8-K

                       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


                                 March 23, 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)




ITEM 5.           OTHER EVENTS.

         See attached press release issued by Binks Sames Corporation on 
March 17, 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 March 17, 1998.

                                       2

 

                                  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 23, 1998             By: /s/ Doran J. Unschuld
        --------------                 -----------------------------------------
                                           Doran J. Unschuld
                                           President and Chief Executive Officer


                                       3

 

                                INDEX TO EXHIBITS


Exhibit No.                Description
- -----------                -----------

    99.1                   Press Release dated March 17, 1998.


                                       4

EX-99.1

                                                                    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
- ---------------------


                    BINKS SAMES RELEASES FINAL 1997 RESULTS;
                        REACHES AGREEMENT WITH BANK GROUP

FRANKLIN PARK, IL, March 17, 1998--Binks Sames Corporation (ASE: BIN) today
announced audited results for its fiscal year ended November 30, 1997. Fiscal
1997 net sales were $237 million, compared to $297 million in fiscal 1996, a
decrease of $60 million or 20 percent. The Company recorded a net loss of $40.1
million, or $13.07 per share, compared to a net loss in fiscal 1996 of $11.1
million, or $3.60 per share. The fiscal 1997 loss is $5 million less than the
preliminary loss announced January 29, due to a reduction in the income tax
provision.

         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. William Blair & Company, L.L.C. is
serving as the Company's financial advisor.

         The Company also announced today that it reached agreement with its
bank group and senior noteholder on revised credit facilities. The new
facilities, which mature in September 1999, should provide the Company with
sufficient liquidity through the sale process. The Company agreed to grant the
bank group and its senior noteholder a security interest in substantially all of
its U.S. assets and certain other collateral and to pay amendment fees and
increased interest rate pricing in exchange for waiving all existing defaults
and providing a $7 million bridge facility in addition to the outstanding
obligations.



Binks Sames Releases Fiscal 1997 Results - page 2


         Special charges had a substantial impact on the financial results in
both fiscal years. In fiscal 1997, the Company recorded $21.1 million of special
charges ($19.8 million after tax, or $6.46 per share). The fiscal 1997 special
charges included $9.6 million of impairment and restructuring charges, $8.7
million of product related costs, including exceptional contract cost overruns
and inventory write-downs attributable to product line rationalization, and $2.8
million of warranty and dispute resolutions costs. In addition, the Company
recorded a $10 million charge to reduce the balance sheet carrying amounts of
deferred tax assets recorded in prior years. In fiscal 1996, the Company
recorded special charges totaling $18.9 million ($12.6 million after tax, or
$4.07 per share). The fiscal 1996 special charges included $9.0 million of
impairment and restructuring charges, $7.1 million to write down inventories due
to product line rationalization, and $2.8 million of warranty and dispute
resolution costs.

         Donald G. Meyer, Chairman of the Board, said the decline in net sales
occurred principally in North America, where net sales of $103 million were 26
percent, or $37 million, below last year. "In part, the decline had been
anticipated, due to fiscal 1996 rationalization measures that eliminated a large
number of slow moving items from the product line," Meyer said. "The sales
decline was also attributable to problems encountered in transferring production
to Longmont, Colorado from the Franklin Park, Illinois manufacturing facility
that was closed in February 1997."

         The Company also experienced a decline in net sales from its French
subsidiary Sames S.A., whose fiscal 1997 net sales were $56 million, a decline
of $20 million. If French franc to U.S. dollar average exchange rates had not
changed between years, fiscal 1997 net sales measured in U.S. dollars would have
been $65 million, or a decline of $11 million. The balance of the decline was
due to lower worldwide demand for large automotive installations, compared to
fiscal 1996 which was a record year for such installations.



Binks Sames Releases Fiscal 1997 Results - page 3


         Meyer, a longtime Binks Sames director who was named Chairman of the
Board last month, said that despite the disappointing fiscal 1997 results there
are some positive developments in recent months. "Our order volume picked up in
February, we are seeing improved cash flow, and the backlog situation is
improved, due to efficiencies at our Longmont, Colorado production facility,"
Meyer said.

         Binks Sames is a leading designer, manufacturer and distributor of
spray finishing and coating application equipment.

                                      # # #

         (Statements regarding the Company's liquidity and improving operations
constitute "forward-looking statements" within the meaning of 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.)



Binks Sames Releases Fiscal 1997 Results - page 4


                             BINKS SAMES CORPORATION
                         SUMMARY OF CONSOLIDATED RESULTS




                                                        3 MONTHS ENDED                       12 MONTHS ENDED
                                                        --------------                       ---------------
                                                   11-30-97          11-30-96           11-30-97          11-30-96
                                                   --------          --------           --------          --------

                                                                                                    

Net Sales................................       $ 51,934,000      $ 96,845,000      $ 236,998,000     $ 296,686,000
Net Earnings.............................       $(37,017,000)     $(12,741,000)     $ (40,080,000)    $ (11,108,000)
Net Earnings Per Share...................       $     (12.08)     $      (4.13)     $      (13.07)    $       (3.60)
Average Shares Outstanding...............          2,995,430         3,088,837          3,065,549         3,088,837