<PAGE>
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                   FORM 10-K

               /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended November 30, 1999

                                       or

             / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

               For the Transition Period from _______ to _______
                        Commission File Number 001-01416

                               SAMES CORPORATION
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                            (State of incorporation)

                                   36-0808480
                      (I.R.S. Employer Identification No.)

                            9201 WEST BELMONT AVENUE
                            FRANKLIN PARK, ILLINOIS
                    (Address of principal executive offices)

                                     60131
                                   (Zip Code)

                                 (847) 737-5970
              (Registrant's telephone number, including area code)

          Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
 TITLE OF EACH CLASS          NAME OF EXCHANGE ON WHICH REGISTERED
----------------------        ------------------------------------
<S>                           <C>
 CAPITAL STOCK, $1.00               AMERICAN STOCK EXCHANGE
 PAR VALUE PER SHARE                 CHICAGO STOCK EXCHANGE

    CAPITAL STOCK                   AMERICAN STOCK EXCHANGE
   PURCHASE RIGHTS                   CHICAGO STOCK EXCHANGE
</TABLE>

    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes_X_ No ____

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /

    The aggregate market value of the voting stock of the Registrant held by
non-affiliates was approximately $46,365,744 as of February 25, 2000 (based on
the closing sale price as reported by the American Stock Exchange as of such
date).

    As of February 25, 1999, the Registrant had outstanding 2,931,735 shares of
Capital Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

<TABLE>
<S>                                            <C>
Selected portions of the definitive Proxy      Incorporated into Part III
Statement for the Registrant's Annual Meeting
of Stockholders to be held on April 25, 2000.
</TABLE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                     PART I

ITEM 1.  BUSINESS

GENERAL

    Sames Corporation, a Delaware corporation incorporated on January 2, 1929 as
a successor to a business founded in 1890, and its subsidiaries (hereinafter
referred to collectively as the "Company" or "Sames") are engaged in the
manufacture and sale of electrostatic spray finishing and coating equipment. The
Company sells its products primarily to the automotive industry and general
industrial finishing and automotive refinishing markets.

    The Company serves three primary geographic markets, North and South
America, Europe and the Pacific Rim, and presently generates over 72% of its
sales outside the United States. Please see the consolidated financial
statements and notes thereto of the Company included herewith for information
regarding the consolidated results of continuing operations of the Company
attributable to certain countries in each of the Company's geographic markets.

    The Company divides its electrostatic products into two general groups:
general industrial products and automotive paint systems. General industrial
products consist of electrostatic spray guns and accessories. Automotive
products include automatic electrostatic paint application machines as well as
paint circulation equipment serving the global automotive market.

    The standard products, or non-electrostatic, business (the "Binks
Business"), which included assets of the Company and its subsidiaries, was sold
to Illinois Tool Works Inc. ("ITW") on September 30, 1998. As a result of the
sale and transfer of assets, the remaining business of the Company focuses
solely on electrostatic products for automotive and general industry
applications.

PRODUCTS

    Sames provides a complete line of liquid electrostatic and powder
application technology for the general industry and automotive markets on a
global basis. In addition, complimentary equipment to the application equipment
technology allows for providing complete paint and powder coating systems. The
complimentary equipment includes delivery and circulation systems, overhead and
side machines, reciprocators, powder spray booths and recovery systems and
control packages.

    Electrostatic technology is the process of generating an electrical charge
that causes paint or powder particles to be attracted to a grounded surface. Due
to the electrical attraction of a charged particle to a grounded product, the
transfer efficiency of the coating material can be greatly improved. The
electrical charge can be generated by a power source or through frictional
contact known as tribocharging. The tribocharging process is limited to powder
coating materials. With over 50 years of experience and expertise in
electrostatic technology, Sames is recognized as a world leader in the
development of liquid and powder application equipment.

    Sames liquid electrostatic application equipment ranges from manual
application spray guns to robot mounted spray guns and rotary atomizers to
sophisticated rotary atomizers developed specifically for the automotive
industry.

    For example, the newly developed Accuspeed System designed and manufactured
by Sames offers automotive customers a technology that enables them to
robotically spray waterborne materials at very high line speeds, and the system
allows a spraying robot to change application devices very quickly. This
technology is already well known and being used in many automotive body shops
where robots change tools with different operations. This innovation allows for
the design of very flexible automatic paint processes.

                                       1
<PAGE>
The main benefits of this technology are:

    - Higher transfer efficiency than with conventional external change systems

    - Very low paint waste during color change

    - Easier maintenance

    - Ability to quickly change applicators and atomizing devices

    - Quick return on investment due to paint savings

    Sames also continues to develop products for the growing general industry
market. Building on its success with the MIV manual liquid electrostatic spray
gun, Sames expects to shortly introduce the PIV automatic liquid electrostatic
spray gun, which is modeled after the MIV. In addition, Sames will also
introduce a general industry version of the successful PPH 607 used in the
automotive market. The PPH 308 will feature a magnetic turbine and improved
application performance.

    Sames was also the first to develop electrostatic application technology for
powder coatings. The technology has evolved within Sames to a complete range of
applicators, including electrostatic and tribocharging technology. The
application of the powder coatings can be accomplished through a manual or
automatic spray gun, powder bell or disk.

    The major remaining challenge for powder coating installations is to reduce
the length of time for a color change. Sames developed the PVV EasyColor powder
system that allows for a color change in 10 minutes, including the automatic
cleaning of the application equipment. The PVV powder booth is constructed of a
plastic and honeycomb composite to minimize powder accumulation on the booth
walls. Introduced during late 1999, the PVV is already selling at a rate of 12
systems per year.

    As Sames looks to the future, product development will continue to focus on
the demands and needs of the marketplace. This includes matching the products
developed by Sames with the new developments of industry partners. As the
marketplace looks toward new coating materials, substrates, and finishing
processes, Sames will continue to be a technology leader. As part of its
strategy to penetrate the Japanese automotive market, the Company has developed
a breakthrough product that applies waterborne and solvent-borne paint on car
bodies with a significant reduction in paint waste as colors are changed. This
product is slated for testing in the near future with a global manufacturer.

RESEARCH AND DEVELOPMENT

    The Company is continually engaged in experimental work on, including
research and development of, various coating and application systems and
technology. The Company spent approximately $3.7 million, $3.8 million and
$3.8 million during fiscal year 1999, 1998, and 1997, respectively, on
activities relating to research and development of products and services, none
of which was customer sponsored.

DISTRIBUTION AND MARKETING

    The Company believes that it is a leading, worldwide supplier of automotive
and general industry products through a combination of direct sales, agents and
distributors. Its automotive products are sold directly to car manufacturers and
first tier suppliers, as well as to integrators, which provide "turnkey" paint
shop projects to the manufacturer. Its automotive products designed for robotic
application are often sold directly to the robot manufacturer. Sames North
America, Inc. is the Company's selling and servicing presence in North America;
similar functions are performed by Sames Scandinavia AB, Sames Japan and Sames,
S.A., in Grenoble, France. The Company also maintains a direct selling presence
in England, Germany and China.

                                       2
<PAGE>
    The Company sells its general industry products both directly and through
agents and distributors in over 40 countries throughout the world. The Company
currently is in negotiations to expand its distribution network in the Americas,
as well as in Japan. The Company has entered into a strategic alliance with
JBI, L.P., a leading manufacturer of paint spray booths in North America based
in Osseo, Wisconsin, which will both manufacture the Company's powder booths and
support the marketing of general industry products to a distributor network. The
Company is in continuing discussions with a leading distributor of powder spray
products for the general industry market in Japan.

COMPETITION

    The Company believes that it is one of the largest suppliers of
electrostatic automotive paint applications systems and products (both liquid
and powder) and a significant presence in the general industry market for these
products as well. There are many other manufacturers of electrostatic
applications equipment that also engage in other lines of business, principally
Graco Incorporated, ITW, Nordson Corporation, Kremlin and Durr Behr.

EMPLOYEES

    As of November 30, 1999, the Company employed a total of approximately 393
persons in the United States, Sweden, France and Japan.

CONCENTRATION

    The amount of business conducted with particular customers varies
significantly from year to year. Sales to the automotive industry as a whole
(which includes several different manufacturers as well as different divisions
or facilities within some manufacturers) generally have accounted for between
70% and 80% of the Company's consolidated net sales in past years. No single
customer accounts for more than 10% of the Company's net sales.

BACKLOG OF ORDERS

    The Company's backlog of orders as of November 30, 1999 was approximately
$23.7 million as compared to approximately $18.8 million as of November 30,
1998. The backlog at Sames S.A., the Company's primary manufacturing and
assembly subsidiary, had almost doubled to $21.4 million as of November 30, 1999
from $11.6 million as of November 30, 1998. All of the orders in backlog as of
November 30, 1999 are expected to be filled within fiscal 2000. The volume of
backlog at any given time is subject to significant variations depending upon
the number of orders received and the degree of completion of pending industrial
equipment products which, by their nature, are completed over a period of time
pursuant to sizable contracts. The difference in backlog between November 30,
1999 and November 30, 1998 is attributable to these factors. The business of the
Company is not materially affected by seasonal factors, and the Company's
backlog is not generally a result of such factors.

MATERIALS

    The Company assembles essentially all of its products, with parts that are
manufactured by suppliers primarily located in Europe and North America. The
majority of the Company's products are component finished parts. The materials
and components purchased by the Company are readily available from a number of
suppliers in both areas.

    Under a supply agreement with ITW, the Company has the right to purchase,
until September 30, 2000, at preferential prices, certain standard products
formerly manufactured by the Binks Business, which was sold to ITW.

                                       3
<PAGE>
INTELLECTUAL PROPERTY

    The Company owns a number of patents in the United States and other
countries pertaining to electrostatic spray equipment, as well as presently
pending applications for patents in the United States and other countries. The
Company does not consider its business to be materially dependent on any single
patent or group of patents, or any pending applications for patents. The Company
has registered its "Sames" trademark in the United States. The "Sames" trademark
is registered in numerous other countries as are ten other Sames product
trademarks. The Company also has a worldwide, non-exclusive license to use
certain patents owned by Behr Systems, Inc.

ENVIRONMENTAL

    Federal, state, local and international provisions which have been enacted
or adopted regulating the discharge of materials into the environment, or
otherwise relating to the protection of the environment, have not materially
affected the Company's capital expenditures, earnings or competitive position.

ITEM 2.  PROPERTIES

    The Company's corporate headquarters are located in a leased facility
comprising 5,000 square feet in Franklin Park, Illinois. The Company also leases
its primary North American operational center, located in Livonia, Michigan.
This 45,000 square foot facility is a combined office, demonstration and
distribution center.

    The Company's non-U.S. subsidiaries own and occupy manufacturing and office
facilities aggregating approximately 98,000 square feet, and lease property for
such purposes aggregating approximately 15,000 square feet.

    The Company considers its manufacturing and physical properties to be in
good condition.

ITEM 3.  LEGAL PROCEEDINGS

    As of September 23, 1999, the Company reached agreement with ITW to resolve
its outstanding dispute relating to the purchase price adjustment associated
with the sale to ITW, effective September 30, 1998, of certain assets,
operations and subsidiaries that included specific standard or non-electrostatic
products comprising the Binks Business. Under the terms of the settlement, the
Company agreed to pay ITW approximately $6.1 million in sixteen equal quarterly
installments, without interest, of $385,458 each, which commenced on
September 30, 1999 and ends June 30, 2003.

    As part of the original sale agreement with ITW, the Company assigned and
transferred to ITW all of its accounts receivable related to the Binks Business.
The sale agreement also provided for indemnification of ITW with respect to such
accounts receivable not collected within 180 days of the date of the agreement.
The Company and ITW have resolved certain disputes which arose regarding these
receivables. As a result, the Company paid approximately $1.0 million to ITW on
September 28, 1999, and ITW transferred back to the Company accounts receivable
in the aggregate amount of approximately $3.7 million. As of November 30, 1999,
the Company had collected $560,000 of these accounts receivable. It is
anticipated that any future collections below or above the paid amount will be
either charged or credited to loss from discontinued operations.

    In October 1997, Robert Hashima, the former branch manager of Binks Japan
Limited, filed a lawsuit against the Company, claiming that he is entitled to
receive 145 million yen (approximately US$1.2 million) plus interest under his
retirement policy. The Company is responding vigorously to Mr. Hashima's claim
and in June 1998, the Company filed a counterclaim for damages in the amount of
172 million yen (approximately US$1.4 million) for various wrongdoings on the
part of Mr. Hashima. The case is pending in Tokyo, Japan.

