<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.142-12
BINKS MANUFACTURING COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BINKS MANUFACTURING COMPANY
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
BINKS MANUFACTURING COMPANY
9201 WEST BELMONT AVENUE
FRANKLIN PARK, ILLINOIS 60131
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 30, 1996
TO THE STOCKHOLDERS OF
BINKS MANUFACTURING COMPANY:
Notice is hereby given that the Annual Meeting of Stockholders of BINKS
MANUFACTURING COMPANY (the "Company") will be held at the offices of the
Company, 9201 West Belmont Avenue, Franklin Park, Illinois, on Tuesday, April
30, 1996 at 10:00 A.M., for the purpose of considering and acting upon the
following matters:
1. The election of directors of the Company; and
2. The transaction of such other business as may properly be brought before
the meeting.
Stockholders of record at the close of business on March 8, 1996 are
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
Whether or not you expect to be present at the Annual Meeting, you are
requested to execute and return the enclosed proxy.
By order of the Board of Directors,
DORAN J. UNSCHULD, SECRETARY
March 29, 1996
<PAGE>
BINKS MANUFACTURING COMPANY
9201 WEST BELMONT AVENUE, FRANKLIN PARK, ILLINOIS 60131
--------------
MARCH 29, 1996
--------------
PROXY STATEMENT
This proxy statement and the accompanying proxy are being furnished for the
solicitation of proxies by the Board of Directors of Binks Manufacturing Company
(the "Company") for use at the Annual Meeting of Stockholders to be held on
Tuesday, April 30, 1996 at 10:00 A.M., at the offices of the Company, 9201 West
Belmont Avenue, Franklin Park, Illinois, or any adjournment thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
The proxy statement and accompanying proxy are being first sent to stockholders
on or about March 29, 1996. Solicitation will be by mail and may also be by
telephone, telegraph or in person by employees of the Company, who will receive
no additional compensation for such solicitation. To assist in the solicitation,
the Company has retained Morrow & Co., Inc. at a cost of approximately $5,000
plus the reimbursement of customary expenses. The costs of solicitation will be
borne by the Company.
ANNUAL REPORT
The Annual Report of Binks Manufacturing Company for the fiscal year ended
November 30, 1995 is enclosed herewith.
SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy may be revoked by the stockholder at any time prior to
the voting thereof by delivery of written notice of revocation to the Secretary
of the Company. It may also be revoked by a stockholder attending and voting in
person at the Annual Meeting or by delivery of a later dated proxy to the
Secretary of the Company prior to such voting.
VOTING SECURITIES
As of March 8, 1996, the record date for stockholders entitled to notice of
and to vote at the Annual Meeting, the outstanding voting securities of the
Company consisted of 3,088,837 shares of Capital Stock, each share being
entitled to one vote on each matter presented at the meeting.
1
<PAGE>
As of March 8, 1996, the following persons were believed by the Company to
beneficially own (as such term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) more than 5% of the
outstanding shares of Capital Stock of the Company:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES(A) CLASS
- ------------------------------------------------ --------------- -----------
<S> <C> <C>
Burke B. Roche
9201 West Belmont Avenue
Franklin Park, IL 60131 724,706(b)(c) 23.5 %
John Francis Roche, Jr.
Savings and Profit Sharing Fund
9201 West Belmont Avenue
Franklin Park, IL 60131 454,212(c) 14.7 %
William W. Roche
14340 Proton Road
Dallas, TX 75234 256,988(b) 8.3 %
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, Suite 650
Santa Monica, CA 90401 199,968(d) 6.47%
Tweedy, Browne Company L.P.,
TBK Partners, L.P., and
Vanderbilt Partners, L.P.
52 Vanderbilt Avenue
New York, New York 10017 208,473(e) 6.75%
<FN>
- ------------------------
(a) The nature of the beneficial ownership for shares shown in this column is
sole voting and investment power, except as set forth in the following
notes.
(b) Includes 251,938 shares held jointly by Messrs. Burke B. and William W.
