<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or 240.14a-12
BINKS MANUFACTURING COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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 29, 1997
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 Hotel Sofitel, 5550
North River Road, Rosemont, Illinois 60018, on Tuesday, April 29, 1997 at 10:00
a.m., for the purpose of considering and acting upon the following matters:
1. The election of three directors of the Company;
2. The approval of an amendment to Article First of the Company's
Restated Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), to change the name of the Company to "Binks Sames Corporation";
3. The approval of an amendment to Article Fourth of the Certificate
of Incorporation to allow the Board of Directors of the Company to declare stock
dividends without stockholder approval;
4. The approval of the Company's 1996 Stock Option Plan;
5. The ratification of KMPG Peat Marwick LLP as the Company's
independent accountants for the fiscal year ending November 30, 1997; and
6. The transaction of such other business as may properly be brought
before the meeting.
Stockholders of record at the close of business on March 3, 1997 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,
GUY E. SNYDER, SECRETARY
March 25, 1997
<PAGE>
BINKS MANUFACTURING COMPANY
9201 WEST BELMONT AVENUE
FRANKLIN PARK, ILLINOIS 60131
PROXY STATEMENT
FOR
1997 ANNUAL MEETING OF STOCKHOLDERS
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 29, 1997 at 10:00 a.m., Chicago time, at the Hotel Sofitel, 5550
North River Road, Rosemont, Illinois 60018, 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 25, 1997. 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 $7,500
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, 1996 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.
1
<PAGE>
VOTING SECURITIES
As of March 3, 1997, 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.
As of March 3, 1997, 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
BENEFICIAL OWNER SHARES(1) OF CLASS
- ---------------------------------- -------------- ------------
<S> <C> <C>
John Francis Roche, Jr.
Savings and Profit Sharing Fund
9201 West Belmont Avenue
Franklin Park, IL 60131 454,212(2) 14.7%
Franklin Advisory Services, Inc.
One Parker Plaza, 16th Floor
Ft. Lee, NJ 07024 229,300(3) 7.4
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA90401 219,230(4) 7.1
Skyline Asset Management, L.P.
311 South Wacker Drive, Suite
4500
Chicago, IL 60606 168,700(5) 5.5
</TABLE>
- ------------------------------
(1) 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.
(2) Represents shares held by the John Frances Roche, Jr. Savings and Profit
Sharing Fund of the Company of which John J. Schornack, Doran J. Unschuld
and William W. Roche are the trustees and exercise sole voting power.
(3) Based on a Schedule 13G filed with the Securities and Exchange Commission
(the "Commission"), dated February 12, 1997. Franklin Advisory Services,
Inc. is a direct or indirect investment advisory subsidiary of Franklin
Resources, Inc. ("FRI"). Mr. Charles B. Johnson and Mr. Rupert H. Johnson,
Jr. each own in excess of 10% of the outstanding shares of FRI. The address
of FRI and Messrs. Charles B. Johnson and Rupert H. Johnson, Jr. is 777
Mariners Island Blvd., San Mateo, CA 94404.
(4) Based on a Schedule 13G filed with the Commission, dated February 5, 1997.
(5) Based on a Schedule 13G filed with the Commission, dated February 12, 1997.
2
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS
The Company presently has seven directors who are divided into three classes
serving staggered three-year terms. Three directors are to be elected at this
Annual Meeting to hold office for a term expiring at the Annual Meeting for the
year 2000. Messrs. William W. Roche and Clifford J. Vaughan and Dr. Wayne F.
Edwards, who are presently directors of the Company, 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, Vaughan or Edwards 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.
Information with respect to the nominees, continuing directors and certain
executive officers of the Company is shown below.
<TABLE>
<CAPTION>
CAPITAL STOCK OF THE COMPANY
BENEFICIALLY OWNED ON
MARCH 3, 1997(1)
-------------------------------
PERCENT OF
NUMBER OF CAPITAL STOCK
NOMINEES FOR ELECTION AS DIRECTORS SHARES OUTSTANDING
------------------------------------------------------------ ------------ -------------
<S> <C> <C>
WILLIAM W. ROCHE, age 71, has been a director of the Company 470,511(3) 15.2%
since 1958. His present term of office as a director
expires at this Annual Meeting. From 1952 to 1994, Mr.
Roche served as the Assistant Secretary and Assistant
Treasurer of the Company.(2)
CLIFFORD J. VAUGHAN, age 62, has been a director of the 1,000 *
Company since August 1996. His present term of office as a
director expires at this Annual Meeting. Mr. Vaughan, now
retired, was Group Vice President of General Motors
Corporation from 1983 to 1996.