                                       4
<PAGE>
    On February 24, 1997, Chester Baranowski, the former President of Binks
Canada, brought suit against the Company seeking US $4.55 million in damages
claiming wrongful dismissal, breach of contract and non-payment of certain
salary and employee benefits. The Company has denied all substantive allegations
and filed a counterclaim against Baranowski for breach of fiduciary duty and
conspiracy with Burke B. Roche to injure the Company on November 28, 1997. The
case went to trial in the Superior Court of Justice of Ontario at Toronto,
Canada and reasons for judgment were issued January 12, 2000. Both parties have
filed notices of appeal. After consulting with counsel, the Company has
determined that it is not possible at this time to estimate the amount of
damages, if any, that may ultimately be incurred.

    On May 28, 1999, Burke B. Roche, former Chairman and CEO of the Company,
brought suit against the Company seeking a judgment in the amount of all
payments alleged to be due him under a retirement contract, presently
approximately $277,500, and that the court direct the Company to make remaining
installment payments allegedly due. Mr. Roche claims that payments of
approximately $18,500 per month are due for at least 76 more months or until
June 2006, and payments in this amount are due for an additional 60 months
thereafter, so long as Mr. Roche is living when each such monthly payment is
due. The Company is vigorously defending these claims and has filed a
counterclaim seeking damages in an amount to be determined alleging various
breaches of fiduciary duty by Mr. Roche.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    No matters were submitted to a vote of security holders during the fourth
quarter of the Company's fiscal year ended November 30, 1999.

                       EXECUTIVE OFFICERS OF THE COMPANY

    The executive officers of the Company are listed below (1).

    ARNOLD H. DRATT, age 55, has been the President, CEO and a director of the
Company since October 1998. Mr. Dratt has served as the president of the
Dratt-Campbell Company, a management consulting firm, since he co-founded it in
1991. In such capacity, Mr. Dratt was a consultant to the Company from January
1998 until September 1998.

    TODD A. VAUGHAN, age 41, has been an officer of the Company since April,
1997. Mr. Vaughan has been employed by the Company since 1992 and is presently
Vice President of the Company and General Manager of Sames North America, Inc.
(formerly Sames Electrostatic, Inc.).

    G. BRUCE BRYAN, JR., age 44, has been Vice President since 1996. Mr. Bryan
joined the Company in 1993 as Manager of the North American Powder Systems Group
for the General Industrial Market.

    RONALD A. KOLTZ, age 50, has been Vice President -- Controller Corporate
Accounting since January 1999. Mr. Koltz was employed by the Company from
October 1972 until September 1998. He served as Controller of the Company from
September 1994 until September 1998. He briefly held the same position at ITW
Binks, which purchased certain assets from the Company, from October 1998 until
January 1, 1999, when he rejoined the Company.

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

Notes:

1.  All officers' terms expire in 2000.

                                       5
<PAGE>
                                    PART II

ITEM 5.  MARKET FOR THE COMPANY'S CAPITAL STOCK AND RELATED STOCKHOLDER MATTERS

    The Company's capital stock is traded on the American and Chicago Stock
Exchanges. The Company did not pay dividends on its capital stock during 1998 or
1999. The high and low sales prices for each quarterly period within the two
most recent fiscal years, as reported by the American Stock Exchange with
respect to the capital stock of the Company are as follows:

<TABLE>
<CAPTION>
                                                       HIGH       LOW
QUARTER ENDING                                       --------   --------
<S>                                                  <C>        <C>
February 28, 1998..................................  48 3/4     27 7/8
May 31, 1998.......................................  50         41 1/4
August 31, 1998....................................  44         24 3/8
November 30, 1998..................................  25 5/8     11 1/4
February 28, 1999..................................  18 7/8     12 7/8
May 31, 1999.......................................  19         15
August 31, 1999....................................  24 1/4     16 3/4
November 30, 1999..................................  22 3/8     14 1/2
</TABLE>

On February 25, 2000, the last reported sales price of the Company's capital
stock as reported on the American Stock Exchange was $16.00 per share. As of
February 25, 2000, there were approximately 770 holders of record of the
Company's capital stock, which is the only class of equity securities of the
Company outstanding. Harris Trust and Savings Bank, Chicago, Illinois, is the
transfer agent and registrar of the Company's capital stock.

                                       6
<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA

FIVE YEARS ENDED NOVEMBER 30, 1999 -- CONTINUING OPERATIONS
(Not covered by Independent Auditors' Report. In thousands, except per share
amounts.)

<TABLE>
<CAPTION>
                                               1999       1998       1997       1996       1995
                                             --------   --------   --------   --------   --------
<S>                                          <C>        <C>        <C>        <C>        <C>
Net sales..................................  $92,959     122,370     97,297    140,530    110,275
Cost of goods sold.........................   57,345      83,719     61,029     95,641     72,960
Selling, general and administrative
  expenses.................................   27,298      29,578     28,916     29,968     27,695
Research and development costs.............    3,686       3,760      3,793      2,978      2,558
Litigation settlement costs (a)............       --     10, 675         --         --         --
                                             -------    --------   --------   --------   --------
Operating income (loss)....................    4,630      (5,362)     3,559     11,943      7,062
Interest expense...........................      863         759        783      1,090        899
Other (income) expense.....................     (848)       (299)    (1,147)        (9)      (179)
                                             -------    --------   --------   --------   --------
Income (loss) before income taxes..........    4,615      (5,822)     3,923     10,862      6,342
Income tax expense (benefit)...............    1,475      (2,564)     1,744      4,563      2,644
                                             -------    --------   --------   --------   --------
Income (loss)--continuing operations.......  $ 3,140      (3,258)     2,179      6,299      3,698
                                             =======    ========   ========   ========   ========
Income (loss) per diluted share--continuing
  operations...............................  $  1.05       (1.10)       .70       2.04       1.20
                                             =======    ========   ========   ========   ========
Cash dividends per share...................  $    --          --        .30        .40        .50
                                             =======    ========   ========   ========   ========
Average number of shares--diluted..........    2,980       2,965      3,102      3,092      3,089
                                             =======    ========   ========   ========   ========
Total assets...............................  $77,116      80,964     94,005    183,806    194,012
                                             =======    ========   ========   ========   ========
</TABLE>

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

(a) During fiscal 1998, the Company recorded costs and expenses related to the
    settlement of patent infringement litigation, which amounted to $10.7
    million ($6.2 million, net of tax benefits).

                                       7
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

1998 SALE OF BUSINESS

    On August 31, 1998, the Company announced it had signed a definitive
agreement with Illinois Tool Works, Inc. ("ITW") to sell certain of the
Company's domestic divisions, foreign subsidiaries, and standard product lines.
On September 30, 1998, the Company completed the sale transaction.

    Under the terms of the sale, ITW purchased all assets related to the
manufacture and distribution of Binks standard products in the U.S., including a
leased manufacturing facility in Longmont, Colorado; the Poly-Craft Systems
division in Cottage Grove, Oregon; the research and development facility in
Boulder, Colorado; and certain domestic branches and warehouses. International
operations included in the sale were businesses in the U.K., Belgium, Germany,
Australia and a portion of the Canadian operation. All employees of the acquired
businesses became employees of ITW upon closing of the transaction (the "Binks
Business"). As part of the agreement, ITW assumed certain liabilities of the
acquired portion of the businesses. The above operations were classified as
discontinued operations in the Company's consolidated financial statements.

    The Company recorded a net gain on the sale of $7.7 million. No income tax
provision was recorded because operating losses of the discontinued operations
offset the taxable gain. For purposes of determining the gain on the sale and
the results of discontinued operations, the Company had estimated the amount of
the post-closing adjustment required under the sale agreement.

1999 ITW SETTLEMENT AGREEMENT

    On September 23, 1999, the Company reached agreement with ITW to resolve an
outstanding dispute relating to the purchase price adjustment associated with
the sale. Under terms of the settlement, the Company agreed to pay ITW
approximately $6.1 million in sixteen quarterly installments. The initial
payment was made on September 30, 1999 in the amount of $385,458, and the final
payment will be made on June 30, 2003. As a result of the agreement, the Company
recorded a charge of $1.2 million to discontinued operations in the third
quarter ended August 31, 1999, after discounting the settlement and considering
the pre-existing accrual. As part of the initial sale agreement with ITW, the
Company assigned and transferred to ITW all of the accounts receivable related
to the Binks Business. The sale agreement required the Company to repurchase
such accounts receivable, which were not collected within 180 days. On
September 23, 1999, the Company agreed to repurchase certain receivables for
approximately $1.0 million, which was paid on September 28, 1999. As of
November 30, 1999, the Company had collected $560,000 of such accounts
receivable. It is anticipated that any future collections below or above the
paid amount will be either charged to or credited to loss from discontinued
operations.

COMPARISON OF RESULTS OF OPERATIONS FOR THE YEAR ENDED NOVEMBER 30, 1999 WITH
  THE YEAR ENDED NOVEMBER 30, 1998

    NET SALES.  Net sales for the year ended November 30, 1999 of $93 million
decreased $29 million from $122 million for the year ended November 30, 1998.
Approximately 40% of net sales were recorded on the basis of the estimated
percentage of completion of individual contracts determined under the
cost-to-cost method. During 1999, the sales mix of Sames S.A. has been more
heavily weighted toward lower volume, higher margin standard equipment and spare
part sales. The sales volume decline, relative to the prior year, was
anticipated as the backlog and stages of completion of large automotive
installations resulted in unusually strong revenue recognition throughout 1998.
The remaining sales decline was attributable to lower sales levels in the
Company's other foreign locations and by a decrease in the value of the French
franc against the U.S. dollar.

                                       8
<PAGE>
    GROSS PROFIT.  Gross profit for the year ended November 30, 1999 of
$35.6 million decreased 8% from $38.7 million for 1998. Gross profit was 38.3%
and 31.6% of net sales for 1999 and 1998, respectively. The increase in 1999
over 1998 was due primarily to the higher margin sales in standard and spare
part sales and the impact of the Company's cost control programs and favorable
sales mix as experienced mainly at Sames S.A.

    SELLING, GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
("SG&A") expense decreased to $27.3 million for the year ended November 30, 1999
compared to $29.6 million in 1998 and represented 29.4% and 24.2% of sales,
respectively. The higher percentage in 1999 reflects primarily selling and
promotional activities as the Company expanded its sales distribution network.
General and administrative expenses declined by approximately 14%. In the second
quarter and fourth quarter of 1999, the Company recorded charges of $.4 million
and $.5 million, respectively, for severance costs. Excluding these charges, the
Company's 1999 expenses would have decreased by an additional 1%. The Company
has continued to emphasize cost controls to achieve higher profitability levels
and expects reduced expenses in proportion to revenue in future years.

    RESEARCH AND DEVELOPMENT.  Research and development ("R&D") expense for the
year ended November 30, 1999 was $3.7 million compared to $3.8 million in 1998
and represented 4% and 3% of sales, respectively, in each year. The expenses
were incurred solely at Sames S.A. and reflect the effort on the Company's part
to continually experiment and improve on various paint and powder coating
systems.

    INTEREST EXPENSE.  Interest expense was $.9 million for the year ended
November 30, 1999 compared to $.8 million for the comparable 1998 period.
Interest expense increased during the period due to increased borrowing levels.

    OTHER INCOME, NET.  Other income, net includes foreign currency exchange
gains and losses, interest income, gains on sales of fixed assets, and
miscellaneous income and expense. Other income was $.9 million in fiscal 1999
versus $.3 million in fiscal 1998. Most of the increase in other income was
attributable to foreign exchange gains recorded in 1999 for affiliated sales
transactions billed in French francs and miscellaneous income recorded by Sames
S.A.

    INCOME TAXES.  Income tax expense was $1.5 million on pretax income of
$4.6 million for the fiscal year ended November 30, 1999, compared to an income
tax benefit of $2.6 million on a pretax loss of $5.8 million in fiscal 1998.
Most of the expense was attributable to taxable income in Sames S.A.

    As a result of the factors discussed above, the Company's fiscal 1999 income
from continuing operations was $3.1 million ($1.05 per diluted share), compared
to a loss from continuing operations of $3.3 million ($1.10 per diluted share)
in fiscal 1998.