Roche as trustees under a voting trust agreement dated December 15, 1948,
the term of which has been extended to December 14, 1996 (the "Voting
Trust"). The trustees share voting power with respect to these shares, a
majority of the trustees being necessary to vote such shares. Of the shares
held in the Voting Trust, Mr. Burke B. Roche is the direct beneficial owner
of 134,765 shares and Mr. William W. Roche is the direct beneficial owner
of 12,249 shares. Messrs. Burke B. and William W. Roche are brothers. On
March 18, 1996, William W. Roche withdrew 1,000 shares from the Voting
Trust and sold 300 of such shares. After giving effect to such withdrawl
and sale, the number of shares beneficially owned by Burke B. Roche and
William W. Roche was 723,706 and 256,688, respectively.
(c) Includes 454,212 shares held by the John Frances Roche, Jr. Savings and
Profit Sharing Fund of the Company of which Mr. Burke B. Roche is the
trustee and exercises sole voting power.
(d) Based on a Schedule 13G filed with the Commission, dated February 7, 1996.
(e) Based upon a statement on Schedule 13D filed with the Commission, dated
October 2, 1993. According to such Schedule 13D, shares beneficially owned
by the group comprised of Tweedy, Browne Company L.P. ("TBC"), TBK
Partners, L.P. ("TBK") and Vanderbilt Partners, L.P. ("Vanderbilt") include
(i) 181,164 shares held in accounts of TBC (the "TBC Accounts"), a
registered broker-dealer and investment adviser, over which TBC has shared
dispositive power over all shares and sole voting power over 159,159
shares, (ii) 23,317 shares held by TBK, a private investment partnership,
over which TBK has sole voting and sole dispositive power and (iii) 3,992
shares held by Vanderbilt, a private investment partnership, over which
Vanderbilt has sole voting and sole dispositive power. Each of TBC, TBK and
Vanderbilt has disclaimed beneficial ownership of the shares held in the
TBC Accounts.
</TABLE>
2
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
INFORMATION REGARDING DIRECTORS
The Company presently has five directors who are divided into three classes
serving staggered three-year terms. Two directors are to be elected at this
Annual Meeting to hold office for a term expiring at the 1999 Annual Meeting.
Messrs. Burke B. Roche and Doran J. Unschuld, who are presently directors of the
Company and whose terms expire at this Annual Meeting, have been nominated to
fill such positions. Unless otherwise specified in the proxy, it is the present
intention of the persons named in the accompanying form of proxy to vote such
proxies for their election.
Directors shall be elected by a plurality of the votes cast in the election
of directors. Under applicable Delaware law, in tabulating the vote, broker
non-votes will be disregarded and will have no effect on the outcome of the
vote.
Although it is not anticipated, if Messrs. Roche and Unschuld are unable or
unwilling to serve as directors, proxies will be voted for such other person or
persons as the Board of Directors may determine.
Certain information with respect to the directors and executive officers is
shown below.
<TABLE>
<CAPTION>
CAPITAL STOCK OF THE
COMPANY
BENEFICIALLY OWNED ON
MARCH 8, 1996(1)
---------------------------
PERCENT OF
NUMBER OF CAPITAL STOCK
DIRECTOR SHARES OUTSTANDING
------------------------------------------------------------ --------- -------------
<C> <S> <C> <C>
* BURKE B. ROCHE, age 82, has been a director of the Company 724,706(2) 23.5%
since 1948 and his present term of office expires at this
Annual Meeting. Since 1949, he has been President and Chief
Executive Officer of the Company. Mr. Roche is also a
director of certain subsidiaries of the Company, including
Binks-Bullows, Ltd. (Brownhills, England), Sames S.A.
(Grenoble, France) and Binks International S.A. (Waterloo,
Belgium).
WILLIAM W. ROCHE, age 70, has been a director of the Company 256,988(2) 8.3%
since 1958 and his present term of office expires at the
1997 Annual Meeting. During 1994, Mr. Roche served as the
Assistant Secretary and Assistant Treasurer of the Company,
a position he held since 1952. He is the brother of Mr.
Burke B. Roche.
