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
February 13, 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
February 13, 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
- ----------- -----------
99.1 Press Release dated February 13, 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: February 13, 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 February 13, 1998.
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Exhibit 99.1
Contacts: Ron Bottrell or Doug Dome
DNW Communications for
Binks Sames
312/467-0760
FOR IMMEDIATE RELEASE
BINKS SAMES TO PURSUE SALE OF THE COMPANY
FRANKLIN PARK, IL, February 13, 1998--Binks Sames Corporation (Amex: BIN) today
announced that it has instructed its investment banker, William Blair & Company,
L.L.C., to pursue a sale of the Company. The Board of Directors believes that
pursuing a sale is the Company's best available alternative to maximize the
value of the business.
The Company also announced John J. Schornack, 67, resigned and retired from
his position as a Director and Chairman of the Board of Directors of the
Company.
Dr. Donald G. Meyer, 63, a director of the Company since 1996 and
previously from 1990 to 1995, has been elected Chairman of the Board to succeed
Mr. Schornack. Dr. Meyer is the former Dean of Loyola University of Chicago's
School of Business Administration and was a Professor of Marketing at Loyola for
more than 35 years.
Doran J. Unschuld, 74, the Company's President and Chief Executive Officer
since 1996 and an employee of the Company since 1952, has announced that he will
retire as President and Chief Executive Officer at the Company's annual meeting
in April 1998.
The Company also announced that it has completed an interim financing
arrangement and is continuing cooperative and productive negotiations with its
lenders on a multiyear credit facility.
The Company announced continuing improvements in its Longmont, Colorado
production facility. Production levels for the month of January, 1998 were 15%
higher than production levels during its fourth quarter ended November 30, 1997.
Production shortfalls began in the second quarter of 1997, coinciding with
production being shifted to Longmont from Franklin Park, Illinois which severely
impacted sales and earnings.
As a result of production improvements at Longmont, sales order backlogs
for standard products have declined 31% from a peak at August 1, 1997--a trend
which the Company expects to continue. Compared to the same period a year ago,
year-to-date standard product orders
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Binks Sames/2
through January 1998 were up 3% reversing the 7.5% decline experienced during
the fourth quarter ended November 30, 1997.
The Company in the last six months has introduced new products in liquid
electrostatic, powder coating equipment, HVLP spray guns, an expanded line of
spray booths, and new electronic metering systems, all of which the Company
believes are being favorably received in the marketplace.
Binks Sames is a leading world designer, manufacturer and distributor of
spray finishing and coating application equipment. Background information on the
Company and its products may be obtained on the corporate website:
http://www.binkssames.com
# # #
(Statements regarding pursuing a sale of the Company, the restructuring of its
credit facilities, the resignation and/or retirement of certain personnel and
the Company's sales and 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 will prove to be correct.
Important factors that could cause actual results to differ materially from the
Company's expectations include, without limitation, documenting and finalizing
the restructured credit facilities, the actual production levels at Longmont and
the continuation of January sales order increases in 1998. No assurance can be
given that the forward looking statements will prove to be accurate.)
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