COMPARISON OF RESULTS OF CONTINUING OPERATIONS FOR THE YEAR ENDED NOVEMBER 30,
  1998 WITH THE YEAR ENDED NOVEMBER 30, 1997

    NET SALES.  The Company had net sales of $122.4 million in fiscal 1998, an
increase of $25.1 million, or 26%, from net sales of $97.3 million reported for
fiscal 1997. Sales growth would have been $28.1 million, or 29%, if prevailing
fiscal 1997 currency exchange rates had remained in effect during fiscal 1998.
Contributing to the growth in sales was a significant increase in the sale of
large automotive installations during the year by Sames S.A. and Sames North
America.

    GROSS PROFIT.  Gross profit increased to $38.7 million, up $2.4 million or
7%, compared to $36.3 million reported in fiscal 1997. This included an
unfavorable impact on gross profit of nearly $1.0 million related to changes in
currency translation rates. The overall increases in gross profit were primarily
attributable to sales growth. In fiscal 1998, the gross profit margin was 32%
compared to 37% attained in fiscal 1997. The decline in gross profit margin was
reflective of the increased contribution of higher

                                       9
<PAGE>
volume, lower margin automotive installation contract sales to the product sales
mix in fiscal 1998 as compared to fiscal 1997.

    SELLING, GENERAL AND ADMINISTRATIVE.  For fiscal 1998, SG&A expense was
$29.6 million, an increase of $.7 million or 2%, versus $28.9 million for fiscal
1997. The relatively small increase in selling, general and administrative
expenses is indicative of management's efforts to improve operating margins of
the Company.

    RESEARCH AND DEVELOPMENT.  R&D cost, primarily associated with Sames S.A.,
was $3.8 million in both fiscal 1998 and fiscal 1997.

    PATENT LITIGATION SETTLEMENT COSTS.  Patent litigation settlement costs of
$10.7 million ($6.2 million, net of tax benefits) were incurred in fiscal 1998
to resolve patent infringement litigation.

    INTEREST EXPENSE.  Interest expense was $.8 million in both fiscal 1998 and
fiscal 1997. This reflects similar average levels of borrowing and interest
rates during the fiscal year.

    OTHER INCOME, NET.  Other income, net includes interest income, foreign
currency exchange gains and losses, gains on sales of fixed assets, and
miscellaneous income and expense. Other income was $.3 million in fiscal 1998
versus $1.1 million in fiscal 1997. A majority of the decline in other income
was related to differences in foreign currency exchange gains and miscellaneous
income recorded by Sames S.A.

    INCOME TAXES.  Income tax benefit was $2.6 million on a pretax loss of
$5.8 million in fiscal 1998, compared to income tax expense of $1.7 million on
pretax income of $3.9 million in fiscal 1997.

    As a result of the factors discussed above, the Company's fiscal 1998 loss
from continuing operations was $3.3 million ($1.10 per diluted share), compared
to income from continuing operations of $2.2 million ($.70 per diluted share) in
fiscal 1997.

LIQUIDITY AND CAPITAL RESOURCES

    Cash flows from operations are the primary source of the Company's
liquidity. Short-term funds are also provided for current operations through
lines of credit and overdraft facilities. In October 1998, the Company entered
into a $10 million, prime rate, multi-year revolving line of credit agreement
with the CIT Group/Business Credit, Inc. to support the Company's operations and
growth in the North American automotive and general industry markets. Together
with other credit facilities, the Company has aggregate lines of credit and
overdraft facilities of $17.7 million. At November 30, 1999, borrowing under the
facilities were $7.0 million; unused lines of credit and overdraft facilities
were $10.7 million.

    For the years ended November 30, 1999 and November 30, 1998, cash provided
by operations was $2.1 million and cash used in operations was $2.5 million,
respectively. Cash provided by operations in 1999 primarily represents cash
generated from working capital changes plus non-cash charges for depreciation
and amortization and partially offset by changes in deferred compensation. Cash
used by operations in 1998 primarily reflects the after tax costs of
$6.2 million related to the patent infringement litigation that was settled
during the year.

    During the years ended November 30, 1999 and 1998, the Company invested
$1.4 million and $.5 million, respectively, in equipment and facilities.

    During 1999, the Company obtained additional sources of funds of
$6.0 million as a result of $6.2 million of long-term and short-term borrowings,
less principal payments on long-term debt of $.2 million.

    On September 15, 1999 the Company announced a share repurchase program
authorizing the Company to repurchase up to 150,000 shares of its outstanding
Common Stock. Through November 30, 1999, the Company repurchased a total of
18,200 shares at a cost of $.3 million.

                                       10
<PAGE>
    In the twelve months ended November 30, 1999, cash of $5.5 million was used
by discontinued operations, including $2.4 million disbursed in February 1999
under a settlement agreement with a real estate developer relating to litigation
associated with a lease cancellation for what was to be the Company's corporate
headquarters facility in Vernon Hills, IL.

    Cash flows related to financing activities in fiscal 1998 include the
payment of $66.5 million of debt using the proceeds from the ITW transaction.
Such debt had included $59.0 million outstanding at November 30, 1997 and
additional $6.5 million of debt that had been borrowed in fiscal 1998, during
the period prior to the completion of the ITW transaction.

IMPACT OF NEW ACCOUNTING STANDARDS

    In June 1999, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 137, "Accounting for
Derivative Instruments and Hedging Activities -- Deferral of the Effective Date
of FASB Statement No. 133 -- an amendment of FASB Statement No. 133". SFAS 133
establishes accounting and reporting standards requiring that every derivative
instrument (including certain derivative instruments embedded in other
contracts) be recorded in the balance sheet as either an asset or liability
measured at its fair value. SFAS 133 requires that changes in the derivative's
fair value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset related results on the hedged item in the income
statement, and requires that a company must formally document, designate, and
assess the effectiveness of transactions that receive hedge accounting. The
Company is required to comply with SFAS No. 133 in fiscal 2001. The Company
generally does not use derivative financial instruments to manage currency
exchange rate risks and no such instruments were outstanding as of November 30,
1999.

YEAR 2000 COMPLIANCE

    The Company developed a phased Year 2000 readiness plan for the current
versions of its products. The plan included development of corporate awareness,
assessment, implementation, validation testing, and contingency planning. The
Company responded to customer concerns about prior versions of its products on a
case-by-case basis.

    The Company completed all phases of the plan with respect to the current
versions of all its products. All products (software and hardware, including
micro-processors and micro-controllers) manufactured by the Company have been
verified and modified. All products sold today comply with Year 2000
requirements.

    The transition to the year 2000 was uneventful for the Company. There were
no disruptions from external forces such as utility or transportation companies
or any other related service interruptions. Vendors that are critical to the
Company's supply chain experienced no interruptions in their respective
businesses and consequently, the Company's results of operations, liquidity and
financial condition were unaffected.

    The Company's internal systems include both information technology ("IT")
and non-IT systems. Outside consultants were contracted to provide assistance
and assurances in assessing the Company's IT and non-IT systems. The Company
spent a total of approximately $250,000 in connection with Year 2000 compliance
projects. These funds are considered immaterial to the Company and were funded
from operating cash flows. The Company does not expect any future costs in
connection with the Year 2000 transition.

NEW FISCAL YEAR

    On January 31, 2000, the Board of Directors of the Company approved the
change in the Company's fiscal year from November 30 to December 31. The Company
intends to include information covering the transition period from December 1,
1999 to December 31, 1999 in its first quarterly report for its new fiscal year
on Form 10-Q for the quarter ending March 31, 2000 and for its new fiscal year
on Form 10-K for the year ending December 31, 2000.

                                       11
<PAGE>
CONVERSION TO THE EURO

    On January 1, 1999, eleven European Union member states adopted the euro as
their common national currency. From that date until January 1, 2002 (the
transition period), either the euro or a participating country's present
currency will be accepted as legal tender. Beginning on January 1, 2002,
euro-denominated bills and coins will be issued, and by July 1, 2002, only euro
currency will be used.

    The Company will evaluate the strategic, financial, legal, and systems
issues related to the various phases of transition. While the Company does not
believe the ultimate costs of conversion will be material to its results of
operations, cash flow, or financial position, efforts will be made to address
customer and business needs on a timely basis and anticipate and prevent any
complications during the transition period. There can be no assurance, however,
that all problems will be foreseen and corrected, or that no material disruption
of the Company's business will occur, nor can the Company anticipate the
competitive implications on its future pricing and marketing strategies. Any
conversion costs realized will be expensed as incurred.

EFFECT OF INFLATION

    The Company attempts to minimize the effect of inflation on earnings by
controlling its operating costs and the selling prices of its products and
services. During the past three years, the rate of inflation has not, in the
opinion of management, had a material impact on the Company's results of
operations.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

    This report contains certain statements regarding the Company's future plans
and expectations, operating performance, product development and distribution
and strategic alternatives and alliances, constitute "forward-looking
statements" within the meaning of Section 21E of the Securities exchange Act of
1934. Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, there can be no assurance that such
expectations will prove to be correct. Important factors that could cause actual
results to differ materially from the Company's expectations include, without
limitation, adverse changes in the economy or the overall market generally,
increased competition relating to the Company's products and services both
within the United States and globally, lower than expected sales of the
Company's products and services, the Company's inability to successfully
implement manufacturing and cost-reduction programs, adverse results of the
testing of the Company's products and validation programs or the failure of such
products or programs to gain wide market acceptance, the inability of the
Company to enter into or secure new or anticipated strategic alliances, the
inability of the Company to timely or completely fulfill the orders represented
in its year-end backlog, continuing losses resulting from discontinued
operations relating to the resolution and conclusion of the matters relating to
the sale of the Binks business, fluctuation in sales revenues caused in part by
currency fluctuations and translations, uncertainty relating to economic and
political conditions in the countries and international markets in which the
Company operates and competes, and changes in accounting pinciples, policies and
guidelines. Further information concerning the Company and its business
including additional factors that could materially affect the Company's
financial results, is included in the Company's filings with the Securities and
Exchange Commission.

                                       12
<PAGE>
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    A substantial portion of the Company's non-U.S. transactions is denominated
in French francs. Although Sames, S.A. is not typically subject to significant
foreign exchange transaction gains or losses, its financial statements are
translated into U.S. dollars as part of the Company's consolidated financial
reporting. Fluctuations in the French franc/U.S. dollar exchange rate therefore
will affect the Company's consolidated balance sheets and statements of
operations. At November 30, 1999, the French franc had depreciated by
approximately 14% compared to the prior year-end while the average French
franc/U.S. dollar exchange rate was approximately 3% higher in the twelve months
ended November 30, 1999 compared to the comparable 1998 period. The Company also
has operations in Japan and Sweden, where transactions are denominated in
Japanese yen and Swedish krona.

    In the twelve months ended November 30, 1999, the net change in the
cumulative foreign currency translation adjustment, which is a component of
accumulated other comprehensive income, was an unrealized loss of $1 million. An
unrealized foreign currency translation gain of $.3 million was recorded in the
twelve months ended November 30, 1998 and an unrealized foreign currency
translation loss of $3.0 million was recorded in the twelve months ended
November 30, 1997.

FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION OF FINANCIAL STATEMENTS

    Foreign currency exchange transactions have not typically resulted in
significant periodic gains or losses, although Sames North America recorded a
gain of approximately $.7 million during the twelve months ended November 30,
1999. The gain was recorded due to the combination of a relatively high
intercompany payable to Sames, S.A., denominated in French francs, and the
depreciation of the French franc, mentioned above, relative to the U.S. dollar
during the period. The Company generally does not use derivative financial
instruments to manage currency exchange risks and no such instruments were
outstanding at November 30, 1999.

QUARTERLY FLUCTUATIONS

    The Company has experienced significant quarterly fluctuations in operating
results and anticipates that those fluctuations will continue. The fluctuations
have been caused primarily by periodic changes in the components of the
Company's sale mix. In particular, the Company's sales of large automotive
installations can fluctuate substantially and they generally result in
relatively lower gross profit margins. Sales of standard products and spare
parts typically generate relatively higher gross margins. The Company therefore
believes that quarter-to-quarter comparisons of its results of operations are
not necessarily meaningful and should not be relied upon as indications of
future performance.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    See index to Financial Information on page F-1.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

    Not applicable.