DR. WAYNE F. EDWARDS, age 62, has been a director of the 2,000 *
Company since August 1996. His present term of office as a
director expires at this Annual Meeting. Mr. Edwards, now
retired, was Senior Vice President and Chief Financial
Officer of Crown Zellerbach International, Inc. from 1975
to 1983.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
CAPITAL STOCK OF THE COMPANY
BENEFICIALLY OWNED ON
MARCH 3, 1997(1)
-------------------------------
PERCENT OF
NUMBER OF CAPITAL STOCK
CONTINUING DIRECTORS SHARES OUTSTANDING
------------------------------------------------------------ ------------ -------------
<S> <C> <C>
JOHN J. SCHORNACK, age 66, has been Chairman of the Board 457,212(3) 14.8
since June 1996 and a director since February 1994. His
present term of office as a director 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. Mr. Schornack is
presently a director of Wintrust Financial Corporation, a
financial services holding company.
DORAN J. UNSCHULD, age 73, has been President and Chief 460,275(3) 14.9
Executive Officer since June 1996 and a director of the
Company since 1982. His present term of office as a
director expires at the 1999 Annual Meeting. Mr. Unschuld
has been employed by the Company in various positions since
1952 and has been a Senior Vice President from 1995 to
1996, a Vice President from 1971 to 1995 and Secretary of
the Company from 1965 to 1996.
DR. DONALD G. MEYER, age 62, has been a director of the 1,400 *
Company since June 1996 and had previously been a director
of the Company from 1990 to April 1995. His present term of
office as a director expires at the 1998 Annual Meeting.
Dr. Meyer has been Professor of Marketing of Loyola
University of Chicago since 1961 and was previously Dean of
the School of Business Administration from 1977 to 1995.
TERENCE P. ROCHE, age 38, has been a director of the Company -0- *
since March 1997, when he was appointed by the Board of
Directors to fill the vacancy created by the resignation of
Burke B. Roche. His present term of office as a director
expires at the 1999 Annual Meeting. Mr. Roche has been an
officer of the Company since 1995. Mr. Roche has been
employed by the Company since 1986 and is presently
Executive Vice President, Assistant Secretary and Assistant
Treasurer. Mr. Roche had been the Industrial Sales Manager
of the Company from 1990 to 1996.(2)
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
CAPITAL STOCK OF THE COMPANY
BENEFICIALLY OWNED ON
MARCH 3, 1997(1)
-------------------------------
PERCENT OF
NUMBER OF CAPITAL STOCK
DIRECTOR EMERITUS SHARES OUTSTANDING
------------------------------------------------------------ ------------ -------------
<S> <C> <C>
BURKE B. ROCHE, age 82, has been Director Emeritus, a 153,321 4.9
nonvoting position, since February 1997. He was a director
of the Company from 1948 to February 1997. From 1949 to
June 1996, Mr. Roche was President and Chief Executive
Officer of the Company.(2)
NON-DIRECTOR NAMED EXECUTIVE OFFICERS
------------------------------------------------------------
ERNEST F. WATTS, age 59, has been an officer of the Company 20,778 *
since 1980. Mr. Watts has been employed by the Company
since 1959 and is presently Vice President of Market
Development of the Company.(2)
STEPHEN R. KENNEDY, age 63, has been an officer of the 5,255 *
Company since 1971. Mr. Kennedy has been employed by the
Company since 1960 and is presently Vice President of Human
Resources of the Company.(2)
STEPHEN R. MATHERS, age 47, has been an officer of the 75 *
Company since June 1996. Mr. Mathers has been employed by
the Company since 1974 and is presently Vice President--
Corporate Development. Mr. Mathers has been President and
CEO of Sames Electrostatic, Inc., a subsidiary of the
Company, since 1990.
Directors and Executive Officers as a group (13 persons) 510,234 16.5
</TABLE>
- ------------------------------
* 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 note (3) below.
(2) Mr. William W. Roche is the father of Terence P. Roche and brother of Burke
B. Roche. Mr. Watts is a nephew of, and Mr. Kennedy is married to the niece
of, Messrs. William W. Roche and Burke B. Roche. Mr. Terence P. Roche and
Mr. Watts are cousins.
(3) Includes 454,212 shares held by the John Francis Roche Savings and Profit
Sharing Fund of the Company of which Messrs. William W. Roche, Schornack
and Unschuld are the trustees and exercise sole voting power.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE FOR THE
NOMINEES FOR DIRECTORS LISTED ABOVE.
5
<PAGE>
DIRECTORS' FEES
The Chairman of the Board receives a fee of $85,000 per annum and $1,500 for
each meeting attended. Each director who is not also an employee receives a
director's fee of $21,000 per annum and $500 for each board meeting attended,
plus reimbursement of expenses relating to attendance at meetings. Non-employee
directors are also entitled to participate in the Company's 1996 Stock Option
Plan. See "Proposal 4: Approval of the 1996 Stock Option Plan."
In 1996, Mr. John J. Schornack was awarded a $50,000 bonus for his efforts
in assisting with the transition of the Company's management. During 1996, Mr.
