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: December 10, 1996
BARNES GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-4801 06-0247840
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
123 Main St., Bristol, Connecticut 06011-0489
(Address of principal executive offices) (Zip Code)
(860) 583-7070
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
On December 10, 1996, the Board of Directors of
Barnes Group Inc. (the "Company") approved the adoption of a
new shareholder rights plan. The Company adopted a rights
plan in 1986, which expired earlier this year. The new plan,
like the one that expired, is intended to promote continuity
and stability, deter coercive or partial offers which will
not provide fair value to all shareholders, and enhance the
Board's ability to represent all shareholders and thereby
maximize shareholder values.
Pursuant to the Rights Agreement entered into
between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (the "New Rights Agreement"), one
right ("Right") will be issued for each share of common
stock, par value $1.00 per share, of the Company outstanding
as of the close of business on December 23, 1996. Each of
the new Rights will entitle the registered holder to purchase
from the Company one one-hundredth of a share of Series A
Junior Participating Preferred Stock, par value $1.00 per
share, at a price of $200 per one one-hundredth of a share.
The Rights generally will not become exercisable unless and
until, among other things, any person acquires beneficial
ownership of 35% or more of the outstanding stock. The new
Rights are generally redeemable at $.01 per Right at any time
until 10 days following a public announcement that a 35% or
greater position in the Company's common stock has been
acquired and will expire, unless earlier redeemed or
exchanged, on December 23, 2006.
A description of the new Rights is set forth in
Exhibit B to the New Rights Agreement, a copy of which is
filed herewith and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
4 Rights Agreement, dated as of December
10, 1996, between Barnes Group Inc. and
ChaseMellon Shareholder Services L.L.C.,
which includes as Exhibit A thereto, the
Form of Rights Certificate (incorporated
by reference to the Registrants' Form 8-A
dated December 20, 1996).
99 Press Release issued on December 10,
1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
BARNES GROUP INC.
(Registrant)
BY: /s/ Mary Louise Beardsley
Mary Louise Beardsley
Associate General Counsel
and Secretary
Dated: December 20, 1996
INDEX TO EXHIBITS
Exhibit No. Description Page
4 Rights Agreement, dated as of
December 10, 1996, between Barnes
Group Inc. and ChaseMellon
Shareholder Services L.L.C., which
includes as Exhibit A thereto, the
Form of Rights Certificate
(incorporated by reference to the
Registrant's Form 8-A dated
December 20, 1996).
99 Press Release issued on December
10, 1996
FOR IMMEDIATE RELEASE
12-10-96 Contact:
D.P. Hamilton
or
J.F. Sand, Jr.
(860) 583-7070
BARNES GROUP ADOPTS STOCKHOLDER RIGHTS PLAN
BRISTOL, Connecticut, December 10 -- Barnes
Group Inc. announced today that its Board of Directors
adopted a Stockholder Rights Plan to protect the company
and its stockholders from coercive takover tactics.
Thomas O. Barnes, chairman of the board, said the
Rights plan is designed to deter such tactics, including
the accumulation of shares in the open market or through
private transactions and to prevent an acquiror from
gaining control of the Company without offering a fair
price to all of the Company's stockholders. The
Company's original Rights plan expired earlier this year.
"Essentially, we want to continue to protect
the ability of the Board and the stockholders to
determine the destiny of the Company," Barnes said.
Under the plan, Rights will be distriubted as a
dividend at the rate of one Right for each share of
Barnes Group common stock, par value $1.00 per share of
the Company, held by stockholders of record at the close
of business on December 23, 1996. The Rights will expire
on December 23, 2006.
Each Right initially will entitle stockholders
to buy one unit of a share of preferred stock for $200.
The Rights will be exerciseable only if a person or group
acquires beneficial ownership of 35% or more of the
Company's common stock or commences a tender or exchange
offer upon consummation of which such person or group
would benefically own 35% or more of the Company's common
stock.
The Company will generally be entitled to redeem the
Rights at $0.01 per Right at any time until 10 days
(subject to extension) following a public announcement
that a 35% positions in the Company's common stock has
been acquired.
A copy of the Rights Plan is being filed with
the SEC as an exhibit to the Company's Registration
Statement on Form 8-A.
(For additional informaton, please call our FAX ON-DEMAND
SERVICE at 1-800-311-4606; fro PRESS RELEASES via the
INTERNET: http://www.businesswire.com/cnn)