                                       13
<PAGE>
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

    (a) Directors. The information required in response to this item regarding
directors of the Company will be contained in the Company's definitive Proxy
Statement (the "Proxy Statement") for its Annual Meeting of Stockholders to be
held on April 25, 2000 under the caption "Election of Directors" and is
incorporated herein by reference.

    (b) Executive Officers of the Company. The information required in response
to this item regarding executive officers of the Company is contained in Part I
of this report and is incorporated herein by reference.

    (c) Section 16(a) Compliance. The information concerning compliance with
Section 16(a) of the Exchange Act required under this item is incorporated
herein by reference to the Proxy Statement under the caption "Section 16(a)
Beneficial Ownership Reporting Compliance".

ITEM 11.  EXECUTIVE COMPENSATION

    The information required in response to this item will be contained in the
Proxy Statement under the captions "Executive Compensation" and "Information
Regarding Directors and Executive Officers" and is incorporated herein by
reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The information required in response to this item will be contained in the
Proxy Statement under the captions "Election of Directors" and "Voting
Securities" and is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The information required in response to this item will be contained in the
Proxy Statement under the caption "Election of Directors" and is incorporated
herein by reference.

                                       14
<PAGE>
                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

    (a) Documents filed as part of this report:

        1., 2.  Financial Statements and Schedules

              See Index to Financial Information on page F-1.

        3.    Exhibits

<TABLE>
<CAPTION>
                     EXHIBIT NO.                              DESCRIPTION
           ---------------------      ------------------------------------------------------------
           <S>                        <C>
           3.1                        Restated Certificate of Incorporation.(1)

           3.2                        Certificate of Amendment of Restated Certificate of
                                       Incorporation.(2)

           3.3                        Certificate of Amendment of Restated Certificate of
                                       Incorporation.(16)

           3.4                        Amended and Restated By-laws, as of October 28, 1998.(12)

           4.1                        Amended and Restated Rights Agreement, dated as of
                                       February 2, 1990 and amended and restated as of
                                       January 21, 1991, between the Company and Harris Trust and
                                       Savings Bank, as successor rights agent.(4)

           4.2                        Second Amendment to Rights Agreement dated as of August 28,
                                       1998, by and between the Company and Harris Trust and
                                       Savings Bank.(10)

           10.1(a)*                   Form of Executive Retirement Income Contracts between the
                                       Company and certain key employees.(5)

           10.1(b)*                   Form of Amendment to Executive Retirement Income Contract
                                       for Doran J. Unschuld.(1)

           10.2*                      Forms of Employment Security Agreements between the Company
                                       and certain key employees.(1)

           10.3*                      Form of Insurance Maintenance Agreement between the Company
                                       and each of its directors and officers.(1)

           10.4*                      Sames Corporation Amended and Restated 1996 Stock Option
                                       Plan.(3)

           10.5                       Form of Bonus Agreements between the Company and certain
                                       executive officers and key employees.(7)

           10.6                       Settlement Agreement and Mutual Releases dated June 11,
                                       1998, by and among the Company, Continental Partners
                                       Group, Inc. and Schiff, Hardin & Waite.(8)

           10.7                       Patent License and Settlement Agreement dated as of
                                       July 10, 1998 by and among the Company, Sames, S.A., Sames
                                       Electrostatic, Inc., Behr Systems, Inc. and Durr Systems,
                                       GmbH.(8)

           10.8*                      Consulting Agreement dated as of October 1, 1998 by and
                                       between the Company and The Dratt-Campbell Company.(9)

           10.9                       Agreement of Purchase and Sale of Assets and Stock dated
                                       August 31, 1998, by and between the Company and Illinois
                                       Tool Works Inc.(10)

           10.10                      Amendment to Agreement of Purchase and Sale of Assets and
                                       Stock dated as of September 30, 1998, by and between the
                                       Company and Illinois Tool Works Inc.(11)

           10.11                      Settlement Agreement and Mutual Release dated as of
                                       February 12, 1999 by and between the Company and CWA
                                       Investment Company, L.L.C.(12)
</TABLE>

                                       15
<PAGE>

<TABLE>
<CAPTION>
                     EXHIBIT NO.                              DESCRIPTION
           ---------------------      ------------------------------------------------------------
           <S>                        <C>
           10.12                      Financing Agreement dated as of October 21, 1998 by and
                                       between The CIT Group/Business Credit, Inc. and Sames
                                       Electrostatic, Inc.(12)

           10.13                      Guaranty Agreement dated as of October 21, 1998 by and
                                       between The CIT Group/Business Credit, Inc. and the
                                       Company.(12)

           10.14                      Stock Pledge Agreement dated February 19, 1999 by and
                                       between The CIT Group/Business Credit, Inc. and the
                                       Company.(12)

           10.15                      Letter Agreement dated February 19, 1999 by and between The
                                       CIT Group/ Business Credit, Inc. and the Company.(12)

           10.16                      First Amendment to Consulting Agreement dated as of
                                       March 30, 1999 by and between the Company and the
                                       Dratt-Campbell Company.(13)

           10.17                      Amended and Restated Product Supply Agreement between
                                       Sames, S.A., Sames North America, Inc., the Company and
                                       Fanuc Robotics North America, Inc., dated April 29,
                                       1999.(14)

           10.18                      First Amendment to Financing Agreement between The CIT
                                       Group/Business Credit, Inc. and Sames Electrostatic, Inc.,
                                       dated May 25, 1999.(14)

           10.19                      Settlement Agreement, dated September 23, 1999, by and
                                       between Illinois Tool Works Inc. and the Company.(15)

           10.20                      Assignment of Accounts Receivable, dated as of
                                       September 23, 1999, by and between Illinois Tool
                                       Works Inc. and the Company.(15)

           10.21*                     Sames Employee Stock Purchase Plan.(16)

           21.1                       List of subsidiaries.(3)

           23.1                       Consent of KPMG LLP.(3)

           27.1                       Financial Data Schedule.(3)
</TABLE>

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

*   Management contract or compensatory plan, contract or arrangement required
    to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.

 (1) Filed as an exhibit to the Company's Form 10-K for its fiscal year ended
     November 30, 1993 and incorporated herein by reference.

 (2) Filed as Exhibit 4.1 to the Company's registration statement on Form S-8
     (File no. 333-30191) and incorporated herein by reference.

 (3) Filed herewith.

 (4) Filed as an exhibit to the Company's Form 10-K for its fiscal year ended
     November 30, 1993 and incorporated herein by reference.

 (5) Filed as an exhibit to the Company's Form 10-K for its fiscal year ended
     November 30, 1995 and incorporated herein by reference.

 (6) Filed as an exhibit to the Company's registration statement on Form S-8
     (File no. 333-30191) and incorporated herein by reference.

 (7) Filed as an exhibit to the Company's Form 10-Q for the period ended
     February 28, 1998 and incorporated herein by reference.

 (8) Filed as an exhibit to the Company's Form 10-Q for the period ended
     May 31, 1998 and incorporated herein by reference.

                                       16
<PAGE>
 (9) Filed as an exhibit to the Company's Form 10-Q for the period ended
     August 31, 1998 and incorporated herein by reference.

 (10) Filed as an exhibit to the Company's Current Report on Form 8-K dated
      September 2, 1998 and incorporated herein by reference.

 (11) Filed as an exhibit to the Company's Current Report on Form 8-K dated
      September 30, 1998 and incorporated herein by reference.

 (12) Filed as an exhibit to the Company's Form 10-K for its fiscal year ended
      November 30, 1998 and incorporated herein by reference.

 (13) Filed as an exhibit to the Company's Form 10-Q for the period ended
      February 28, 1999 and incorporated herein by reference.

 (14) Filed as an exhibit to the Company's Form 10-Q for the period ended
      May 31, 1999 and incorporated herein by reference.

 (15) Filed as an exhibit to the Company's Form 10-Q for the period ended
      August 31, 1999 and incorporated herein by reference.

 (16) Filed as an exhibit to the Company's registration statement on Form S-8
      (file No. 333-92993) and incorporated herein by reference.

    (b) Reports on Form 8-K

        None.

                                       17
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

<TABLE>
<S>                                                    <C>  <C>
                                                       SAMES CORPORATION

February 28, 2000                                      By:             /s/ ARNOLD H. DRATT
                                                            -----------------------------------------
                                                                         Arnold H. Dratt
                                                              PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                      SIGNATURE                                   TITLE                    DATE
                      ---------                                   -----                    ----
<C>                                                    <S>                          <C>
                 /s/ ARNOLD H. DRATT                   President, Chief Executive   February 28, 2000
     -------------------------------------------         Officer and Director
                   Arnold H. Dratt
            (Principal Executive Officer)

                 /s/ RONALD A. KOLTZ                   Vice President--Controller   February 28, 2000
     -------------------------------------------         Corporate Accounting
                   Ronald A. Koltz
    (Principal Financial and Accounting Officer)

              /s/ DR. WAYNE F. EDWARDS                 Chairman of the Board        February 28, 2000
     -------------------------------------------
                Dr. Wayne F. Edwards

               /s/ PHILIPPE VUILLERME                  Director                     February 28, 2000
     -------------------------------------------
                 Philippe Vuillerme

               /s/ CLIFFORD J. VAUGHAN                 Director                     February 28, 2000
     -------------------------------------------
                 Clifford J. Vaughan

              /s/ LLEWELLYN SCOTT FLAIG                Director                     February 28, 2000
     -------------------------------------------
                Llewellyn Scott Flaig
</TABLE>
<PAGE>
                               SAMES CORPORATION
                         AND CONSOLIDATED SUBSIDIARIES
                         INDEX TO FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
Independent Auditors' Report................................    F-2

Financial Statements:

  Consolidated Balance Sheets, November 30, 1999 and 1998...    F-3

  Consolidated Statements of Operations, years ended
    November 30, 1999, 1998, and 1997.......................    F-5

  Consolidated Statements of Stockholders' Equity, years
    ended November 30, 1999, 1998, and 1997.................    F-6

  Consolidated Statements of Cash Flows, years ended
    November 30, 1999, 1998, and 1997.......................    F-7

  Notes to Consolidated Financial Statements................    F-8
</TABLE>

Financial Statement Schedules:

    All schedules are omitted as the required information is not applicable, or
the information is presented in the accompanying consolidated financial
statements or related notes.

                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
  and Stockholders
Sames Corporation:

    We have audited the accompanying consolidated balance sheets of Sames
Corporation (the Company) and consolidated subsidiaries as of November 30, 1999
and 1998, and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the years in the three-year period ended
November 30, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

    We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Sames
Corporation and consolidated subsidiaries as of November 30, 1999 and 1998, and
the results of their operations and their cash flows for each of the years in
the three-year period ended November 30, 1999 in conformity with generally
accepted accounting principles.