Doran J. Unschuld 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 of the Company (the "Board of Directors" or "Board")
held nine meetings during 1996. The Board of Directors has four standing
committees: the Audit Committee, the Compensation Committee, the Executive
Committee and the Nominating and Governance Committee. All directors attended at
least 75% of the meetings of the Board of Directors, and of Committees on which
they served, during 1996.
The Audit Committee of the Board consists of Drs. Meyer and Edwards. 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 1996.
The Compensation Committee is responsible for reviewing the compensation
arrangements in effect for the Company's executive officers and for
administering all the Company's employee benefit plans, including the proposed
1996 Stock Option Plan. The Compensation Committee held one meeting during the
last fiscal year. The Compensation Committee currently consists of Messrs.
Schornack and Vaughan.
The Executive Committee's duties include anything permitted by law to be
performed by the Board of Directors that does not require the
6
<PAGE>
full Board. This Committee held seven meetings during the last fiscal year. The
Executive Committee currently consists of Messrs. William W. Roche, Schornack,
Unschuld and Meyer.
The Nominating and Governance Committee is responsible for nominating
persons for election as Directors of the Company and appointments to Committees.
The Nominating and Governance Committee has no current plans to consider
nominees recommended by security holders. This Committee held two meetings
during the last fiscal year. The Nominating and Governance Committee currently
consists of Messrs. Meyer and Schornack.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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, the American Stock Exchange and the
Chicago Stock Exchange. Based solely on its review of the copies of such reports
received by it, the Company believes that during 1996 all filing requirements
applicable to its officers, directors, and more than ten percent stockholders
were complied with, except that Dr. Donald G. Meyer did not timely file a Form 3
when elected as a director of the Company. An appropriate form was 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, (i) the Chief
Executive Officer ("CEO") of the Company serving at the end of the last fiscal
year, (ii) each of the four most highly compensated executive officers who were
serving as executive officers at the end of the last fiscal year, other than the
CEO, and (iii) Mr. Burke B. Roche, who resigned as President and CEO of the
Company in June 1996 (collectively referred to herein as the "Named Executive
Officers").
7
<PAGE>
SUMMARY COMPENSATION TABLE(1)
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION
NAME AND ------------------------ ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(2)
- ----------------------- --------- ----------- ----------- -------------------
<S> <C> <C> <C> <C>
Doran J. Unschuld 1996 191,444 15,789 65,857
President, Chief 1995 151,908 11,000 30,428
Executive 1994 141,257 10,000 24,927
Officer and Director
Ernest F. Watts 1996 135,373 13,075 38,896
Vice President of 1995 125,793 9,500 35,674
Market 1994 116,973 8,000 34,341
Development
Stephen R. Kennedy 1996 135,241 13,048 52,461
Vice President of 1995 125,539 9,000 42,798
Human 1994 116,737 7,500 38,173
Resources
Terence P. Roche 1996 106,900 8,880 --
Executive Vice 1995 81,965 3,500 --
President 1994 75,600 2,500 --
and Director
Stephen R. Mathers 1996 164,000 46,000 --
Vice President of 1995 151,000 47,000 --
Corporate 1994 138,000 40,000 --
Development
Burke B. Roche 1996 195,190 -- 269,370
President, Chief 1995 285,337 18,000 54,683
Executive 1994 260,607 -- 47,240
Officer until June
1996 and Director
until February 1997
</TABLE>
- ------------------------------
(1) Compensation paid to executive officers for the fiscal year ended November
30, 1996, 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.
(2) Represents amounts expensed with respect to post-retirement payments under
employment contracts between the Company and the CEO and Named Executive
Officers.
8
<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 per year. The Company will contribute to the
Profit Sharing Plan each year the lesser 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
trustees, Messrs. John J. Schornack, Doran J. Unschuld and William W. 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 or 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 754
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, 1996.
9
<PAGE>
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 Board of Directors, 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 the Compensation Committee of the Board of Directors,
which was created in June 1996 (prior thereto, compensation was initially
reviewed by the CEO of the Company). The Compensation Committee then makes its
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 cash salary, annual bonus
payments based upon performance and, beginning in 1996, stock option grants.
There are currently three main components to the Company's executive
compensation program, as determined by corporate and individual performance:
- Base salary compensation
- Annual incentive compensation
- Stock option grants
10
<PAGE>
In determining salaries, the Compensation Committee takes into account
individual experience, individual performance, total contribution to the
Company's long term success, and the results of the Company's performance. In
fiscal 1996, the following measures were considered by the Compensation
Committee 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.
Stock option grants to executive officers are intended to promote the
success of the Company by aligning financial interests of executive officers
with stockholders and to provide each executive officer with a significant
incentive to manage the Company from the perspective of an owner with an equity
stake in the business. Stock option grants are based on various subjective
factors, primarily relating to the responsibilities of the individual officers,
and also to their expected future performance. Prior to 1996, the Company did
not have a stock option plan for executive officers. In 1996, the Company
adopted, subject to stockholder approval, the 1996 Stock Option Plan and made
various option grants to its executive officers. See "Proposal 4: Approval of
the 1996 Stock Option Plan."