* DORAN J. UNSCHULD, age 72, has been a director of the 4,350(3) **
Company since 1982 and his present term of office expires
at this Annual Meeting. Mr. Unschuld has been employed by
the Company in various positions since 1952 and has been a
Senior Vice President since 1995, a Vice President since
1971 and Secretary of the Company since 1965.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
CAPITAL STOCK OF THE
COMPANY
BENEFICIALLY OWNED ON
MARCH 8, 1996(1)
---------------------------
PERCENT OF
NUMBER OF CAPITAL STOCK
DIRECTOR SHARES OUTSTANDING
------------------------------------------------------------ --------- -------------
<C> <S> <C> <C>
JACQUES DEFREITAS, age 62, has been a director of the None **
Company since April 1995. His present term expires at the
1998 Annual Meeting. Mr. DeFreitas was the managing
director of Sames S.A., an electrostatic powder coating
equipment manufacturer in Grenoble, France and a subsidiary
of the Company, from 1987 until 1993. Mr. DeFreitas was
employed by Sames in various capacities from 1961 until his
retirement in 1993, and he currently serves on the board of
directors of Sames. Mr. DeFreitas holds a Masters Degree in
Business Law and Economics from the Oporto Business School,
France.
JOHN J. SCHORNACK, age 65, has been a director since 1,000 **
February of 1994 when he was appointed by the Board of
Directors to fill a vacancy created by the death of J.
Milton Moon. His present term expires at the 1998 Annual
Meeting. Mr. Schornack has been the Chief Executive Officer
of KraftSeal Corporation, a manufacturer of tamper-proof
food container lids, since 1991. Prior to that, Mr.
Schornack was Vice Chairman at Ernst & Young, an
international public accounting firm.
Directors and Executive Officers as a group (10 persons). 738,194(4) 23.9%
<FN>
- ------------------------
* Nominee for election. If elected at this Annual Meeting his term will
expire at the Company's 1999 Annual Meeting.
** Less than 1.0% of the Company's outstanding Capital Stock.
(1) The information contained in this column is based upon information
furnished to the Company by the individuals referred to above. The nature
of beneficial ownership for shares shown in this column is sole voting and
investment power, except as set forth in the following notes.
(2) Reference is made to the table on page 2 hereof and the associated notes
regarding the nature of Messrs. Burke B. and William W. Roche's beneficial
ownership of the Company's Capital Stock.
(3) Includes 4,320 shares held in the Voting Trust described in note (b) on
page 2 hereof. Mr. Unschuld's holdings do not include 1,738 shares owned by
Mr. Unschuld's wife, all of which are held in the Voting Trust, with
respect to which he has neither voting nor investment power.
(4) In addition to the shares beneficially owned by the directors of the
Company listed above, four other executive officers of the Company and
members of their immediate families beneficially own a total of 16,864
shares, of which 9,456 shares are deposited in the Voting Trust. Of the
shares not deposited in such Voting Trust, 5,511 shares are owned by such
officers with sole voting and investment power, and 1,897 shares are owned
by members of their immediate families.
</TABLE>
4
<PAGE>
Pursuant to Section 16 of the Exchange Act, the Company's officers,
directors and holders of more than ten percent of the Company's Capital Stock
are required to file reports of their trading in equity securities of the
Company with the Commission, the Company and the American Stock Exchange. Based
solely on its review of the copies of such reports received by it, or written
representations from certain reporting persons that no reports on Form 5 were
required for those persons, the Company believes that during 1995 all filing
requirements applicable to its officers, directors, and more than ten percent
shareholders were complied with, except that Jeffrey W. Lemajeur did not timely
file a Form 4 to report the purchase of 100 shares of common stock of the
Company, and each of Terence P. Roche and Carl M. Springer did not timely file a
Form 3 when elected as an executive officer of the Company. Such Form 4 and Form
3s were subsequently filed late with the Commission.
EXECUTIVE COMPENSATION
The following table sets forth separately, for the fiscal years indicated,
each component of compensation paid or awarded to, or earned by, the Chief
Executive Officer ("CEO") of the Company and each of the three most highly
compensated executive officers who were serving as executive officers at the end
of the last fiscal year, other than the CEO (collectively referred to herein as
the "Named Executive Officers").