KPMG LLP

Chicago, Illinois

February 16, 2000

                                      F-2
<PAGE>
                               SAMES CORPORATION

                         AND CONSOLIDATED SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                           NOVEMBER 30, 1999 AND 1998

                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                1999       1998
                                                              --------   --------
<S>                                                           <C>        <C>
ASSETS
Current assets:
  Cash and cash equivalents.................................  $ 6,171      5,204
  Receivables, net..........................................   43,171     44,795
  Inventories...............................................   15,584     16,465
  Income taxes receivable...................................    1,523      2,502
  Deferred income taxes.....................................    2,270      2,050
  Other current assets......................................      593        675
  Net assets of discontinued operations.....................    1,301      1,569
                                                              -------    -------
        Total current assets................................   70,613     73,260
                                                              -------    -------

Other noncurrent assets:
  Intangible assets.........................................    2,358      2,442
  Deferred income taxes.....................................      138        213
  Other assets..............................................      542      1,892
                                                              -------    -------
        Total other noncurrent assets.......................    3,038      4,547
                                                              -------    -------

Property, plant, and equipment, at cost:
  Land......................................................      627        682
  Buildings.................................................    3,883      4,263
  Machinery and equipment...................................    6,428      7,752
                                                              -------    -------
                                                               10,938     12,697

  Less accumulated depreciation.............................    6,172      7,971
                                                              -------    -------
      Net property, plant, and equipment....................    4,766      4,726
                                                              -------    -------
                                                              $78,417     82,533
                                                              =======    =======
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>
                               SAMES CORPORATION

                         AND CONSOLIDATED SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                           NOVEMBER 30, 1999 AND 1998

                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                1999       1998
                                                              --------   --------
<S>                                                           <C>        <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Bank overdrafts and notes payable.........................  $ 7,032      6,014
  Current maturities of long-term debt......................    1,511        196
  Accounts payable..........................................   27,881     30,316
  Accrued expenses:
    Salaries and wages......................................    4,932      6,617
    Taxes, other than income taxes..........................      521        466
    Other...................................................    5,527      9,002
                                                              -------    -------
        Total current liabilities...........................   47,404     52,611

  Deferred compensation.....................................    6,426      7,366
  Note payable, net of discount of $964.....................    3,500         --
  Deferred income taxes.....................................       76         85
  Long-term debt, less current maturities...................    2,767      1,238
                                                              -------    -------
        Total liabilities...................................   60,173     61,300
                                                              -------    -------

Stockholders' equity:
  Capital stock, $1 par value. Authorized 12,000,000 shares;
    issued
    and outstanding 2,966,837 shares in 1999 and 2,964,837
      shares in 1998........................................    2,967      2,965
  Additional paid-in-capital................................   19,677     19,652
  Accumulated deficit.......................................   (2,069)      (300)
  Accumulated other comprehensive loss......................   (2,035)    (1,084)
                                                              -------    -------
                                                               18,540     21,233

  Treasury stock, at cost, 18,200 shares in 1999............     (296)        --
                                                              -------    -------
        Total stockholders' equity..........................   18,244     21,233
                                                              -------    -------
                                                              $78,417     82,533
                                                              =======    =======
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>
                               SAMES CORPORATION
                         AND CONSOLIDATED SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 YEARS ENDED NOVEMBER 30, 1999, 1998, AND 1997
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                1999       1998        1997
                                                              --------   ---------   ---------
<S>                                                           <C>        <C>         <C>
Net sales...................................................  $ 92,959     122,370      97,297
Cost of goods sold..........................................    57,345      83,719      61,029
                                                              --------   ---------   ---------
    Gross profit............................................    35,614      38,651      36,268
Selling, general, and administrative expenses...............    27,298      29,578      28,916
Research and development costs..............................     3,686       3,760       3,793
Patent litigation settlement costs..........................        --      10,675          --
                                                              --------   ---------   ---------
    Operating income (loss).................................     4,630      (5,362)      3,559
                                                              --------   ---------   ---------

Other expense (income):.....................................
  Interest expense..........................................       863         759         783
  Other income, net.........................................      (848)       (299)     (1,147)
                                                              --------   ---------   ---------
                                                                    15         460        (364)
                                                              --------   ---------   ---------
    Income (loss) from continuing operations before income
      taxes.................................................     4,615      (5,822)      3,923
Income tax expense (benefit)................................     1,475      (2,564)      1,744
                                                              --------   ---------   ---------
    Income (loss) from continuing operations, net of tax....     3,140      (3,258)      2,179
Loss from discontinued operations, net of tax...............    (4,909)    (10,375)    (42,259)
                                                              --------   ---------   ---------
    Net loss................................................  $ (1,769)    (13,633)    (40,080)
                                                              ========   =========   =========
Income (loss) per share--basic:
  Continuing operations.....................................  $   1.06       (1.10)       0.71
  Discontinued operations...................................     (1.66)      (3.50)     (13.78)
                                                              --------   ---------   ---------
  Net loss..................................................  $  (0.60)      (4.60)     (13.07)
                                                              ========   =========   =========
Income (loss) per share--diluted:
  Continuing operations.....................................  $   1.05       (1.10)       0.70
  Discontinued operations...................................     (1.65)      (3.50)     (13.62)
                                                              --------   ---------   ---------
  Net loss..................................................  $  (0.60)      (4.60)     (12.92)
                                                              ========   =========   =========
Average number of shares:
  Common shares outstanding.................................     2,966       2,965       3,066
  Equivalent shares on outstanding stock options............        14          --          36
                                                              --------   ---------   ---------
  Shares applicable to diluted earnings.....................     2,980       2,965       3,102
                                                              ========   =========   =========
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>
                               SAMES CORPORATION
                         AND CONSOLIDATED SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 YEARS ENDED NOVEMBER 30, 1999, 1998, AND 1997
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                       ACCUMULATED
                                             ADDITIONAL   RETAINED        OTHER        COMMON        TOTAL
                                  CAPITAL     PAID-IN     EARNINGS    COMPREHENSIVE   STOCK IN   STOCKHOLDERS'
                                   STOCK      CAPITAL     (DEFICIT)   INCOME (LOSS)   TREASURY      EQUITY
                                  --------   ----------   ---------   -------------   --------   -------------
<S>                               <C>        <C>          <C>         <C>             <C>        <C>
Balance at November 30, 1996....  $ 3,089      24,504       54,327         1,607           --        83,527
Comprehensive loss:
  Net loss......................       --          --      (40,080)           --           --       (40,080)
  Other comprehensive loss......                                          (2,988)                    (2,988)
                                                                                                   --------
Total comprehensive loss........                                                                    (43,068)
Repurchase and retirement of
  125,000 shares of capital
  stock.........................     (125)     (4,875)          --            --           --        (5,000)
Cash dividends ($.30 per
  share)........................       --          --         (914)           --           --          (914)
                                  -------      ------      -------       -------      -------      --------

Balance at November 30, 1997....    2,964      19,629       13,333        (1,381)          --        34,545
Comprehensive loss:
  Net loss......................                           (13,633)                                 (13,633)
  Other comprehensive income....                                             297                        297
                                                                                                   --------
Total comprehensive loss........                                                                    (13,336)
Stock options exercised.........        1          23           --            --           --            24
                                  -------      ------      -------       -------      -------      --------

Balance at November 30, 1998....    2,965      19,652         (300)       (1,084)          --        21,233
Comprehensive loss:
  Net loss......................                            (1,769)                                  (1,769)
  Other comprehensive loss......                                            (951)                      (951)
                                                                                                   --------
Total comprehensive loss........                                                                     (2,720)
Treasury stock purchases 18,200
  shares of capital stock.......                                                         (296)         (296)
Stock options exercised.........        2          25           --            --           --            27
                                  -------      ------      -------       -------      -------      --------
Balance at November 30, 1999....  $ 2,967      19,677       (2,069)       (2,035)        (296)       18,244
                                  =======      ======      =======       =======      =======      ========
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>
                               SAMES CORPORATION
                         AND CONSOLIDATED SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 YEARS ENDED NOVEMBER 30, 1999, 1998, AND 1997
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                1999       1998       1997
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Cash flows from operating activities:
Continuing operations:
  Income (loss) from continuing operations..................  $ 3,140     (3,258)     2,179
  Adjustments to reconcile income (loss) to net cash
    provided (used) by operating activities:
    Depreciation and amortization:..........................      991        853      1,719
    Deferred compensation, net of payments..................     (890)       122       (272)
    Deferred income taxes...................................      (49)      (575)       433
    Other, net..............................................     (136)        (5)        14
    Cash provided by (used in) changes in:
      Receivables...........................................   (3,767)     4,724       (903)
      Inventories...........................................       73      7,869      2,385
      Other current assets..................................      (26)       471      2,406
      Accounts payable......................................    5,795    (15,049)    15,152
      Accrued expenses......................................   (4,580)     1,891        338
      Income taxes..........................................    1,515        478     (2,280)
                                                              -------    -------    -------
        Net cash provided (used) by continuing operations...    2,066     (2,479)    21,171
Cash flows from investing activities:
  Purchases of property, plant, and equipment...............   (1,454)      (482)    (1,169)
  Proceeds from sale of property, plant, and equipment......       --         --         40
  Other investments and assets..............................      157         35      1,366
  Proceeds from sale of business............................       --     79,873         --
                                                              -------    -------    -------
        Net cash provided (used) by investing activities....   (1,297)    79,426        237
                                                              -------    -------    -------
Cash flows from financing activities:
  Cash dividends paid.......................................       --         --       (914)
  Proceeds from borrowings..................................    4,149      7,469     17,000
  Net increase (decrease) in short-term borrowings..........    2,039      6,141     (4,990)
  Repurchase of capital stock...............................     (296)        --     (5,000)
  Stock options exercised...................................       27         23         --
  Debt repaid with proceeds from sale of business...........       --    (66,469)        --
  Principal payments on debt................................     (185)    (4,958)   (13,863)
                                                              -------    -------    -------
        Net cash provided (used) by financing activities....    5,734    (57,794)    (7,767)
                                                              -------    -------    -------
Net cash used by discontinued operations....................   (5,501)   (19,148)   (16,543)
                                                              -------    -------    -------
Effect of exchange rate changes on cash.....................      (35)      (411)      (564)
                                                              -------    -------    -------
        Net increase (decrease) in cash and cash
          equivalents.......................................      967       (406)    (3,466)

Cash and cash equivalents at beginning of year..............    5,204      5,610      9,076
                                                              -------    -------    -------
Cash and cash equivalents at end of year....................  $ 6,171      5,204      5,610
                                                              =======    =======    =======
Supplemental cash flow disclosures--cash paid for:
    Interest................................................  $   704        382        432
    Income taxes (refunds), net.............................     (258)      (437)     3,730
                                                              =======    =======    =======
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-7
<PAGE>
                               SAMES CORPORATION

                         AND CONSOLIDATED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       NOVEMBER 30, 1999, 1998, AND 1997

(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION AND REPORT PREPARATION

     The consolidated financial statements include the accounts of the Company
     and consolidated subsidiaries in the U.S., France, Japan, and Sweden. All
     material intercompany balances and transactions have been eliminated in
     consolidation.

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make certain
     estimates and assumptions which affect reported results of operations,
     financial position, and various disclosures. Actual results could differ
     from those estimates.

     CURRENCY TRANSLATION

     The results of operations for non-U.S. subsidiaries are translated from
     local currencies into U.S. dollars using average exchange rates during each
     period; assets and liabilities are translated using exchange rates at the
     end of each period. At November 30, 1999, the French franc had depreciated
     by approximately 14% compared to the prior year-end while the average
     French franc/ U.S. dollar exchange rate was approximately 3% higher in the
     twelve months ended November 30, 1999 compared to the comparable 1998
     period. Adjustments resulting from the translation process are reported in
     a separate component of stockholders' equity, and are not included in the
     determination of the results of operations.

     CASH AND CASH EQUIVALENTS

     Cash and cash equivalents include cash on hand and amounts due from banks
     with original maturities of three months or less.

     INVENTORIES

     Inventories are stated at the lower of cost (first-in, first-out) or market
     (net realizable value).

     PROPERTY, PLANT, AND EQUIPMENT

     Depreciation of property, plant, and equipment is computed by the
     straight-line method. Estimated lives range from 25 to 40 years for
     buildings and from 4 to 12 years for machinery and equipment.

     INTANGIBLE ASSETS

     Intangible assets are comprised of goodwill and patents. Goodwill
     represents excess costs of acquired companies over the fair values of their
     net tangible assets. All intangibles are amortized by the straight line
     method, with goodwill amortized over 40 years, and patents over their
     respective useful lives.

                                      F-8
<PAGE>
                               SAMES CORPORATION

                         AND CONSOLIDATED SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       NOVEMBER 30, 1999, 1998, AND 1997

(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     IMPAIRMENT OF LONG-LIVED ASSETS

     In the event that facts and circumstances indicate that the carrying
     amounts of long-lived assets may be impaired, an evaluation of
     recoverability would be performed. If an evaluation is required, the
     estimated future undiscounted cash flows associated with the asset would be
     compared to the asset's carrying amount to determine if a writedown is
     required. If this review indicates that the assets will not be recoverable,
     the carrying value of the Company's assets would be reduced to their
     estimated market value.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     The fair value approximates the carrying value for all financial
     instruments, with the exception of long-term debt, for which the fair value
     is less than the carrying value by an amount which is immaterial to the
     consolidated financial statements.

     REVENUE RECOGNITION

     Revenues on long-term equipment production and installation contracts are
     recorded on the basis of the estimated percentage of completion of
     individual contracts determined under the cost-to-cost method. Estimated
     losses on long-term contracts are recognized in the period in which a loss
     becomes apparent. Revenue from sales of the Company's general industry and
     non-robotic automotive products are recorded at the time the goods are
     shipped and title passes. The Company provides appropriate provisions for
     uncollectible accounts and credit for returns.

     RESEARCH AND DEVELOPMENT EXPENSES

     Research and development costs are charged to expense when incurred.

     ADVERTISING EXPENSES

     Advertising costs are charged to expense when incurred. Advertising costs
     were $.8 million, $.5 million, and $.6 million in fiscal 1999, 1998, and
     1997, respectively.