CHIEF EXECUTIVE OFFICER COMPENSATION
The salary of Mr. Doran J. Unschuld, the Company's CEO, was set at $191,444
for fiscal 1996, an increase of $39,536 over the amount paid in 1995. His salary
was determined based on corporate results over the past five years, plus a
review of the CEO's individual performance. Mr. Unschuld received a bonus of
$15,789 in 1996. Mr. Unschuld was also awarded options to purchase 20,000 shares
of Capital Stock of the Company, which would become immediately exercisable
under the Company's 1996 Stock Option Plan upon approval thereof by the
stockholders. See "Proposal 4: Approval of the 1996 Stock Option Plan." The
increase in Mr. Unschuld's salary, the bonus granted Mr. Unschuld and the option
award were based upon his individual performance, leadership with the Company
and the attainment of the Company's goals.
In making decisions regarding CEO compensation, the Compensation Committee
also took into account results of operations of the Company, conditions in the
capital goods industry as a whole and Mr. Unschuld's long-term contributions to
the Company. Mr. Unschuld has been an officer of the Company since 1965.
COMPENSATION COMMITTEE
John J. Schornack
Clifford J. Vaughan
11
<PAGE>
PERFORMANCE GRAPH
The graph below compares the cumulative total shareholder return on the
Capital 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 Machinery (Diversified) Index over
the same period (assuming the investment of $100 in the Company's Capital Stock,
the S&P 500 Index and the S&P Machinery (Diversified) Index on November 29,
1991, and reinvestment of all dividends).
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
S&P MACHINERY (DIVERSIFIED) (1) S&P 500 (1) BINKS MANUFACTURING
<S> <C> <C> <C>
1991 $100.00 $100.00 $100.00
1992 115.09 118.47 105.46
1993 160.78 130.44 112.56
1994 158.89 131.80 96.17
1995 200.04 180.54 124.16
1996 256.37 230.84 144.31
</TABLE>
(1) The S&P 500 Index and the S&P Machinery (Diversified) Index
were obtained from Standard and Poor's Compustat Services, a division of
McGraw-Hill, Inc. In prior years, the Company utilized the S&P Machine Tools
Index which was discontinued in June 1996.
EXECUTIVE RETIREMENT INCOME CONTRACTS
The Company has entered into individual Executive Retirement Income
Contracts with certain executives, including Messrs. Doran J. Unschuld, Ernest
F. Watts and 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 15 (ten in
the case of Mr. Burke B. Roche) years after retirement or in the event the
executive
12
<PAGE>
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. Messrs. Burke B. Roche and William W. Roche are currently
receiving payments under their respective contracts following their retirement
in 1996 and 1994, respectively, as officers 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, 1996, the number of full fiscal years of service with the
Company for officers named in the Cash Compensation Table who are parties to the
above-described arrangements and the amount of salary paid to such officers
during the fiscal year ended November 30, 1996 are as follows: Doran J.
Unschuld--44 years, $191,444; Ernest F. Watts--37 years, $135,373; and Stephen
R. Kennedy--36 years, $135,241. 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.
Doran J. Unschuld, Ernest F. Watts, Stephen R. Kennedy and Jeffrey W. Lemajeur
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
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<PAGE>
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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1996, decisions regarding executive compensation were reviewed
by the entire Board of Directors based upon the recommendations of the
Compensation Committee (after its formation in June 1996). Messrs. Burke B.
Roche and Doran J. Unschuld were executive officers of the Company during fiscal
1996. During fiscal 1996, Messrs. Roche and Unschuld 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.
14
<PAGE>
PROPOSAL 2: APPROVAL OF AMENDMENT TO
CERTIFICATE OF INCORPORATION TO
CHANGE THE COMPANY'S NAME TO
"BINKS SAMES CORPORATION"
The Board of Directors has adopted, and is recommending to the stockholders
for their approval at the Annual Meeting, a resolution to amend Article First of
the Company's Certificate of Incorporation to change the corporate name. The
applicable text of the Board's resolution is as follows:
"RESOLVED, that Article First of the Company's Certificate of
Incorporation be amended to read in its entirety as follows:
FIRST: The name of the corporation is "BINKS SAMES CORPORATION."
In the judgment of the Board of Directors, the change of corporate name is
desirable in view of the significant change in the strategic focus of the
business of the Company resulting from the comprehensive reorganization and
restructuring initiatives which were begun in June 1996. The "Binks Sames" name
was chosen to affirm the global nature of the Company and to recognize the
achievements and stature in the market of the Company's French subsidiary, Sames
S.A.
The Board is also proposing to amend the Certificate of Incorporation to
give the Board of Directors the authority to declare stock dividends without
stockholder approval. See Proposal 3 below. Approval of Proposal 3 is not a
condition precedent to the adoption of the proposed name change.
If the amendment is adopted, stockholders will not be required to exchange
outstanding stock certificates for new certificates.