SUMMARY COMPENSATION TABLE(1)
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION
NAME AND ---------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(2)
- ----------------------------------------------------------- --------- --------- ----------- ------------------
<S> <C> <C> <C> <C>
Burke B. Roche 1995 285,337 18,000 54,683
President, Chief Executive 1994 260,607 0 47,240
Officer and Director 1993 252,200 0 61,193
Doran J. Unschuld 1995 151,908 11,000 30,428
Senior Vice President, Secretary 1994 141,257 10,000 24,927
and Director 1993 136,700 10,000 30,492
Ernest F. Watts(3) 1995 125,793 9,500 35,674
Vice President of Marketing 1994 116,973 8,000 34,341
1993 113,200 8,000 33,063
Stephen R. Kennedy(3) 1995 125,539 9,000 42,798
Vice President and 1994 116,737 7,500 38,173
Marketing Manager of Standard 1993 102,700 7,500 34,512
Equipment
</TABLE>
- ------------------------
(1) Compensation paid to executive officers for the fiscal year ended November
30, 1995, other than salary, bonus, and other compensation reflected in the
table, does not exceed the minimum amounts required to be reported under the
Commission's rules. The Named Executive Officers listed are the only
executive officers of the Company whose total annual salary and bonus
exceeds $100,000.
(2) Includes amounts expensed with respect to post-retirement payments under
employment contracts between the Company and the CEO and Named Executive
Officers.
(3) Mr. Watts is a nephew of, and Mr. Kennedy is married to a niece of, Mr.
Burke B. Roche.
5
<PAGE>
PROFIT SHARING PLAN
All employees of the Company who are over age 21 and have completed one year
of service with the Company are eligible to participate in the John Francis
Roche, Jr. Savings and Profit Sharing Fund (the "Profit Sharing Plan"), a
defined contribution retirement savings program. Participants in the Profit
Sharing Plan must contribute at least 2 1/2% but no more than 5% of their
compensation, up to a limit of $200.00 per year. The Company will contribute to
the Profit Sharing Plan each year the least of (i) 15% of total compensation (as
defined in the Profit Sharing Plan), (ii) 18% of the Company's adjusted net
income or (iii) six times the total participant contributions.
The participants' accounts are held under a trust and are invested by the
trustee, Burke B. Roche, in accordance with the terms of the Profit Sharing
Plan. Participants' interests in the Company's contributions become fully vested
and nonforfeitable upon death, disability, attainment of age 60 or after seven
years of participation in the Profit Sharing Plan. Upon retirement, other
termination or disability, a participant receives the total value of funds
resulting from his or her savings and vested Company contributions in either a
single payment or substantially equal installments not less frequently than
semi-annually. There are 800 participants in the Profit Sharing Plan, including
executive officers. There were no Company contributions to the Profit Sharing
Plan for the year ended November 30, 1995.
REPORT OF THE BOARD OF DIRECTORS
REGARDING EXECUTIVE COMPENSATION
OVERVIEW AND PHILOSOPHY
The fundamental philosophy of the Company's compensation program is to offer
competitive compensation opportunities for all employees, including senior
management, which are based on the individual's contribution and personal
performance. The objectives of the Company's compensation program are to align
compensation with business goals and performance, and to enable the Company to
attract and retain superior talent and reward performance.
The Company also believes it is important to align executive officers'
interests with the success of the Company by placing a portion of pay at risk,
thus making payment dependent upon corporate performance. The compensation of
the Company's CEO and Named Executive Officers is reviewed and approved annually
by the Company's Board of Directors (the "Board"), and is linked to the
Company's financial performance. Fifteen percent or more of executive
management's compensation may consist of a bonus which is influenced by the
Company's annual performance.
In determining compensation levels, salary and bonus components are
initially reviewed by Burke B. Roche, CEO of the Company. Mr. Roche then makes
his recommendations to the full Board of Directors. The Board studies the
recommendations, along with other information on individual and corporate
performance, and votes on compensation levels for the next fiscal year. Only
those members of the Board of Directors who are not officers of the Company vote
on matters relating to the compensation of the CEO and Named Executive Officers.
EXECUTIVE OFFICER COMPENSATION PROGRAM
The Company's compensation program consists of a cash salary and annual
bonus payment based upon performance. There are two main components to the
Company's executive compensation program, both determined by corporate and
individual performance:
- Base salary compensation
- Annual incentive compensation
In determining salaries, the CEO and the Board take into account individual
experience, individual performance, total contribution to the Company's long
term success, and the results of the Company's performance. In 1995, the
following measures were considered by the CEO in awarding annual bonuses to
those executives whose performance during the year impacted favorably on the
results of the Company as a whole: corporate revenues, corporate net income and
general corporate performance relative to market conditions in the Company's
industry.