     INCOME TAXES

     The asset and liability method is used in accounting for income taxes.
     Under this method, deferred tax assets and liabilities are recognized for
     operating loss and tax credit carryforwards and for the future tax
     consequences attributable to differences between the financial statement
     carrying amounts of existing assets and liabilities and their respective
     tax bases. Deferred tax assets and liabilities are measured using enacted
     tax rates expected to apply to taxable income in the years in which those
     temporary differences are expected to be recovered or settled. The effect
     on deferred tax assets and liabilities of a change in tax rates is
     recognized in the results of operations in the period that includes the
     enactment date. A valuation allowance is recorded to reduce the carrying
     amounts of deferred tax assets unless it is more likely than not that such
     assets will be realized.

                                      F-9
<PAGE>
                               SAMES CORPORATION

                         AND CONSOLIDATED SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       NOVEMBER 30, 1999, 1998, AND 1997

(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     STOCK-BASED COMPENSATION

     In 1995, the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
     Compensation." The Company has elected to continue to apply the principles
     of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
     to Employees," as discussed in note 12 to the consolidated financial
     statements.

     NET INCOME (LOSS) PER SHARE

     Basic earnings per share are based upon the weighted-average number of
     common shares outstanding. Diluted earnings per share assumes the exercise
     of all options which are dilutive, whether exercisable or not.

     IMPACT OF NEWLY ISSUED ACCOUNTING STANDARDS

     The Company adopted SFAS No. 130, "Reporting Comprehensive Income," in
     fiscal 1999. Comprehensive income is defined as "all changes in
     stockholders' equity exclusive of transactions with owners." All
     transactions representing comprehensive income during the years ended
     November 30, 1999, 1998 and 1997 are presented in the Consolidated
     Statements of Stockholders' Equity. Prior year financial statements have
     been changed to conform to the SFAS 130 requirements.

(2)    DISCONTINUED OPERATIONS

     On August 31, 1998, the Company announced it had signed a definitive
     agreement with Illinois Tool Works (ITW) to sell certain of the Company's
     domestic divisions, foreign subsidiaries, and standard products lines. On
     September 30, 1998, the Company completed the sale transaction.

     Under the terms of the sale, ITW purchased all assets related to the
     manufacture and distribution of Binks standard products in the U.S.,
     including a leased manufacturing facility in Longmont, Colorado; the
     Poly-Craft Systems division in Cottage Grove, Oregon; the research and
     development facility in Boulder, Colorado; and certain domestic branches
     and warehouses. All employees of the acquired businesses became employees
     of ITW upon closing the transaction. International operations included in
     the sale were businesses in the U.K., Belgium, Germany, Australia and a
     portion of the Canadian operation. The sale price was approximately $80
     million in cash plus ITW assumed certain liabilities of the acquired
     portion of the businesses.

     Under a separate agreement entered into in October 1998, the Company sold
     one additional business that had been part of its Binks operations. The
     sale was closed in January, 1999 and the Company has recorded no gain on
     the sale. All of the above operations have been classified as discontinued
     operations in the Company's consolidated financial statements.

     On September 23, 1999, the Company reached agreement with ITW to resolve an
     outstanding dispute relating to the purchase price adjustment associated
     with the sale. Under terms of the

                                      F-10
<PAGE>
                               SAMES CORPORATION

                         AND CONSOLIDATED SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       NOVEMBER 30, 1999, 1998, AND 1997

(2)    DISCONTINUED OPERATIONS (CONTINUED)

     settlement, the Company agreed to pay ITW approximately $6.1 million in
     sixteen quarterly installments, without interest. The initial payment was
     made on September 30, 1999 and the final payment will be made on June 30,
     2003. As a result of the agreement the Company recorded a charge of $1.2
     million to discontinued operations in the third quarter ended August 31,
     1999, after discounting the settlement and considering the pre-existing
     accrual. The settlement was discounted at prevailing market interest rates.
     There is currently $4.8 million outstanding, net of discount, as of
     November 30, 1999, of which $1.3 million is classified as short-term.

     The 1999 loss from discontinued operations, net of tax, includes primarily
     the $1.2 million sale price adjustment with ITW and other costs associated
     with the sale of the Binks business. The 1998 loss from discontinued
     operations, net of tax, includes the gain on the sale of the Binks business
     of $7.7 million.

     As part of the original sale agreement with ITW, the Company assigned and
     transferred to ITW all of the accounts receivable related to the "Binks
     Business". The agreement required the Company to repurchase such accounts
     receivable, which were not collected within 180 days. On September 23,
     1999, the Company agreed to repurchase certain receivables for
     approximately $1.0 million, which was paid on September 28, 1999. As of
     November 30, 1999, the Company had collected $560,000 of the accounts
     receivable. It is anticipated that any future collections below or above
     the paid amount will be either charged or credited to loss from
     discontinued operations.

     Not included in the sale to ITW, and representing the continuing operations
     of the Company, are: the Company's largest subsidiary, Sames, S.A. (Sames,
     France) based in Grenoble, France; Sames North America, Inc. headquartered
     in Livonia, Michigan; the North American.powder systems division and
     subsidiaries in Japan and Sweden.

     In January 1998, the Company notified the developer and landlord of a site
     in Vernon Hills, Illinois, which had been expected to serve as the
     Company's headquarters, that the Company wanted to terminate the project.
     The Company had previously entered into a 20-year lease agreement for the
     Vernon Hills site. In February 1999, the Company entered into a settlement
     agreement with the developer relating to litigation associated with the
     lease cancellation. The settlement agreement was for $2.4 million which was
     paid by the Company on February 22, 1999. The settlement is classified as a
     component of discontinued operations in the Company's fiscal 1998
     consolidated financial statements.

                                      F-11
<PAGE>
                               SAMES CORPORATION

                         AND CONSOLIDATED SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       NOVEMBER 30, 1999, 1998, AND 1997

(3)    RECEIVABLES

     Net receivables are comprised of the following at November 30 (in
     thousands):

<TABLE>
<CAPTION>
                                                              1999       1998
                                                            --------   --------
<S>                                                         <C>        <C>
Trade.....................................................  $ 36,918    44,270
Costs and estimated earnings in excess of billings on
  uncompleted contracts...................................     6,074       957
Other.....................................................     1,406     1,235
                                                            --------    ------
                                                              44,398    46,462
Less allowance for doubtful receivables...................     1,227     1,667
                                                            --------    ------
                                                            $ 43,171    44,795
                                                            ========    ======
</TABLE>

(4)    INVENTORIES

     Inventories at November 30 are summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                              1999       1998
                                                            --------   --------
<S>                                                         <C>        <C>
Finished goods and service parts..........................  $  9,930    11,288
Work in process...........................................     4,859     4,445
Raw material..............................................       795       732
                                                            --------    ------

                                                            $ 15,584    16,465
                                                            ========    ======
</TABLE>

(5)    CREDIT FACILITIES AND DEBT

     LINES OF CREDIT AND OVERDRAFT FACILITIES

     On October 21, 1998, the Company entered into a $10 million, prime rate,
     asset-based, three year revolving line of credit agreement with The CIT
     Group to support the Company's operations and continued growth in the North
     American automotive and general industrial finishing markets. Borrowings
     under the line of credit are collateralized by substantially all of the
     assets of Sames North America, as well as a pledge of its stock. The line
     of credit agreement contains, among other restrictive covenants, a covenant
     requiring the maintenance of a minimum level of net worth of Sames North
     America, which level was exceeded as of November 30, 1999.

     Together with other credit facilities, the Company has aggregate lines of
     credit and overdraft facilities of $17.7 million at November 30, 1999,
     against which the Company has overdrafts and notes payable to banks of $7.0
     million. The remaining unused lines of credit of $10.7 million are
     available to support the Company's U.S. operations ($1.0 million) and
     non-U.S. operations ($9.7 million).

                                      F-12
<PAGE>
                               SAMES CORPORATION

                         AND CONSOLIDATED SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       NOVEMBER 30, 1999, 1998, AND 1997

(5)    CREDIT FACILITIES AND DEBT (CONTINUED)

     LONG-TERM DEBT

     Consolidated long-term debt consists of the following at November 30 (in
     thousands):

<TABLE>
<CAPTION>
                                                                1999       1998
                                                              --------   --------
<S>                                                           <C>        <C>
Loans maturing at various dates through 2001
  weighted average interest rate of 5.5% in 1999
  and 2.8% in 1998..........................................   $4,278     1,424
Less current maturities.....................................    1,511       196
                                                               ------     -----
Long-term debt, less current maturities.....................   $2,767     1,238
                                                               ======     =====
</TABLE>

     The aggregate maturities of long-term debt due in fiscal years 2000, 2001,
     2002 and 2003 are $1.5 million, $1.4 million, $.9 million and $.4 million,
     respectively. No long-term debt is scheduled to mature in 2004.

(6)    INCOME TAXES

     The Company files a consolidated Federal income tax return which includes
     all U.S. subsidiaries. Federal income taxes for each U.S. subsidiary are
     computed separately and are payable to the Company.

     No provision is made for U.S. Federal income taxes which would be payable
     if undistributed earnings of non-U.S. subsidiaries were paid as dividends
     to the Company. If such earnings, which aggregate $11.5 million at
     November 30, 1999, were to be distributed, the resulting U.S. Federal
     income taxes would be largely offset by net operating loss carryforwards.

     Foreign tax credit carryforwards at November 30, 1999 totaled $1.2 million
     and expire in fiscal 2000.

     The Internal Revenue Service has completed its examination of the Company's
     Federal income tax returns through November 30, 1989.

                                      F-13
<PAGE>
                               SAMES CORPORATION

                         AND CONSOLIDATED SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       NOVEMBER 30, 1999, 1998, AND 1997

(6)    INCOME TAXES (CONTINUED)

     Income tax expense (benefit) is comprised as follows (in thousands):

<TABLE>
<CAPTION>
                                                                    STATE
                                               U.S.                  AND
                                             FEDERAL    NON-U.S.    LOCAL      TOTAL
                                             --------   --------   --------   --------
<S>                                          <C>        <C>        <C>        <C>
Fiscal 1999:
  Current..................................  $    --      1,466        58       1,524
  Deferred.................................       --        (49)       --         (19)
                                             -------    -------     -----      ------
                                             $    --      1,417        58       1,475
                                             =======    =======     =====      ======
Fiscal 1998:
  Current..................................     (351)    (1,891)      253      (1,989)
  Deferred.................................       --       (575)       --        (575)
                                             -------    -------     -----      ------
                                             $  (351)    (2,466)      253      (2,564)
                                             =======    =======     =====      ======
Fiscal 1997:
  Current..................................       --      1,205       106       1,311
  Deferred.................................      209        224        --         433
                                             -------    -------     -----      ------
                                             $   209      1,429       106       1,744
                                             =======    =======     =====      ======
</TABLE>

     Actual income tax expense differed from the amounts computed by applying
     the U.S. Federal income tax rate of 34% to pretax income (loss) as a result
     of the following (in thousands):

<TABLE>
<CAPTION>
                                                      1999       1998       1997
                                                    --------   --------   --------
<S>                                                 <C>        <C>        <C>
Computed "expected" tax expense (benefit).........  $ 1,569     (1,979)     1,334
Difference between U.S. and non-U.S. tax rates....      183       (302)       354
Nondeductible expenses............................       72         75         82
State and local income taxes, net of Federal
  income tax benefit..............................       38        168         70
Refund of prior years' Federal income taxes.......       --       (351)        --
Change in the valuation allowance for deferred tax
  assets..........................................       --         --       (929)
Foreign tax credits less than U.S. taxes on
  dividends from foreign subsidiaries.............       --         --        833
Other.............................................     (387)      (175)        --
                                                    -------    -------    -------
Income tax expense (benefit)......................  $ 1,475     (2,564)     1,744
                                                    =======    =======    =======
</TABLE>

                                      F-14
<PAGE>
                               SAMES CORPORATION

                         AND CONSOLIDATED SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       NOVEMBER 30, 1999, 1998, AND 1997

(6)    INCOME TAXES (CONTINUED)

     The tax effects of net operating loss carryforwards, foreign tax credit
     carryforwards, and temporary differences that give rise to significant
     portions of the deferred tax assets and deferred tax liabilities at
     November 30, 1999 and 1998 are presented below (in thousands):

<TABLE>
<CAPTION>
                                                              1999       1998
                                                            --------   --------
<S>                                                         <C>        <C>
Deferred tax assets attributable to:
  Deferred compensation...................................  $ 2,254      2,659
  Inventories.............................................      681        606
  Allowance for doubtful receivables......................       62         40
  Foreign tax credit carryforwards........................    1,199      2,390
  Nondeductible liabilities...............................    2,010      2,544
  Net operating loss carryforwards........................    9,952      9,753
  Other...................................................      688        590
                                                            -------    -------
      Total gross deferred tax assets.....................   16,846     18,582
  Less valuation allowance................................   14,434     16,235
                                                            -------    -------
      Total deferred tax assets...........................    2,412      2,347
                                                            -------    -------
Deferred tax liabilities attributable to:
  Plant and equipment, principally due to differences in
    depreciation..........................................      149        126
  Other...................................................       36         43
                                                            -------    -------
      Total gross deferred liabilities....................      185        169
                                                            -------    -------
      Net deferred tax assets.............................  $ 2,227      2,178
                                                            =======    =======
</TABLE>

     The net change in the total valuation allowance for the fiscal years ended
     1999, 1998, and 1997 was a decrease of $1.8 million, a decrease of
     $1.8 million, and a decrease of $.9 million, respectively. The remaining
     net deferred tax assets represent amounts that will more likely than not be
     realized. At November 30, 1999, the Company has net operating loss
     carryforwards of $26 million, which expire primarily in 2011 and 2012.

