SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of
earliest event reported): March 15, 1995
BINKS MANUFACTURING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 1-1416 36-0808480
(State of (Commission File Number) (IRS Employer
Incorporation) Identification
No.)
9201 WEST BELMONT AVENUE
FRANKLIN PARK, ILLINOIS 60131
(Address of principal executive offices) (Zip Code)
(708) 671-3000
(Registrant's telephone number)
INFORMATION INCLUDED IN THE REPORT
Item 4. Change in Registrant's Certifying Accountant
On March 15, 1995, the Board of Directors of
Registrant approved the engagement of Crowe Chizek and
Company as independent auditors of the Registrant for the
fiscal year ending November 30, 1995. Crowe Chizek and
Company will succeed KPMG Peat Marwick ("KPMG") as
auditors of Registrant.
KPMG's report on the financial statements of
Registrant for the two prior fiscal years did not contain
an adverse opinion, disclaimer of opinion, or a
qualification or modification as to audit scope except, as
set forth in the letter from KPMG attached as Exhibit 16.1
hereto, such reports contained a statement saying: "As
discussed in note 13 to the consolidated financial
statements, a judgment of $2.75 million was awarded
against the Company in a civil action alleging
infringement of a patent. The Company is appealing the
decision; accordingly, the outcome of this litigation and
the amount of damages, if any, that may ultimately be
incurred cannot be determined and no provision for any
liability has been made in the accompanying consolidated
financial statements." During Registrant's last two
fiscal years and during the period from November 30, 1994
through March 15, 1995, (the "Accounting Period"), there
have been no disagreements between the Registrant and KPMG
on any matter of accounting principles or practices,
financial statement disclosures or auditing scope or
procedure which, if they were not resolved to the
satisfaction of KPMG, would have caused KPMG to make
reference to the matter in their report, and there have
been no "reportable events" during such periods as such
term is defined in Item 304(a) of Regulation S-K.
During the Accounting Period, neither the
Registrant nor anyone acting on its behalf has consulted
Crowe Chizek and Company regarding either (i) the
application of accounting principles to any transaction or
the type of audit opinion that might be rendered on the
Registrant's financial statements; or (ii) any matter that
was either the subject of a disagreement on an accounting
matter or an event specified in Item 304(a)(1)(v) of
Regulation S-K.
Registrant furnished KPMG with a copy of its
report on Form 8-K dated March 22, 1995 and requested KPMG
to furnish the Registrant with a letter addressed to the
Commission stating whether it agreed with the statements
made by the Registrant in such report and, if not, stating
the respects in which it does not agree. The letter from
KPMG dated March 24, 1995, which was received by the
Company on March 27, 1995, is filed as Exhibit 16.1
hereto. The information set forth above has been amended
to reflect the statements of KPMG contained in such
letter.
Item 7. Financial Statements and Exhibits
(a)-(b) Financial Statements -- None
(c) Exhibits
Exhibit 16.1 - Letter from KPMG Peat
Marwick dated March 24, 1995.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
BINKS MANUFACTURING COMPANY
By: /s/ Burke B. Roche
Name: Burke B. Roche
Title: President and Chief
Executive Officer
Dated: March 28, 1995
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
16.1 Letter from KPMG Peat Marwick
dated March 24, 1995.
Exhibit 16.1
[KPMG Letterhead]
March 24, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Binks
Manufacturing Company and, under the date of February 10,
1995, we reported on the consolidated financial
statements of Binks Manufacturing Company and
consolidated subsidiaries as of and for the years ended
November 30, 1994 and 1993. On March 15, 1995, our
appointment as principal accountants was terminated.
We have read Binks Manufacturing Company's statements
included under Item 4 of its Form 8-K dated March 22,
1995, and we do not agree with such statements because:
The first sentence of the second paragraph of Item 4
states that KPMG's report on the financial
statements of Registrant for the two prior fiscal
years did not contain an adverse opinion, disclaimer
of opinion, or a qualification or modification as to
audit scope. Item 304(a)(1)(ii) requires disclosure
if the report "...was qualified or modified as to
uncertainty, audit scope, or accounting
principles..." (emphasis added).
As contemplated by AU SECTION 508.23 and AU SECTION 508.26,
KPMG's reports on the financial statements of Registrant
for the two prior fiscal years contained the
following explanatory paragraph addressing
uncertainties:
"As discussed in note 13 to the consolidated
financial statements, a judgment of $2.75
million was awarded against the Company in a
civil action alleging infringement of a patent.
The Company is appealing the decision;
accordingly, the outcome of this litigation and
the amount of damages, if any, that may
ultimately be incurred cannot be determined and
no provision for any liability has been made in
the accompanying consolidated financial
statements."
Further, we are not in a position to agree or disagree
with Binks Manufacturing Company's statements that the
change was approved by the Board of Directors, and that
Crowe Chizek and Company was not consulted regarding
either (1) the application of accounting principles to
any transaction or the type of audit opinion that might
be rendered on the Registrant's financial statements, or
(2) any matter that was either the subject of a
disagreement on an accounting matter or an event
specified in Item 304(a)(1)(v) of Regulation S-K.
/s/ KPMG Peat Marwick LLP
