SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 26, 1998
Date of report (Date of earliest event reported)
BINKS SAMES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-1416 36-0808480
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
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)
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ITEM 5. OTHER EVENTS.
See attached press release issued by Binks Sames Corporation on
March 26, 1998 (the "Press Release"). The information set forth in the Press
Release is incorporated herein by reference. The Press Release includes "safe
harbor" language, pursuant to the Private Securities Litigation Reform Act of
1995, indicating that certain statements about the Registrant's business
contained in the Press Release are "forward-looking" rather than "historical."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
Exhibit No. Description
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99.1 Press Release dated March 26, 1998.
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SIGNATURES
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 SAMES CORPORATION
(Registrant)
Date: March 26, 1998 By: /s/ Doran J. Unschuld
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Doran J. Unschuld
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated March 26, 1998.
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EXHIBIT 99.1
Contact: Dr. Donald G. Meyer
Chairman of the Board
Binks Sames Corporation
(847) 671-3000 or
Ronald G. Bottrell
DNW Communications
(312) 467-0760
FOR IMMEDIATE RELEASE
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BINKS SAMES CHAIRMAN DONALD G. MEYER
WILL ADD PRESIDENT AND CEO RESPONSIBILITIES
FRANKLIN PARK, IL, March 26, 1998 - Binks Sames Corporation (ASE:BIN) announced
today that Dr. Donald G. Meyer, Chairman of the Board, will assume the
additional responsibilities of President and Chief Executive Officer upon the
retirement in late April 1998 of current President and Chief Executive Officer
Doran J. Unschuld. Mr. Unschuld's pending retirement and Dr. Meyer's election to
succeed retired chairman John J. Schornack, 67, were announced on February 13,
1998.
Dr. Meyer, 63, a director of the Company since 1996 and previously from
1990 to 1995, is the former Dean of Loyola University of Chicago's School of
Business Administration. He was a professor of marketing at Loyola for more than
35 years.
Doran Unschuld, 74, who joined the Company in 1952, has served as
President and Chief Executive Officer since 1996 and as a director since 1982.
Previous positions include Senior Vice President from 1995 to 1996, Vice
President from 1971 to 1995 and Secretary from 1965 to 1996.
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Binks Sames/2
Reporting to Meyer, effective April 28, will be Terence P. Roche, 39,
Executive Vice President; Stephen R. Mathers, 48, President of Binks Sames
(France), S.A. and Sames Electrostatic Inc.; and Jeffrey W. Lemajeur, 36, Vice
President-Finance, Chief Financial Officer and Treasurer.
"As CEO, my primary focus will be to guide the process that leads to a
successful sale of the Company, in order to maximize the value of the business,"
Meyer said. As a result of successive years of losses and the related impact on
the Company's financial condition, the Board of Directors announced on February
13 its decision to seek a sale of the Company, with William Blair & Company,
L.L.C. serving as its financial advisor.
"At the same time we are looking forward to improving operating results
and returning the Company to profitability," Meyer said. "After two difficult
years, we are seeing some positive improvements in sales volume, cash flow and
our order backlog situation."
Binks Sames is a leading designer, manufacturer and distributor of
spray finishing and coating application equipment.
# # #
(Statements regarding the Company's improving operations constitute
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and are subject to the safe harbor created
thereby. Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations reflected in such forward-looking statements will prove to be
correct. Important factors that could cause actual results to differ materially
from the Company's expectations include, without limitation, the Company's
actual cash flow from operations, order volume and backlog reduction. No
assurance can be given that the forward-looking statements will prove to be
accurate.)