Approval of this Proposal 2 requires the affirmative vote of a majority of
the outstanding shares of capital stock of the Company entitled to vote at the
Annual Meeting. Abstentions and broker non-votes have the effect of a vote
against this Proposal 2. If approved by the stockholders, the amendment to
Article First will become effective upon filing with the Secretary of the State
of Delaware a Certificate of Amendment to the Company's Certificate of
Incorporation, which filing is expected to take place shortly after the Annual
Meeting. However, the Board of Directors will be authorized, without a further
vote of the stockholders, to abandon
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<PAGE>
the name change and determine not to file the Certificate of Amendment if the
Board concludes that such action would be in the best interest of the Company
and its stockholders. If this proposal is not approved by the stockholders, then
the Certificate of Amendment will not be filed.
THE BOARD BELIEVES THAT THE PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF
INCORPORATION TO CHANGE THE CORPORATE NAME IS IN THE BEST INTEREST OF THE
COMPANY AND RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL 2.
PROPOSAL 3: APPROVAL OF AMENDMENT TO
CERTIFICATE OF INCORPORATION TO
ALLOW ISSUANCE OF STOCK DIVIDENDS
WITHOUT STOCKHOLDER APPROVAL
The Board of Directors has adopted, and is recommending to the stockholders
for their approval at the Annual Meeting, a resolution to amend the second
paragraph of Article Fourth of the Company's Certificate of Incorporation to
allow the Board of Directors to declare, and the Company to issue, stock
dividends without the approval of stockholders. The applicable text of the Board
resolution is as follows:
"RESOLVED, that the second paragraph of Article Fourth of the
Company's Certificate of Incorporation be amended to read in its
entirety as follows:
In addition to any other vote otherwise required by law or this
restated certificate of incorporation, (a) the merger or
consolidation of the Corporation with, or the sale, lease or
exchange of all or substantially all of the property and assets
of the Corporation to, any person, firm, corporation or other
entity, or (b) the issuance or creation of any shares of stock
of any class (other than the issuance of shares by means of a
stock dividend payable solely to the holders of the then
outstanding shares) having voting power in excess of 25% of the
total number of shares of stock of all classes having voting
power then outstanding, excluding treasury shares, or (c) the
amendment or repeal of any provisions of this second paragraph
of Article FOURTH, shall be authorized, approved or become
effective only upon receiving the favorable vote of not less
than 75% of the total number of
16
<PAGE>
shares of stock of all classes having voting power of the
Corporation then outstanding, voting together as a single class,
at the annual or a special meeting of stockholders held for the
purpose of acting thereon. Except as hereinabove provided,
shares of capital stock of the Corporation may be issued by the
Corporation from time to time in such amounts and proportions
and for such consideration as may be fixed and determined from
time to time by the Board of Directors and as shall be permitted
by law."
Presently, clause (b) of the first sentence of the second paragraph of
Article Fourth of the Certificate of Incorporation requires 75% of the
outstanding shares of Capital Stock of the Company to approve any issuance or
creation of shares in excess of 25% of the outstanding shares, excluding
treasury shares. This provision, although intended to prevent the Company from
issuing or creating additional shares that could result in significant dilution
to the then current holders of the Company's outstanding capital stock, if
applied literally has the effect of preventing the Board of Directors from
declaring and the Company from issuing stock dividends on the Company's
outstanding Capital Stock, which would have no dilutive effect on the holders of
the outstanding shares. A stock dividend is a dividend distributed with respect
to all outstanding shares of capital stock which is payable in shares of stock.
The effect of a stock dividend is to increase the number of shares held by each
holder of Capital Stock but to maintain the proportionate interest of each
stockholder in the Company and to reduce the market price of each share of
capital stock. The increase in the number of shares outstanding and the
reduction in the market price of the shares is likely to result in greater
liquidity and a broader trading market for the Company's shares which would
benefit all stockholders.
Approval of this proposal requires the affirmative vote of 75% of the
outstanding shares of capital stock of the Company entitled to vote at the
Annual Meeting. Abstentions and broker non-votes will have the effect of voting
against this Proposal 3. If approved by the stockholders, the amendment to
Article Fourth will become effective upon filing with the Secretary of State of
Delaware a Certificate of Amendment to the Company's Certificate of
Incorporation, which filing is expected to take place shortly after the Annual
Meeting. However, the Board of Directors will be authorized, without a further
vote of the stockholders, to abandon the change and determine not to file the
Certificate of Amendment if the
17
<PAGE>
Board concludes that such action would be in the best interest of the Company
and its stockholders. If this proposal is not approved by the stockholders, then
the Certificate of Amendment will not be filed.
THE BOARD BELIEVES THAT THE PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF
INCORPORATION TO GIVE THE BOARD THE AUTHORITY TO EFFECT STOCK DIVIDENDS WITHOUT
SHAREHOLDER APPROVAL IS IN THE BEST INTEREST OF THE COMPANY AND RECOMMENDS A
VOTE FOR APPROVAL OF PROPOSAL 3.
