and ABN Amro N.V., as Issuing Bank
was filed as Exhibit 4.1 to the Companys Report on
Form 10-Q for the Quarter Ended February 28, 1999 |  | *
|    | 
|   
|4.3 |  | First Amendment dated as of February 24, 1999 (the First
Amendment) to the Amended and Restated Credit
Agreement dated January 8, 1999 was filed as Exhibit 4.2
to the Companys Report of Form 10-Q for the Quarter
Ended February 28, 1999                                                                                                                                                                               |  | *
|   
|4.4 |  | Pledge and Security Agreement between Robbins & Myers, Inc.
and Bank One, Dayton, N.A., dated November 26, 1996
was filed as Exhibit 4.3 to the Companys Annual Report
on Form 10-K for the year ended August 31, 1996                                                                                                                                                                                                      |  | *

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|    |  |                                                                                                                                                                      |  |  
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -
|4.5 |  | Form of $100 million senior note agreement dated May 1, 1998
was filed as exhibit 4.1 to the Companys Annual Report
on Form 10-Q for the quarter ended May 31, 1998 |  | *
|   
|4.6 |  | Robbins & Myers, Inc. 10% Subordinated Note Due 2006 in
the principal amount of Euro 2,452,000, dated
August 31, 2001.                                               |  | R

(10)  MATERIAL CONTRACTS:

|     |  |                                                                                                                                                                                                                                                  |  |  
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -
|
|10.1 |  | Robbins & Myers, Inc. Cash Balance Pension Plan (As
Amended and Restated Effective as of
October 1, 1999)                                                                                                                                        |  | F
|    
|
|10.2 |  | Robbins & Myers, Inc. Employee Savings
Plan as amended through August 31, 2000 was filed
as exhibit 10.4 to the Companys Annual Report on
Form 10-K for the year ended August 31, 2001                                                          |  | *
|    
|
|10.3 |  | Robbins & Myers, Inc. Executive Supplemental Retirement
Plan adopted February 2000 and Amendment No. 1
to such Plan adopted August 2000 was filed as exhibit
10.5 to the Companys Annual Report on Form 10-K for
the year ended August 31, 2001 |  | *
|    
|
|10.4 |  | Robbins & Myers, Inc. Executive Supplemental
Pension Plan adopted July 2000 was filed as exhibit
10.6 to the Companys Annual Report on Form 10-K for
the year ended August 31, 2001                                                             |  | *
|    
|
|10.5 |  | Form of Indemnification Agreement between
Robbins & Myers, Inc., and each director of
the Company                                                                                                                                                |  | F

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|      |  |                                                                                                                                                                                                                    |  |  
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -
|10.6  |  | Robbins & Myers, Inc. 1994 Directors Stock
Compensation Plan                                                                                                                                                       |  | F
|     
|10.7  |  | Robbins & Myers, Inc. 1994 Long-Term Incentive
Stock Plan as amended was filed as Exhibit 10.11
to the Companys Report on Form 10-K for the
year ended August 31, 1996                                            |  | *
|     
|10.8  |  | Robbins & Myers, Inc. 1995 Stock Option Plan for
Non-Employee Directors was filed as
Exhibit 10.12 to the Companys Report on
Form 10-K for the year ended August 31, 1996                                         |  | *
|     
|10.9  |  | Robbins & Myers, Inc. Senior Executive Annual Cash
Bonus Plan was filed as Exhibit 10.13 to the
Companys Report on Form 10-K for the year
ended August 31, 1996                                                   |  | *
|     
|10.10 |  | Salary Continuation Agreement between Robbins & Myers, Inc. and Gerald L. Connelly, dated
February 19, 1999 was filed as Exhibit 10.1 to
the Companys Report on Form 10-Q for the
Quarter Ended February 28, 1999 |  | *
|     
|10.11 |  | Robbins & Myers, Inc. 1999 Long-Term
Incentive Stock Plan was filed as Exhibit 4.3
to the Companys Registration Statement on
Form S-8 (No. 333-35856)                                                             |  | *

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##### Table of Contents



(21) SUBSIDIARIES OF THE REGISTRANT

|     |  |                                |  |  
|---- |  | ------------------------------ |  | -
|21.1 |  | Subsidiaries of the Registrant |  | F

(23) CONSENTS OF EXPERTS AND COUNSEL

|     |  |                              |  |  
|---- |  | ---------------------------- |  | -
|23.1 |  | Consent of Ernst & Young LLP |  | F

(24) POWER OF ATTORNEY

|     |  |                                                                                                                           |  |  
|---- |  | ------------------------------------------------------------------------------------------------------------------------- |  | -
|24.1 |  | Powers of Attorney of any person who
signed this Report on Form 10-K on
behalf of another pursuant to a
Power of attorney |  | F

|    |  |                                                                                                                                                                                   
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|F |  | 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.                                                                    
|   
|R |  | Instrument with respect to indebtedness that does not exceed 10% of the Companys total assets which is not
being filed, but will be furnished to the Commission upon its request.



61