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
SEPTEMBER 18, 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
September 18, 1998 (the "Press Release") regarding unaudited financial
information for the Company's continuing operations after the sale of certain of
its assets to Illinois Tool Works Inc. ("ITW") in a transaction announced on
August 31, 1998. The information set forth in the Press Release is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated September 18, 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: October 1, 1998 By: /s/ Jeffrey Lemajeur
-------------------------- ------------------------------
Chief Financial Officer,
Vice President of Finance and
Treasurer
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INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated September 18, 1998.
4
EXHIBIT 99.1
[Letterhead of Binks Sames Corporation]
PRESS RELEASE
Contact: Wayne F. Edwards
Chairman and CEO
Binks Sames Corporation
(847) 671-3000 or
Ronald G. Bottrell
DNW Communications
(312) 467-0760
For Immediate Release
---------------------
BINKS SAMES RELEASES HISTORICAL FINANCIAL DATA
FOR CONTINUING OPERATIONS AFTER SALE TO ITW
FRANKLIN PARK, IL, September 18, 1998--Binks Sames Corporation (BIN:AMEX) today
released unaudited financial information for those business units that will not
be purchased by Illinois Tool Works (ITW:NYSE) in a transaction announced on
August 31, 1998. The financial data provided for the continuing operations on a
consolidated basis covers the fiscal years 1994-1997 and the first six months of
fiscal 1998.
Wayne F. Edwards, Chairman and interim CEO of Binks Sames, said, "We are
releasing the restated financial data in order to provide shareholders and
investors with a clearer picture of the historical financial performance of the
operating units that will comprise the Company after the ITW sale is completed.
As the data shows, the business units that will comprise the soon-to-be-renamed
Company--Sames Corporation--have been historically profitable and have provided
much of the sales growth and a significant portion of the gross margins for
Binks Sames since 1994. We will provide additional financial information, such
as balance sheet data, as it becomes available."
Arnold H. Dratt, who will become President and CEO upon completion of the ITW
transaction, returned this week from meetings in Grenoble, France, where the
largest Sames business is located. "Recent product introductions from our French
subsidiary directed toward the general industrial finishing market are
anticipated to improve our share of that market," Dratt said. "At the same time,
we will strive to maintain Sames' leadership position in the global automotive
finishing market."
"We intend to focus our efforts on growing sales and improving margins in the
core Sames product lines, while leveraging the research and development
investments of the past few years by introducing new electrostatic products for
the general industrial finishing market," Dratt added.
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Edwards said that the Federal Trade Commission granted early termination of the
applicable waiting period under federal antitrust law to the ITW transaction on
September 15, 1998 and the ITW sale is expected to close on September 30, 1998.
Edwards also noted that following the sale, the Board of Directors will continue
to work with William Blair & Company in exploring strategic options for the
Company, in order to maximize shareholder value.
Binks Sames Corporation is engaged in the design, manufacture and sale of
high-quality spray finishing and coating application equipment. The Sames
business is noted for its global leadership position in electrostatic finishing
equipment for the automotive finishing market and for the general industrial
finishing market.
# # #
(Statements regarding the future operating performance for Sames business units
constitute "forward-looking statements" within the meaning of Section 21E of the
Securities Exchange Act of 1934, 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, general economic
and market conditions, competitive factors, and the ability of the Company to
achieve sales and margin improvements with respect to the Sames businesses. No
assurance can be given that the forward-looking statements will prove to be
correct.)
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<TABLE>
<CAPTION>
BINKS SAMES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
RESTATED FOR DISCONTINUED OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
6 MONTHS
FY 1998 FY 1997 FY 1996 FY 1995 FY 1994
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net sale $ 60,933 101,137 142,345 111,830 90,121
Cost of goods sold........................................ 45,657 68,017 100,115 76,785 63,402
Gross profit............................................ 15,276 33,120 42,230 35,045 26,719
Selling, general and administrative expenses.............. 13,854 29,486 30,401 28,013 22,488
Nonrecurring costs........................................ 9,754 320 -- --
Operating income (loss)................................. (8,332) 3,314 11,829 7,032 4,231
Other expense(income):
Interest expense........................................ 313 783 1,090 899 442
Other expense (income), net............................. 390 (1,148) (9) (179)
703 (365) 1,081 720 442
Income (loss) from continuing operations before Income
taxes................................................... (9,035) 3,679 10,748 6,312 3,789
Income tax expense (benefit).............................. (3,796) 1,745 4,563 2,644 1,495
Income (loss) from continuing operations, net of tax...... (5,239) 1,934 6,185 3,668 2,294
Income (loss) from discontinued operations, net of tax.... (7,349) (42,014) (17,293) 638 1,121
Net income (loss)......................................... $(12,588) (40,080) (11,108) 4,306 3,415
Income (loss) per share-diluted
continuing operations................................... $ (1.77) 0.62 2.00 1.19 0.74
discontinued operations................................. (2.48) (13.54) (5.59) 0.21 0.36
net income (loss)....................................... $ (4.25) (12.92) (3.59) 1.39 1.11
average shares outstanding.............................. 2,964 3,102 3,092 3,089 3,089
</TABLE>
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FOOTNOTES TO BINKS SAMES CORPORATION RESTATED STATEMENTS OF OPERATIONS
1. The substantial increase in 1996 sales over 1995 sales was largely
attributable to increases in worldwide demand for large automotive
installations.
2. Six months fiscal 1998 nonrecurring costs of $9.8 million are comprised
of costs associated with the settlement of copyright infringement
litigation and related licensing arrangements.
3. Including in selling, general and administrative expenses for all periods
presented is an allocated amount reflecting Sames' share of overhead
costs related to Binks Sames Corporation's shared selling and
administrative expenses. The amounts allocated to Sames were based on the
ratio of Sames' revenues to Binks Sames Corporation's revenues. They are
not necessarily indicative of the expenses that Sames would have incurred
had it been a separate, independent company.
4. The average translation rate of the French Franc to the U.S. Dollar has
declined significantly in fiscal years 1998 and 1997 relative to 1996. If
prevailing translation rates from fiscal 1996 had remained in effect for
fiscal 1998 and 1997, total Company sales would have been higher by $8.6
million and $6.4 million respectively.