If Proposal 3 is adopted, the Board of Directors may consider declaring a
stock dividend in the future. There can be no assurance, however, that the Board
of Directors will ever declare a stock dividend on the Company's Capital Stock.
PROPOSAL 4: APPROVAL OF THE 1996 STOCK OPTION PLAN
Subject to approval by the stockholders, the Board of Directors has adopted
the 1996 Stock Option Plan (the "Plan") pursuant to which incentive stock
options and nonqualified stock options may be granted to present and future
executives, key personnel, consultants and non-employee directors of the
Company. It is intended that the incentive stock options will be qualified as
such under the Internal Revenue Code of 1986, as amended (the "Code").
Approval of Proposal 4 requires the affirmative vote of a majority of the
shares of capital stock of the Company present and entitled to vote at the
Annual Meeting. Abstentions will be counted as present and entitled to vote and
have the effect of voting against Proposal 4. Broker non-votes will not be
counted as present and entitled to vote and have no effect on the vote on
Proposal 4.
PURPOSE
The purpose of the Plan is to allow the Company to offer present and future
executives, key personnel, consultants and non-employee directors stock based
incentives in the Company, thereby giving them a stake in the Company's growth
and prosperity and encouraging them to continue their services with the Company,
its subsidiaries or affiliated companies.
RESERVATION OF SHARES
The Plan permits the grant of options to purchase up to 300,000 shares of
capital stock of the Company. Authorized but unissued shares and treasury shares
may be made available for issuance under the Plan. In the event of corporate
changes affecting the capitalization of the Company, such as stock splits, or a
corporate transaction, such as any
18
<PAGE>
merger, consolidations, separations, including a spin-off, or other
distributions of shares of the Company, appropriate adjustments will be made in
the number and class of shares for which options may thereafter be granted under
the Plan and the option price and the number and class of shares subject to
outstanding options granted pursuant to the Plan.
ADMINISTRATION
The Plan may be administered, construed and interpreted by either the Board
of Directors of the Company, the Compensation Committee of the Board of
Directors of the Company or such other committee to whom the Board may delegate
this function. The Plan is presently administered by the Compensation Committee.
Consistent with the terms of the Plan, the Compensation Committee will select
the individuals who shall participate in the Plan, will determine the sizes,
types, terms and conditions of options granted and establish and amend the rules
and regulations for the Plan's administration.
ELIGIBILITY
Incentive stock options may be granted only to employees, including
employees who are directors and employees who reside outside the United States,
of the Company or its subsidiaries. Nonqualified stock options may be granted to
all employees of and consultants who provide services to the Company or its
subsidiaries, including non-employee directors. Options may be granted to
employees or consultants at any time and from time to time in the Committee's
sole discretion. However, no employee or consultant may receive options covering
more than 50,000 shares of the capital stock of the Company in any single fiscal
year.
OPTION PRICE AND PAYMENT OF THE OPTION PRICE
The price to be paid for shares upon the exercise of each option pursuant to
the Plan may not be less than the fair market value of such shares on the date
on which the option is granted, as determined by the Board or a committee. The
exercise price of any incentive stock option granted to a person owning more
than 10% of the total combined voting power of all classes of stock of the
Company or any of its subsidiaries must not be less than 110% of the fair market
value of the option shares on the date of grant. The fair market value of the
option shares on a given date shall be the closing sales price for shares of
stock of the Company traded on the American Stock Exchange market on such date
as reported by THE WALL STREET JOURNAL, Midwest Edition.
Upon exercise, the option price shall be paid either in cash or, if lawful
and permitted by the Committee, (a) by the exchange of a number
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<PAGE>
of previously acquired shares of the Company with a fair market value at the
time of exercise equal to the total exercise purchase price; or (b) by any other
means which the Committee, in its sole discretion, determines to be legal
consideration for the shares and to be consistent with the Plan's purposes.
The Plan also permits optionees who exercise options to elect to have the
Company withhold a portion of the option shares purchased in order to satisfy
any federal, state or local tax liability imposed on the optionee by virtue of
the exercise of the option.
PERIOD OF OPTION
Each option granted shall be effective until the termination date set forth
in the written award agreement. If no date is set forth in the award agreement,
each option granted under the Plan shall be effective for a period of ten years
from the date of grant thereof, unless the period is reduced because of death or
termination of the optionee's employment, except that any incentive stock option
granted to a person owning more than 10% of the outstanding common shares of the
Company must terminate not later than five years from the date of the grant.
EXERCISE OF OPTION
Options granted under the Plan shall be exercisable as prescribed in the
award agreement. If the award agreement does not set forth times with respect to
the exercisability of the options, then each option may be exercised up to 25%
on the first anniversary of the grant thereof, up to 50% on the second
anniversary, up to 75% on the third anniversary, and up to 100% on the fourth
anniversary of the grant. This limitation shall not be effective in the event of
the death, disability or retirement of an optionee while in the employ of the
Company or its subsidiaries. Upon termination of employment for a reason other
than death, disability, retirement, early retirement or for cause, the optionee
may exercise any nonqualified stock option or any incentive stock option within
one month of the date of termination, to the extent such optionee was otherwise
entitled to exercise such options. Upon a change of control of the Company, as
defined in the Plan, all options granted under the Plan become immediately
exercisable in full.