     Earnings (loss) before income taxes of non-U.S. subsidiaries were $2,549,
     $(6,358), and $4,090 for fiscal years 1999, 1998 and 1997, respectively.

                                      F-15
<PAGE>
                               SAMES CORPORATION

                         AND CONSOLIDATED SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        NOVEMBER 30, 1999, 1998 AND 1997

(7)    EMPLOYEE BENEFITS

     The Company maintains a voluntary savings plan covering all domestic
     employees. Eligible employees may elect to contribute up to 18% of their
     salaries subject to certain limitations. The Company contributes an amount
     equal to 50% of the first 3% of the employee's salary that the employee
     contributes subject to certain limitations. Additionally, the Company
     maintains deferred compensation plans for certain present and former
     officers and key employees. The deferred compensation plan benefits are
     determined by a formula which considers the employee's average salary and
     years of service with the Company. The total expense relating to these
     plans was $.6 million in 1999, $1.2 million in fiscal 1998, and $1.2
     million in fiscal 1997. Through November 30, 1998, the Company maintained a
     defined contribution profit sharing plan. The Company contributed to the
     plan the lesser of 15% of the participants' compensation, 18% of the
     Company's adjusted net income as defined in the plan, or six times the
     total of the participants' contributions made for the year. Effective as of
     December 1, 1997, the Company was no longer required to make contributions
     to the profit sharing plan. In April 1999, the Company fully paid its
     obligation due to the participants under the plan.

(8)    QUARTERLY FINANCIAL DATA (UNAUDITED AND IN THOUSANDS, EXCEPT PER SHARE
DATA)

<TABLE>
<CAPTION>
                                                         QUARTER ENDED
                                      ---------------------------------------------------
FISCAL 1999                           FEBRUARY 28     MAY 31    AUGUST 31    NOVEMBER 30
-----------                           ------------   --------   ----------   ------------
<S>                                   <C>            <C>        <C>          <C>
Net sales...........................    $17,776       22,900      24,522        27,761
                                        =======       ======      ======        ======
Gross profit........................    $ 8,094        7,867       9,074        10,579
                                        =======       ======      ======        ======
Income from continuing operations,
  net of tax........................    $   604          327         565         1,644
Loss from discontinued operations...     (1,190)        (472)     (1,710)       (1,537)
                                        -------       ------      ------        ------
Net income (loss)...................    $  (586)        (145)     (1,145)          107
                                        =======       ======      ======        ======
Weighted average shares:
  Basic EPS.........................      2,964        2,965       2,966         2,966
  Effect of stock options...........          8            9          32            12
                                        -------       ------      ------        ------
  Diluted EPS.......................      2,972        2,974       2,998         2,978
                                        =======       ======      ======        ======
Basic income (loss) per share:
  Continuing operations.............    $   .20          .11         .19           .56
  Discontinued operations...........       (.40)        (.16)       (.58)         (.52)
  Net income (loss).................    $  (.20)        (.05)       (.39)          .04
Diluted income (loss) per share:
  Continuing operations.............    $   .20          .11         .19           .55
  Discontinued operations...........       (.40)        (.16)       (.57)         (.52)
  Net income (loss).................    $  (.20)        (.05)       (.38)          .03
</TABLE>

                                      F-16
<PAGE>
                               SAMES CORPORATION

                         AND CONSOLIDATED SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        NOVEMBER 30, 1999, 1998 AND 1997

(8)    QUARTERLY FINANCIAL DATA (UNAUDITED AND IN THOUSANDS, EXCEPT PER SHARE
DATA) (CONTINUED)

<TABLE>
<CAPTION>
                                                        QUARTER ENDED
                                     ---------------------------------------------------
FISCAL 1998                          FEBRUARY 28     MAY 31    AUGUST 31    NOVEMBER 30
-----------                          ------------   --------   ----------   ------------
<S>                                  <C>            <C>        <C>          <C>
Net sales..........................    $ 31,954      28,410       25,155        36,851
                                       ========     =======      =======       =======
Gross profit.......................    $  7,723       9,505        8,912        12,511
                                       ========     =======      =======       =======
Income (loss) from continuing
  operations, net of tax...........    $     79      (4,776)         237         1,202
Loss from discontinued
  operations.......................      (3,738)     (4,153)      (1,469)       (1,015)
                                       --------     -------      -------       -------
Net income (loss)..................    $ (3,659)     (8,929)      (1,232)          187
                                       ========     =======      =======       =======
Weighted average shares:
  Basic EPS........................       2,964       2,964        2,965         2,965
  Effect of stock options..........          40          --           37            13
                                       --------     -------      -------       -------
  Diluted EPS......................       3,004       2,964        3,002         2,978
                                       ========     =======      =======       =======
Basic income (loss) per share:
  Continuing operations............    $    .03       (1.61)         .08           .40
  Discontinued operations..........       (1.26)      (1.40)        (.50)         (.34)
  Net income (loss)................    $  (1.23)      (3.01)        (.42)          .06
Diluted income (loss) per share:
  Continuing operations............    $    .03       (1.61)         .08           .40
  Discontinued operations..........       (1.24)      (1.40)        (.49)         (.34)
  Net income (loss)................    $  (1.21)      (3.01)        (.41)          .06
</TABLE>

(9)    OPERATING LEASES

     The Company occupies certain offices and uses certain equipment under
     operating lease arrangements. Rent expense under such arrangements was $1.4
     million, $1.7 million, and $1.5 million in fiscal years 1999, 1998, and
     1997, respectively.

     The future minimum rental payments required under operating leases that
     have initial or remaining noncancelable lease terms in excess of one year
     as of November 30, 1999 are $.9 million, $.8 million, $.6 million,
     $.1 million, and zero in 2000 through 2004, respectively.

     It is expected that in the normal course of business most leases that
     expire will be renewed or replaced by leases on the same or similar
     properties; thus, it is anticipated that future annual rent expense will
     not be materially less than the amount shown for 1999.

                                      F-17
<PAGE>
                               SAMES CORPORATION

                         AND CONSOLIDATED SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        NOVEMBER 30, 1999, 1998 AND 1997

(10)   CONTINGENCIES

     The Company has certain contingent liabilities resulting from litigation
     and claims incident to the ordinary course of business. Management believes
     that the probable resolution of such contingencies will not materially
     affect the financial position or results of operations of the Company.

     In October 1997, Robert Hashima, the former branch manager of Binks Japan
     Limited, filed a lawsuit against the Company, claiming that he is entitled
     to receive 145 million yen (approximately $1.2 million) plus interest under
     his retirement policy. The Company is responding vigorously to
     Mr. Hashima's claim and in June 1998, the Company filed a counterclaim for
     damages in the amount of 172 million yen (approximately $1.4 million) for
     various wrongdoings on the part of Mr. Hashima. The case is pending in
     Tokyo, Japan.

     On February 24, 1997, Chester Baranowski, the former President of Binks
     Canada, brought suit against the Company seeking US $4.55 million in
     damages claiming wrongful dismissal, breach of contract and non-payment of
     certain salary and employee benefits. The Company has denied all
     substantive allegations and filed a counterclaim against Baranowski for
     breach of fiduciary duty and conspiracy with Burke B. Roche to injure the
     Company on November 28, 1997. The case went to trial in the Superior Court
     of Justice of Ontario at Toronto, Canada and reasons for judgment were
     issued January 12, 2000. Both parties have filed notices of appeal. After
     consulting with counsel, the Company has determined that it is not possible
     at this time to estimate the amount of damages, if any, that may ultimately
     may be incurred. Accordingly, no provision has been made in the
     accompanying consolidated financial statements.

     On May 28, 1999, Burke B. Roche, former Chairman and CEO of the Company,
     brought suit against the Company seeking a judgment in the amount of all
     payments alleged to be due him under a retirement contract, presently
     approximately $277,500, and that the court direct the Company to make
     remaining installment payments allegedly due. Mr. Roche claims that
     payments of approximately $18,500 per month are due for at least 76 more
     months or until June 2006, and payments in this amount are due for an
     additional 60 months thereafter, so long as Mr. Roche is living when each
     such monthly payment is due. The Company is vigorously defending these
     claims and has filed a counterclaim seeking damages in an amount to be
     determined alleging various breaches of fiduciary duty by Mr. Roche.

     There is no probable determination regarding the outcomes of any of the
     above-described and other legal actions.

(11)   REPURCHASE AND RETIREMENT OF CAPITAL STOCK

     On September 15, 1999 the Company announced a share repurchase program
     authorizing the Company to repurchase up to 150,000 shares of its
     outstanding Common Stock. The shares will be repurchased from time to time
     in the open market as market conditions warrant. Under the terms of the
     repurchase program, the shares may be reissued to employees under the
     Company's stock option and proposed employee stock purchase plan. Through
     November 30, 1999, the Company repurchased a total of 18,200 shares at a
     cost of $.3 million.

                                      F-18
<PAGE>
                               SAMES CORPORATION

                         AND CONSOLIDATED SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       NOVEMBER 30, 1999, 1998, AND 1997

(12)   STOCK OPTION PLAN

     During fiscal 1996, the Company established a stock option plan. The plan
     provides for the granting of stock options to key employees and directors
     to purchase a maximum of 300,000 shares of the Company's capital stock. All
     options are granted at the fair market value at the date of grant and
     generally have a ten-year term and vest at the rate of 25% per year.
     Outstanding options become fully vested upon a change in control as defined
     in the plan agreement.

     Certain officers and directors of the Company were granted options to
     purchase 125,000 shares at exercise prices ranging from $12.13 to $17.25
     per share. These options became fully vested on September 28, 1998, the
     date of grant. These options were granted under the authority of the Board
     of Directors of the Company apart from the Company's 1996 stock option
     plan.

