<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
AUGUST 23, 1996
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
BINKS MANUFACTURING COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
1-1416 36-0808480
(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
9201 WEST BELMONT AVENUE
FRANKLIN PARK, ILLINOIS 60131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
847/671-3000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
PAGE 1 OF 6 PAGES.
<PAGE>
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On August 23, 1996, Binks Manufacturing Company (the
"Registrant") dismissed Crowe Chizek and Company LLP ("Crowe Chizek") as its
independent auditors. Effective August 24, 1996, the Registrant engaged KPMG
Peat Marwick ("KPMG") as its new independent accountants to audit the
Registrant's financial statements.
(b) Crowe Chizek reported on the Registrant's financial statements
for the fiscal year ended November 30, 1995. KPMG reported on the Registrant's
financial statements for the fiscal year ended November 30, 1994.
(c) The report of Crowe Chizek on the Registrant's financial
statements for the fiscal year ended November 30, 1995, contained no adverse
opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles.
(d) The Registrant's Audit Committee recommended and the Board of
Directors approved, effective as of August 23, 1996, the decision to change
independent accountants.
(e) During the most recent fiscal year and through August 23, 1996,
(i) there had been no disagreements with Crowe Chizek on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
Crowe Chizek would have caused it to make reference thereto in its report on the
financial statements for such year; and (ii) there were no reportable events (as
defined in Registration S-K Item 304(a)(1)(v)).
(f) During the most recent fiscal year and through August 23, 1996,
the Registrant has not consulted with KPMG regarding the application of
accounting principles to any transaction or the type of audit opinion that might
be rendered on Registrants' financial statements or any matter that was the
subject of a disagreement or reportable event with the former auditor (as
described in Regulation S-K Item 304(a)(1)(v)).
(g) The Registrant has requested that Crowe Chizek furnish it with a
letter addressed to the Commission stating whether or not it agrees with the
above statements. A copy of such letter is filed as Exhibit 16 to this
Form 8-K.
ITEM 5. OTHER EVENTS
In accordance with the Company's By-laws, the Board of Directors increased
the number of members of the Board of Directors from 5 directors to 7 effective
August 23, 1996. To fill the newly created positions resulting from such
expansion, the Board of Directors elected Clifford J. Vaughan and Wayne F.
Edwards to serve as directors until the next annual meeting of shareholders or
until their successors have been elected and qualified.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) - (b) Financial Statements -- None
(c) Exhibits:
Exhibit 16 - Letter from Crowe Chizek & Company LLP
3
<PAGE>
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
Date: August 28, 1996 By: /s/ Doran J. Unschuld
---------------------------------------
Doran J. Unschuld
President and Chief Executive Officer
4
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
- - ------- ----------- ----
16 Letter from Crowe Chizek and Company LLP 5
5
<PAGE>
EXHIBIT 16
CROWE CHIZEK & COMPANY LLP
August 28, 1996
Office of Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read the statements made by Binks Manufacturing Company (the "Company")
included in Item 4 of the Company's Form 8-K dated as of August 29, 1996. We
agree with the statements concerning our firm in such Form 8-K.
Very truly yours,
/s/ Crowe Chizek & Company LLP
CROWE CHIZEK & COMPANY LLP
6