The Plan provides that the aggregate fair market value (determined as of the
time the option is granted) of the common shares for which incentive stock
options may be exercised for the first time by any optionee during any calendar
year may not be exceed $100,000.
20
<PAGE>
LIMITED TRANSFERABILITY OF OPTIONS
Options (other than incentive stock options) may not be transferred except
to immediate family members, a trust for the benefit of immediate family members
or a partnership of solely immediate family members so long as there is no
consideration given for the transfer, the award agreement expressly permits the
transfer and subsequent transfers are prohibited.
NON-EMPLOYEE DIRECTORS
Each non-employee director is entitled to a nonqualified stock option to
purchase 3,000 shares. Such Option shall be granted on either the effective date
of the Plan, or the date such person first becomes a non-employee director, as
the case may be. Thereafter, for so long as the non-employee director remains
such, he or she annually will be granted an option for an additional 1,000
shares, or 2,000 shares if such non-employee director shall also be serving as
Chairman of the Board. Each such option shall be granted on the date of each
Annual Meeting of Stockholders, commencing with the 1997 Annual Meeting of
Stockholders, but only if the non-employee director will continue to serve as a
director after such Annual Meeting. The Board of Directors may in its discretion
increase the number of shares subject to an initial award or annual award in
recognition of significant additional duties and responsibilities assumed by a
non-employee director in connection with his or her service as chairman of the
Board of Directors or other positions on the Board of Directors.
AMENDMENT AND TERMINATION OF THE PLAN
The Board of Directors may at any time alter, amend, suspend or terminate
the Plan, subject to any requirement of stockholder approval, under law, rule or
regulation. Unless earlier terminated by the Board of Directors, the Plan will
terminate on October 24, 2006.
FEDERAL INCOME TAX CONSEQUENCES
The Plan provides for the grant of incentive stock options and nonstatutory
stock options. The federal income tax consequences to the Company and the
optionee arising out of the grant and exercise of incentive stock options and
nonstatutory stock options and upon the subsequent sale of the shares acquired
pursuant thereto are discussed below.
An optionee will generally not be deemed to have recognized taxable income
upon grant or exercise of any incentive stock option, provided that shares
transferred in connection with the exercise are not
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<PAGE>
disposed of by the optionee until the later of one year after the date the
shares are transferred in connection with the exercise of the incentive stock
option or two years after the date of grant of such option. If the holding
periods are satisfied, upon disposal of the shares, the aggregate difference
between the per share option exercise price and the fair market value of the
common stock is recognized as income taxable at long-term capital gains rates.
No compensation deduction may be taken by the Company as a result of the grant
or exercise of incentive stock options, assuming these holding periods are met.
In the case of the exercise of a nonqualified stock option, an optionee will
be deemed to have received ordinary income upon exercise of the stock option in
an amount equal to the aggregate amount by which the per share exercise price is
exceeded by the fair market value of the common stock. In the event shares
received through the exercise of an incentive stock option are disposed of prior
to the satisfaction of the holding periods (a "disqualifying disposition"), the
exercise of the option will be treated as the exercise of a nonqualified stock
option, except that the optionee will recognize the ordinary income for the year
in which the disqualifying disposition occurs. The amount of any ordinary income
deemed to have been received by an optionee upon the exercise of a nonqualified
stock option or due to a disqualifying disposition will be a deductible expense
of the Company for tax purposes.
NEW PLAN BENEFITS
The following table provides certain information with respect to all grants
which have been made under the Plan assuming stockholder approval at the Annual
Meeting is obtained, specifying the amounts granted to Named Executive Officers
individually, all current directors who are not executive officers as a group
and all current executive officers as a group. No other grants are anticipated
at this time.
All grants of stock options made to the officers and directors of the
Company reflected in the table below have an exercise price of $23 3/8 per share
(the fair market value on the date of grant of October 23, 1996). Except for
options granted to Doran J. Unschuld which become immediately exercisable upon
approval of the Plan by the stockholders, options become exercisable in equal
annual installments of 25% each year commencing one year from the date of grant.
All options will have a term of 10 years. All options reflected in the following
table will immediately vest upon termination of employment due to death or
disability or a "change in control" of the Company. The Plan generally provides
that a change in control will be deemed to occur when a person or group of
persons acting
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<PAGE>
in concert acquires beneficial ownership of 15% or more of the outstanding
voting securities of the Company or in the event of merger or other form of
business combination, sale of assets or contested election of directors which
results in a change in control of the Company.