6
<PAGE>
CHIEF EXECUTIVE OFFICER COMPENSATION
The salary of Mr. Burke B. Roche, the Company's CEO, was set at $285,337 for
fiscal 1995, an increase of $24,730 over the amount paid in 1994. His salary was
determined based on corporate results over the past five years, plus a review of
the CEO's individual performance. Mr. Roche received a bonus of $18,000 in 1995.
The increase in Mr. Roche's salary and the bonus granted Mr. Roche were based
upon the Company's improved results in both domestic and foreign operations in
1995, including a 9% increase in net sales and a 26% increase in net earnings as
compared to 1994.
In making decisions regarding CEO compensation, the Board took into account
results of operations of the Company, conditions in the capital goods industry
as a whole and Mr. Roche's long-term contributions to the Company. Mr. Roche has
been president and CEO of the Company since 1949.
BOARD OF DIRECTORS
Burke B. Roche
William W. Roche
Doran J. Unschuld
Jacques DeFreitas
John J. Schornack
PERFORMANCE GRAPH
The graph below compares the cumulative total shareholder return on the
Common Stock of the Company for the last five fiscal years with the cumulative
total return on the S&P 500 Index and the S&P Machine Tools Index over the same
period (assuming the investment of $100 in the Company's Common Stock, the S&P
500 Index and the S&P Machine Tools Index on November 30, 1990, and reinvestment
of all dividends).
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
BINKS MANUFACTURING COMPANY S&P 500(1) S&P MACHINE TOOLS(1)
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 92.99 120.34 100.60
1992 98.07 142.57 171.11
1993 104.67 156.97 189.54
1994 89.43 158.61 164.64
1995 115.46 217.27 182.66
</TABLE>
(1) The S&P 500 Index and the S&P Machine Tools Index were obtained from
Standard and Poor's Compustat Services, Inc.
EXECUTIVE RETIREMENT INCOME CONTRACTS
The Company has entered into individual Executive Retirement Income
Contracts with certain executives, including Messrs. Burke B. Roche, Doran J.
Unschuld, William W. Roche, Ernest F. Watts and
7
<PAGE>
Stephen R. Kennedy, in each case providing for payment of annual retirement
benefits to the executive (or his beneficiary in the event of his death) in an
amount equal to 1 1/2% of the executive's average annual salary (exclusive of
bonuses, profit sharing and other employee benefits) for the five years
preceding retirement, multiplied by the number of full fiscal years of service
in the employ of the Company. Retirement payments terminate fifteen (ten in the
case of Mr. Burke B. Roche) years after retirement or in the event the executive
engages in specified competitive activities following retirement. In addition,
no retirement benefits are payable if the executive voluntarily resigns prior to
age 65 without the consent of the Company, or if he is dismissed by the Company
for specified cause. William W. Roche is currently receiving payments under his
contract following his retirement in 1994 as an officer of the Company.
The following table shows the amount of annual retirement benefits payable
under these arrangements at various levels of final five year average salary and
for different years of service.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------------------------------------------
REMUNERATION 5 15 25 35 45 50
- ------------- --------- --------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 7,500 $ 22,500 $ 37,500 $ 52,500 $ 67,500 $ 75,000
125,000 9,375 28,125 46,875 65,625 84,375 93,750
150,000 11,250 33,750 56,250 78,750 101,250 112,500
175,000 13,125 39,975 65,625 91,875 118,125 131,250
200,000 15,000 45,000 75,000 105,000 135,000 150,000
225,000 16,875 50,625 84,375 118,125 151,875 168,750
250,000 18,750 56,250 93,750 131,250 168,750 187,500
275,000 20,625 61,875 103,125 144,375 185,625 206,250
</TABLE>
As of November 30, 1995, the number of full fiscal years of service with the
Company for officers named in the Cash Compensation Table and the amount of
salary paid to such officers during the fiscal year ended November 30, 1995 are
as follows: Burke B. Roche--56 years, $285,337; Doran J. Unschuld--43 years,
$151,908; Ernest F. Watts--36 years, $125,793; and Stephen R. Kennedy--35 years,
$125,539. Benefit amounts shown in this table are computed on a straight line
annuity basis and are not subject to any deduction for Social Security benefits
or other offsets.
CHANGE IN CONTROL ARRANGEMENTS
The Company has entered into individual Employment Security Agreements with
current executive officers and certain other key employees, including Messrs.
