SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 1994
BARNES GROUP INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
1-4801 06-0247840
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(Commission File Number) (I.R.S. Employer Identification No.)
123 Main Street, Bristol, Connecticut 06010
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(Address of Principal Executive Offices) (Zip Code)
(203) 583-7070
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(Registrant's Telephone Number, Including Area Code)
_________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. Changes in Registrant's Certifying Accountant.
1. The Audit Committee of the Board of Directors of Barnes Group Inc. met in
the fourth quarter of 1993 to consider the selection of independent
auditors for 1994. The Audit Committee, upon the recommendation of
management, recommended to the Board of Directors that Price Waterhouse be
selected as the Company's independent auditors for 1994. At a meeting held
on December 15, 1993, the Board of Directors accepted the recommendation of
the Audit Committee and proposed that the stockholders approve the
selection of Price Waterhouse as the Company's independent auditors for
1994.
2. If the stockholders of Barnes Group Inc. approve the selection of Price
Waterhouse as the Company's independent auditors for 1994 at the Annual
Meeting of Stockholders to be held on April 6, 1994, Ernst & Young will be
dismissed as independent auditors for Barnes Group Inc. on April 6, 1994.
3. The reports of Ernst & Young dated January 26, 1993 and January 28, 1994
for the fiscal years ended December 31, 1992 and December 31, 1993
contained no adverse opinion, disclaimer of opinion, or qualification or
modification as to uncertainty, audit scope or accounting principles,
except that the reports reflected that the Company adopted effective
January 1, 1992 Financial Accounting Standards 109, 106, and 112 relating
to income taxes and certain post-retirement and post-employment benefits.
Ernst & Young agreed with the adoption of these accounting standards. With
respect to the fiscal years ended December 31, 1992 and December 31, 1993,
there were no disagreements between the Company and Ernst & Young on any
matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure which if not resolved to the
satisfaction of Ernst & Young would have caused it to make reference to the
matter in its report. No reportable event described in paragraph (a)(1)(v)
of Item 304 of Regulation S-K has occurred during the Company's fiscal
years ended December 31, 1992 and December 31, 1993.
4. The Company did not consult with Price Waterhouse during the fiscal years
ended December 31, 1992 and December 31, 1993 on any matter which was the
subject of any disagreement or any reportable event or on the application
of accounting principles to a specified transaction, either completed or
proposed.
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5. The Company has requested Ernst & Young to furnish it a letter addressed to
the Commission stating whether it agrees with the above statements. A copy
of that letter, dated March 4, 1994, is filed as Exhibit 16 to this
Form 8-K
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BARNES GROUP INC.
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(Registrant)
Date: March 4, 1994 By: John E. Besser
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Title: Senior Vice President,
Finance & Law
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[LETTER TYPED ON ERNST & YOUNG LETTERHEAD]
ERNST & YOUNG Goodwin Square Phone: 203 247 3100
225 Asylum Street
Hartford, Connecticut 06103
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
We have read Item 4 of Form 8-K dated March 4, 1994, of Barnes Group Inc.
and are in agreement with the statements contained in paragraphs 1, 2, 3
and 5 on pages 2 and 3 therein. We have no basis to agree or disagree with
paragraph 4 on page 2 therein.
[SIGNATURE]
Ernst & Young