NEW PLAN BENEFITS
<TABLE>
<CAPTION>
OPTION AWARDS
-------------
NUMBER
NAME AND POSITION OF SHARES(1)
- ------------------------------------------- -------------
<S> <C>
Doran J. Unschuld 20,000
President, Chief Executive Officer and
Director
Ernest F. Watts 2,500
Vice President of Market Development
Stephen R. Kennedy 2,500
Vice President of Human Resources
Terence P. Roche 4,000
Executive Vice President and Director
Stephen R. Mathers 3,000
Vice President of Corporate Development
All current directors who are not executive 27,000
officers as a group (5 persons)
All current executive officers as a group 40,500
(8 persons)
All employees, including all current 26,000
officers who are not executive officers,
as a group (15 persons)
</TABLE>
- ------------------------------
(1) 206,500 stock options remain unallocated under the Plan.
THE BOARD BELIEVES THAT THE PROPOSAL TO APPROVE THE 1996 STOCK OPTION PLAN
IS IN THE BEST INTERESTS OF THE COMPANY AND RECOMMENDS A VOTE FOR APPROVAL OF
PROPOSAL 4.
PROPOSAL 5: RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Company is asking the shareholders to ratify the selection of KPMG Peat
Marwick LLP ("KPMG") as the Company's independent accountants for the fiscal
year ending November 30, 1997. The affirmative vote of a majority of the
outstanding voting shares of the Company present or represented and entitled to
vote at the Annual Meeting, is
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<PAGE>
required to ratify the selection of KPMG. Abstentions will have the effect of
voting against this Proposal 5. Broker non-votes will have no effect on the
vote.
In the event the stockholders fail to ratify the appointment, the Board of
Directors will reconsider its selection. Even if the selection is ratified, the
Board of Directors, in its discretion, may direct the appointment of a different
independent accounting firm at any time during the year if the Board of
Directors feels that such a change would be in the Company's and its
stockholders' best interests.
KPMG will be present at the Annual Meeting, will have the opportunity to
make a statement if they desire to do so, and will be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF KPMG TO SERVE AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR THE FISCAL YEAR ENDING NOVEMBER 30, 1997.
ACCOUNTANT INFORMATION
On August 23, 1996, the Company dismissed Crowe, Chizek and Company LLP
("Crowe Chizek") as its independent auditors. Effective August 24, 1996, the
Company engaged KPMG as its new independent accountants to audit the Company's
financial statements. The Audit Committee recommended and the Board of Directors
approved, effective as of August 23, 1996, the decision to change independent
accountants. Crowe Chizek reported on the Company's financial statements for the
fiscal year ended November 30, 1995. KPMG reported on the Company's financial
statements for the fiscal years ended November 30, 1996 and November 30, 1994.
The report of Crowe Chizek on the Company's financial statements for the fiscal
year ended November 30, 1995, did not contain an adverse opinion or disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles. 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 Regulation S-K Item 304(a)(1)(v)). Prior to its appointment of KPMG,
the Company 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
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<PAGE>
the Company's 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)).
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 1998 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 1998 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, 1997, 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
25
<PAGE>
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,
GUY E. SNYDER, 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, 1996 (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
DORAN J. UNSCHULD, PRESIDENT AND CHIEF EXECUTIVE OFFICER, OR GUY E. SNYDER,
SECRETARY.
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<PAGE>
PROXY BINKS MANUFACTURING COMPANY PROXY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 29, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
John J. Schornack and Doran J. Unschuld, 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 Hotel
Sofitel, 5550 North River Road, Rosemont, Illinois 60018, on April 29, 1997,
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 WITHHOLD authority
listed below to vote
(except as marked to for the nominees
1. ELECTION OF DIRECTORS the contrary below) listed below
(INSTRUCTION: To withhold authority / / / /
to vote for any individual nominee,
strike a line through the nominee's
name in the list below.)
William W. Roche Clifford J. Vaughan
Dr. Wayne F. Edwards
For Against Abstain
2. Amendment to Article First of the / / / / / /
Company's Restated Certificate of
Incorporation, as amended, to
change the name of the Company to
"Binks Sames Corporation".
For Against Abstain
3. Amendment to Article Fourth of the / / / / / /
Restated Certificate of Incorporation,
as amended, to allow the Board of
Directors of the Company to declare
stock dividends without stockholder
approval.
For Against Abstain
4. Adoption of the Company's 1996 Stock
Option Plan. / / / / / /
THIS AREA IS AVAILABLE FOR
ADDITIONAL COPY
For Against Abstain
5. Ratification of KMPG Peat Marwick LLP / / / / / /
as the Company's independent accountants
for the fiscal year ending November 30,
1997.
For Against Abstain
6. 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" THE PROPOSALS NOTED ABOVE.
Please sign your name or names on the signature lines below in the exact form
appearing hereon.
Dated ___________________________________________, 1996
_______________________________________________________
(Signature(s) of Stockholder(s))
_______________________________________________________
(Signature(s) of Stockholder(s))