Burke B. Roche, Doran J. Unschuld, Ernest F. Watts and Stephen R. Kennedy, in
each case providing for severance payments by the Company in the event that
within three years after a "change in control" (as defined) either the Company
terminates the individual's employment for other than "good cause" (as defined),
disability, death, or normal retirement, or the individual terminates his
employment for "good reason" (as defined). Subject to certain limitations, the
amount of the severance payment equals three (two for employees other than
executive officers) times the sum of (i) such employee's annual salary at the
rate in effect at the time of termination, plus (ii) the maximum bonus such
employee could earn for the fiscal year in which the termination occurs. A
"change in control" will in general be deemed to occur where a third person
becomes the owner of 20% or more of the Capital Stock of the Company or where a
corporate transaction occurs, the effect of which is that persons who were
directors of the Company before the transaction cease to constitute a majority
of the Board of Directors.
Pursuant to the provisions of the Binks Death Benefit Plan for Executive
Personnel, but subject to the conditions therein set forth, the beneficiaries of
each participant may become entitled to receive 120 monthly installments equal
to an amount not in excess of one-twelfth of 20% of the average base annual
salary of such participant during the period from December 1, 1954 to the date
of his retirement or death. Mr. Burke B. Roche is presently the only participant
in this plan.
8
<PAGE>
DIRECTORS' FEES
Each director who is not also an employee receives a director's fee of
$15,000 per annum plus reimbursement of expenses relating to attendance at
meetings.
During 1995, Messrs. Burke B. Roche and Doran J. Unschuld each served on the
board of directors of Binks-Bullows, Ltd. and received a director's fee of
$3,818. Mr. Ernest F. Watts served on the board of directors of Binks
Manufacturing Company of Canada, Limited and received a director's fee of
$3,000.
INFORMATION REGARDING BOARD OF DIRECTORS' MEETINGS AND COMMITTEES
The Board of Directors held four meetings during 1995. During 1995, the
Audit Committee of the Board consisted of Burke B. Roche, Jacques DeFreitas (who
replaced Donald G. Meyer as a director in April, 1995) and John J. Schornack.
The Audit Committee is responsible for recommending to the Board of Directors
the engagement of independent auditors for the Company and reviewing with the
independent auditors the plan for and results of the auditing engagement. The
Audit Committee also reviews the plan for and results of the Company's internal
audits. The Audit Committee met two times during 1995. The Board of Directors
does not have a standing nominating committee. All directors attended at least
75% of the meetings of the Board of Directors, and of committees on which they
served, held during 1995.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1995, decisions regarding executive compensation were reviewed
by the entire Board of Directors. Burke B. Roche and Doran J. Unschuld were
executive officers of the Company during fiscal 1995. During fiscal 1995, these
officers also served on the Board of Directors of the Company. Although these
directors were present during compensation discussions by the Board, they did
not vote on compensation decisions regarding themselves or the other Named
Executive Officers.
ACCOUNTING INFORMATION
The Board of Directors has appointed the accounting firm of Crowe Chizek and
Company ("Crowe Chizek") as its independent accountants for the current fiscal
year ended November 30, 1996. On March 15, 1995, the Company engaged Crowe
Chizek as its independent accountants for the fiscal year ending November 30,
1995. This engagement was authorized by the Company's Board of Directors upon
the recommendation of the Board's Audit Committee. On March 17, 1995, the
Company informed KPMG Peat Marwick LLP ("KPMG"), its independent accountants for
the fiscal year ended November 30, 1994, of its action. The accountant's reports
on the Company's financial statements for the past two fiscal years preceding
the determination not to reappoint KPMG did not contain an adverse opinion or
disclaimer of opinion, or a qualification regarding audit scope or accounting
principles, except that 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 be ultimately incurred
cannot be determined and no provision for any liability has been made in the
accompanying consolidated financial statements." In connection with the
Company's Annual Report on Form 10-K for the year ended November 30, 1995, KPMG
reissued their opinion for the two fiscal years ended November 30, 1994 and,
based on a ruling in favor of the Company in such patent infringement
litigation, removed such statement from their opinion. Moreover, during the two
most recent fiscal years and the subsequent period prior to the change in
accountants, there were no disagreements with KPMG on any matter of accounting
principles or practices, financial statement disclosure, 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. Furthermore,
no "reportable events," as defined in Item 304(a)(1)(v) of Regulation S-K of the
Securities and Exchange Commission, occurred during such period. Representatives
of Crowe Chizek are expected to be present at the 1996 annual meeting of
stockholders. They will have the opportunity to make a statement if they desire
to do so, and will be available to respond to appropriate questions.