     Changes in options outstanding are summarized as follows:

<TABLE>
<CAPTION>
                                                                           WEIGHTED-
                                                    RANGE OF EXERCISE       AVERAGE
                                         OPTIONS         PRICES         EXERCISE PRICES
                                         --------   -----------------   ---------------
<S>                                      <C>        <C>                 <C>
Granted - fiscal 1996..................   93,500    $23.375             $23.375
                                         -------
Balance, November 30, 1996.............   93,500    23.375              23.375
Granted - fiscal 1997..................   32,550    40.375-43.00        42.52
Forfeited - fiscal 1997................   (4,000)   23.375              23.375
                                         -------
Balance, November 30, 1997.............  122,050    23.375-43.00        28.47
Granted - fiscal 1998..................  155,100    12.125-45.25        17.70
Exercised - fiscal 1998................   (1,000)   23.375              23.375
Forfeited - fiscal 1998................  (46,050)   23.375-45.25        32.63
                                         -------
Balance, November 30, 1998.............  230,100    12.125-44.625       20.40
Granted - fiscal 1999..................   35,500    14.875-18.125       17.40
Exercised - fiscal 1999................   (2,000)   12.125-14.875       13.50
Forfeited - fiscal 1999................  (24,700)   12.125-43.00        22.44
                                         -------
Balance, November 30, 1999.............  238,900    12.125-44.625       19.80
                                         =======
</TABLE>

     Of the options outstanding at November 30, 1999, options on 204,075 shares
     were exercisable at a weighted average price of $19.94 per share. At
     November 30, 1998, options on 204,500 shares were exercisable at a weighted
     average price of $19.54 per share. At November 30, 1999, there were

                                      F-19
<PAGE>
                               SAMES CORPORATION

                         AND CONSOLIDATED SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       NOVEMBER 30, 1999, 1998, AND 1997

(12)   STOCK OPTION PLAN (CONTINUED)

     184,100 shares available for future grants under the 1996 Plan. The
     following table summarizes information regarding stock options outstanding
     and exercisable at November 30, 1999:

<TABLE>
<CAPTION>
                          OPTIONS OUTSTANDING                                  OPTIONS EXERCISABLE
-----------------------------------------------------------------------   -----------------------------
                                     WEIGHTED AVERAGE      WEIGHTED                        WEIGHTED
      RANGE OF           OPTIONS      REMAINING LIFE        AVERAGE         OPTIONS         AVERAGE
   EXERCISE PRICES     OUTSTANDING      (IN YEARS)      EXERCISE PRICES   EXERCISABLE   EXERCISE PRICES
---------------------  -----------   ----------------   ---------------   -----------   ---------------
<S>                    <C>           <C>                <C>               <C>           <C>
    $12.13-23.38         225,000           9.0               $18.39         191,125          $18.40
    $40.38-44.63          13,900           7.9                42.57          12,950           42.54
                         -------           ---               ------         -------          ------
    Total options        238,900           8.7                19.80         204,075           19.94
                         =======           ===               ======         =======          ======
</TABLE>

     Using the Black-Scholes model and the following assumptions, the estimated
     weighted average fair value of options granted in fiscal 1999, 1998, and
     1997 were $7.42, $8.85 and $13.15, respectively.

<TABLE>
<CAPTION>
                                                                1998           1998
                                                              --------       --------
<S>                                                           <C>            <C>
      Risk-free interest rate...............................     5.4%          5.7%
      Expected dividend yield...............................     0.0%          0.0%
      Expected volatility...................................    41.9%         57.4%
      Estimated lives of options (in years).................     5.0            5.0
                                                                ====           ====
</TABLE>

     The Company has adopted the disclosure provisions of SFAS No. 123.
     Accordingly, no compensation expense has been recognized for the stock
     option activity. Had compensation expense for the Company's stock option
     activity been calculated under the provisions of SFAS No. 123, the
     Company's income from continuing operations would have decreased and net
     loss for fiscal 1999 would have increased by $1.4 million, respectively.
     The net income per diluted share for continuing operations would have
     decreased and the net loss per diluted share would have increased by $0.46
     per share, respectively. The Company's loss from continuing operations and
     net loss for fiscal 1998 would have increased by $1.2 million ($0.40 per
     share). During the phase-in period of SFAS No. 123, the estimation of
     compensation costs reflects only a partial vesting of options. In future
     years, the estimated pro forma compensation costs may be higher depending
     upon, among other factors, the number of options granted.

(13)   STOCKHOLDER RIGHTS PLAN

     On February 2, 1990, the Company declared a dividend distribution of one
     Right for each outstanding share of Capital Stock of the Company to the
     stockholders of record on February 13, 1990. Certain terms of the Rights
     were amended on January 21, 1991. Each Right, when exercisable, entitled
     the registered holder to purchase the Company's Capital Stock at below
     market price. It is not the Company's intention to renew the Stockholder
     Rights Plan, as amended, which expired on the close of business on February
     2, 2000.

                                      F-20
<PAGE>
                                SAMES CORPORATON

                         AND CONSOLIDATED SUBSIDIARIEIS

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       NOVEMBER 30, 1999, 1998, AND 1997

(14)   PATENT LITIGATION SETTLEMENT COSTS

     During fiscal 1998, the Company recorded specific costs and expenses that
     were not directly related to the normal course of business of the
     continuing operations of the Company. These costs and expenses related to
     the settlement of a patent infringement lawsuit and associated litigation
     expenses. Total costs were $10.7 million ($6.2 million, net of income tax
     benefits).

(15)   SEGMENT AND GEOGRAPHIC INFORMATION

     The Company operates in one segment, the manufacture and distribution of
     electrostatic spray finishing and coating application equipment. The
     Company's products are sold to customers in North America, South America,
     Europe, Asia, Africa, and Australia. U.S. exports to third-party customers
     are less than 10% of U.S. sales. No single customer accounts for more than
     10% of the Company's net sales.

     The table below presents the Company's consolidated continuing operations
     by country: United States; France; and Japan. Sales are presented by
     originating area. Interarea transfers comprise transactions among the
     Company and its subsidiaries in different geographic areas; these transfers
     are eliminated in consolidation.

<TABLE>
<CAPTION>
                                                      1999       1998       1997
                                                    --------   --------   --------
<S>                                                 <C>        <C>        <C>
Sales to unaffiliated customers (includes
  exports):
  United States...................................  $25,883     33,718     25,238
  France..........................................   62,395     81,810     66,114
  Japan...........................................    4,681      6,843      5,944

Interarea transfers from:
  United States...................................       --        118         43
  France..........................................   12,921     16,099      8,075
  Eliminations....................................  (12,921)   (16,218)    (8,117)
                                                    -------    -------     ------
    Total.........................................  $92,959    122,370     97,297
                                                    =======    =======     ======
Operating income (loss) including nonrecurring
  charges:
  United States...................................  $   123        (10)       (72)
  France..........................................    5,268     (4,261)     3,389
  Japan...........................................     (761)    (1,091)       242
                                                    -------    -------     ------
    Total.........................................  $ 4,630     (5,362)     3,559
                                                    =======    =======     ======
Identifiable assets of continuing operations at
  November 30:
  United States...................................  $24,630     30,833     26,918
  France..........................................   47,633     45,490     62,586
  Japan...........................................    4,853      4,641      4,501
                                                    -------    -------     ------
    Total.........................................  $77,116     80,964     94,005
                                                    =======    =======     ======
</TABLE>

                                      F-21
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
          EXHIBIT NO.                              DESCRIPTION
---------------------      ------------------------------------------------------------
<S>                        <C>
3.1                        Restated Certificate of Incorporation.(1)

3.2                        Certificate of Amendment of Restated Certificate of
                            Incorporation.(2)

3.3                        Certificate of Amendment of Restated Certificate of
                            Incorporation.(16)

3.4                        Amended and Restated By-laws, as of October 28, 1998.(12)

4.1                        Amended and Restated Rights Agreement, dated as of
                            February 2, 1990 and amended and restated as of
                            January 21, 1991, between the Company and Harris Trust and
                            Savings Bank, as successor rights agent.(4)

4.2                        Second Amendment to Rights Agreement dated as of August 28,
                            1998, by and between the Company and Harris Trust and
                            Savings Bank.(10)

10.1(a)*                   Form of Executive Retirement Income Contracts between the
                            Company and certain key employees.(5)

10.1(b)*                   Form of Amendment to Executive Retirement Income Contract
                            for Doran J. Unschuld.(1)

10.2*                      Forms of Employment Security Agreements between the Company
                            and certain key employees.(1)

10.3*                      Form of Insurance Maintenance Agreement between the Company
                            and each of its directors and officers.(1)

10.4*                      Sames Corporation Amended and Restated 1996 Stock Option
                            Plan.(3)

10.5                       Form of Bonus Agreements between the Company and certain
                            executive officers and key employees.(7)

10.6                       Settlement Agreement and Mutual Releases dated June 11,
                            1998, by and among the Company, Continental Partners
                            Group, Inc. and Schiff, Hardin & Waite.(8)

10.7                       Patent License and Settlement Agreement dated as of
                            July 10, 1998 by and among the Company, Sames, S.A., Sames
                            Electrostatic, Inc., Behr Systems, Inc. and Durr Systems,
                            GmbH.(8)

10.8*                      Consulting Agreement dated as of October 1, 1998 by and
                            between the Company and The Dratt-Campbell Company.(9)

10.9                       Agreement of Purchase and Sale of Assets and Stock dated
                            August 31, 1998, by and between the Company and Illinois
                            Tool Works Inc.(10)

10.10                      Amendment to Agreement of Purchase and Sale of Assets and
                            Stock dated as of September 30, 1998, by and between the
                            Company and Illinois Tool Works Inc.(11)

10.11                      Settlement Agreement and Mutual Release dated as of
                            February 12, 1999 by and between the Company and CWA
                            Investment Company, L.L.C.(12)

10.12                      Financing Agreement dated as of October 21, 1998 by and
                            between The CIT Group/ Business Credit, Inc. and Sames
                            Electrostatic, Inc.(12)

10.13                      Guaranty Agreement dated as of October 21, 1998 by and
                            between The CIT Group/ Business Credit, Inc. and the
                            Company.(12)

10.14                      Stock Pledge Agreement dated February 19, 1999 by and
                            between The CIT Group/ Business Credit, Inc. and the
                            Company.(12)

10.15                      Letter Agreement dated February 19, 1999 by and between The
                            CIT Group/Business Credit, Inc. and the Company.(12)

10.16                      First Amendment to Consulting Agreement dated as of
                            March 30, 1999 by and between the Company and the
                            Dratt-Campbell Company.(13)

10.17                      Amended and Restated Product Supply Agreement between
                            Sames, S.A., Sames North America, Inc., the Company and
                            Fanuc Robotics North America, Inc., dated April 29,
                            1999.(14)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
          EXHIBIT NO.                              DESCRIPTION
---------------------      ------------------------------------------------------------
<S>                        <C>
10.18                      First Amendment to Financing Agreement between The CIT
                            Group/Business Credit, Inc. and Sames
                            Electrostatic, Inc., dated May 25, 1999.(14)

10.19                      Settlement Agreement, dated September 23, 1999, by and
                            between Illinois Tool Works Inc. and the Company.(15)

10.20                      Assignment of Accounts Receivable, dated as of
                            September 23, 1999, by and between Illinois Tool
                            Works Inc. and the Company.(15)

10.21*                     Sames Employee Stock Purchase Plan.(16)

21.1                       List of subsidiaries.(3)

23.1                       Consent of KPMG LLP.(3)

27.1                       Financial Data Schedule.(3)
</TABLE>

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

*   Management contract or compensatory plan, contract or arrangement required
    to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.

 (1) Filed as an exhibit to the Company's Form 10-K for its fiscal year ended
     November 30, 1993 and incorporated herein by reference.

 (2) Filed as Exhibit 4.1 to the Company's registration statement on Form S-8
     (File no. 333-30191) and incorporated herein by reference.

 (3) Filed herewith.

 (4) Filed as an exhibit to the Company's Form 10-K for its fiscal year ended
     November 30, 1993 and incorporated herein by reference.

 (5) Filed as an exhibit to the Company's Form 10-K for its fiscal year ended
     November 30, 1995 and incorporated herein by reference.

 (6) Filed as an exhibit to the Company's registration statement on Form S-8
     (File no. 333-30191) and incorporated herein by reference.

 (7) Filed as an exhibit to the Company's Form 10-Q for the period ended
     February 28, 1998 and incorporated herein by reference.

 (8) Filed as an exhibit to the Company's Form 10-Q for the period ended
     May 31, 1998 and incorporated herein by reference.

 (9) Filed as an exhibit to the Company's Form 10-Q for the period ended
     August 31, 1998 and incorporated herein by reference.

 (10) Filed as an exhibit to the Company's Current Report on Form 8-K dated
      September 2, 1998 and incorporated herein by reference.

 (11) Filed as an exhibit to the Company's Current Report on Form 8-K dated
      September 30, 1998 and incorporated herein by reference.

 (12) Filed as an exhibit to the Company's Form 10-K for its fiscal year ended
      November 30, 1998 and incorporated herein by reference.

 (13) Filed as an exhibit to the Company's Form 10-Q for the period ended
      February 28, 1999 and incorporated herein by reference.

 (14) Filed as an exhibit to the Company's Form 10-Q for the period ended
      May 31, 1999 and incorporated herein by reference.

 (15) Filed as an exhibit to the Company's Form 10-Q for the period ended
      August 31, 1999 and incorporated herein by reference.

 (16) Filed as an exhibit to the Company's registration statement on Form S-8
      (file No. 333-92993) and incorporated herein by reference.