9
<PAGE>
OTHER MATTERS
Proxies will be voted for the election of the above named nominees as
directors unless otherwise indicated on the proxy. Management does not know of
any other matters which are likely to be brought before the Annual Meeting. If
any other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote such proxy in accordance with their
judgment on such matters.
STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
NOMINATIONS FOR THE BOARD OF DIRECTORS
The Company's By-Laws provide that written notice of proposed stockholder
nominations for the election of directors at an Annual Meeting must be given to
the Secretary of the Company no earlier than February 1 and no later than
February 25 immediately preceding the meeting. Notice to the Company from a
stockholder who proposes to nominate a person for election as a director must
contain certain information about that person, including age, business and
residence addresses and such other information as would be required to be
included in a proxy statement soliciting proxies to nominate that person. If the
Chairman of the Annual Meeting determines that a person was not nominated in
accordance with the foregoing procedures, such person shall not be eligible for
election as a director.
OTHER PROPOSALS
If any stockholder intends to present a proposal to be considered for action
at the 1997 Annual Meeting of Stockholders and to be included in the Company's
proxy materials, the proposal must be in proper form and received by the
Secretary of the Company on or before November 30, 1996, for review and
consideration for inclusion in the Company's proxy statement and form of proxy
relating to that meeting.
In addition, the Company's By-Laws require that written notice of proposals
by stockholders to be presented at an Annual Meeting be delivered to the
Secretary of the Company no earlier than February 1 and no later than February
25 immediately preceding the meeting. Such notice to the Company must set forth
(i) a brief description of the business desired to be brought before the Annual
Meeting and the reasons for conducting such business at the Annual Meeting, (ii)
the name and record address of the stockholder proposing such business, (iii)
the number of shares beneficially owned by the stockholder and (iv) any material
interest of the stockholder in such business. If the Chairman of the Annual
Meeting determines that business was not properly brought before the meeting in
accordance with the foregoing procedures, such business shall not be transacted.
By order of the Board of Directors,
Doran J. Unschuld, Secretary
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER SOLICITED HEREBY
WHO SO REQUESTS IN WRITING A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED NOVEMBER 30, 1995 (EXCEPT THE EXHIBITS THERETO, WHICH WILL BE
PROVIDED UPON PAYMENT OF A REASONABLE CHARGE) AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. REQUESTS FOR THE ANNUAL REPORT ON FORM 10-K SHOULD BE SENT
TO THE COMPANY AT ITS ADDRESS SET FORTH HEREIN, DIRECTED TO THE ATTENTION OF
BURKE B. ROCHE, PRESIDENT AND CHIEF EXECUTIVE OFFICER, OR DORAN J. UNSCHULD,
SECRETARY.
10
<PAGE>
PROXY BINKS MANUFACTURING COMPANY PROXY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 25, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Burke B. Roche, Doran J. Unschuld and William W. Roche, or any of them, with
full power of substitution, are hereby authorized to vote the shares of Capital
Stock of Binks Manufacturing Company (the "Company") which the undersigned is
entitled to vote at the Annual Meeting of Stockholders to be held at the offices
of the Company, 9201 West Belmont Avenue, Franklin Park, Illinois, on April 30,
1996, at 10:00 A.M., and at all adjournments thereof, as follows:
PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE HEREOF AND
RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
<PAGE>
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY /X/
FOR THE NOMINEES LISTED WITHHOLD AUTHORITY
BELOW (EXCEPT AS MARKED TO TO VOTE FOR THE
THE CONTRARY BELOW) NOMINEES LISTED BELOW
1. ELECTION OF DIRECTORS / / / /
(INSTRUCTION: To withhold
authority to vote for any
individual nominee, strike
a line through the nominee's
name in the list below.)
Burke B. Roche Doran J. Unschuld
2. In their discretion, the proxies
are authorized to vote upon such
other matters as may properly come
before the meeting.
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSAL (1).
Please sign your name or names on the signature lines below in the exact form
appearing hereon.
Dated ________________________, 1996
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(Signature(s) of Stockholder(s))
- ------------------------------------
(Signature(s) of Stockholder(s))
