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
April 2, 1997
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(Date of earliest event reported)
Barnes Group Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 1-04801 06-0247840
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(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
123 Main Street, Bristol, Connecticut 06011-0489
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(Address of principal executive offices, including zip code)
(860) 583-7070
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On April 2, 1997, the stockholders of Barnes
Group Inc. (the "Corporation") approved, among other
things, an amendment to the Company's Restated
Certificate of Incorporation (the "Amendment") which
increased the authorized number of shares of common stock
of the Corporation from 20 million shares to 60 million
shares and decreased the par value of the common stock
from $1.00 per share to $.01 per share. Stockholder
approval of the Amendment was a condition to the
Corporation's previously announced three-for-one stock
split of its issued common shares, to be effected in the
form of a 200% stock dividend. As a result of the
approval of the Amendment, the stock dividend will be
distributed on April 25, 1997 to common stockholders of
record as of the close of business on April 3, 1997. In
accordance with the terms of the Rights Agreement dated
as of December 10, 1996 by and between the Corporation
and ChaseMellon Shareholder Services L.L.C. (the "Rights
Agreement"), following distribution of the stock
dividend, preferred stock purchase rights issued under
the Rights Agreement will be proportionately adjusted so
that one-third of a right will trade with each
outstanding share of the Corporation's common stock.
This description is subject to and qualified in
its entirety by the press release dated April 2, 1997
filed herewith as Exhibit 99.1 and the Rights Agreement
filed herewith as Exhibit 99.2, each of which are hereby
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press release dated April 2, 1997
99.2 Rights Agreement dated as of December
10, 1996 by and between Barnes Group
Inc. and ChaseMellon Shareholder
Services L.L.C. (incorporated by
reference to Exhibit 1 of the
Registrant's Registration Statement on
Form 8-A filed with the Securities and
Exchange Commission on December 20,
1996)
SIGNATURE
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.
By /s/ William V. Grickis, Jr.
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Name: William V. Grickis, Jr.
Title: Vice President,
General Counsel
Dated: April 8, 1997
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated April 2, 1997.
99.2 Rights Agreement dated as of December 10,
1996 by and between Barnes Group Inc. and
ChaseMellon Shareholder Services L.L.C.
(incorporated by reference to Exhibit 1 of
the Registrant's Registration Statement on
Form 8-A filed with the Securities and
Exchange Commission on December 20, 1996)
EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: J.F. Sand, Jr.
4-2-97 (860) 583-7070
BARNES GROUP STOCKHOLDERS APPROVE AMENDMENT ALLOWING
3-FOR-1 STOCK SPLIT, ELECT NEW DIRECTOR AT ANNUAL MEETING;
EARNINGS MOMENTUM CONTINUING IN FIRST QUARTER
BRISTOL, CT, April 2 - Stockholders of Barnes Group
Inc. today approved an amendment to the company's Restated
Certificate of Incorporation allowing a 3-for-1 stock split
which had been approved by the Board of Directors on
February 21. They also approved the election of Frank E.
Grzelecki, president and CEO of Handy & Harman, as a
director, at Barnes Group's annual meeting in Hartford, CT.
The amendment to the company's charter increases the
authorized number of Barnes Group common shares to 60
million from the presently authorized 20 million and reduces
the par value of common and preferred stock from $1.00 per
share to $0.01 per share.
The stock dividend will be paid to stockholders of
record at the close of business tomorrow (April 3, 1997),
and is payable on April 25, 1997. Stockholders will receive
two new shares of Barnes Group common stock for each share
of Barnes Group common stock owned as of the record date.
In his remarks to stockholders, Theodore E. Martin,
president and chief executive officer of Barnes Group, said
the stock split signals that the company is doing well and
that management has confidence in Barnes Group's future
earnings. "From the looks of the first quarter, we're off
to another good start," Martin said, "and we expect 1997 to
be another record year for the company. Our goal is to be a
top-tier performer for the long term." Barnes Group turned
in record earnings performances in the past two years, and
has registered three straight years of strong profit growth.
Mr. Grzelecki was elected to the board for a one-year
term to fill the vacancy created by the retirement of Juan
M. Steta, who had served since 1974. Mr. Steta is counsel
to the law firm of Santamarina y Steta in Mexico City. K.
Grahame Walker, chairman and CEO of the Dexter Corporation,
whose board term expired at the annual meeting, chose not to
stand for reelection.
Stockholders also elected three sitting directors to
three-year terms expiring in 2000. They are: Thomas O.
Barnes, chairman of the board and senior vice president of
administration, Barnes Group; Gary G. Benanav, chief
executive officer, Aeris Ventures, L.L.C., Farmington, CT,
and Marcel P. Joseph, former chairman of the board and CEO
of Augat Inc. in Mansfield, MA. Stockholders also ratified
the selection of Price Waterhouse LLP as the company's
independent accountants for 1997.
Barnes Group Inc. (NYSE:B) is a diversified
international company based in Bristol, CT. It is a leading
manufacturer of precision springs and complex metal
components for industrial, transportation and aerospace
markets, and a major distributor of repair and replacement
products to the maintenance, repair and operating supplies
(MRO) market.
(For further information on Barnes Group, call our FAX ON-
DEMAND SERVICE at 1-800-311-4606. For company news on the
INTERNET, address http://www.businesswire.com/cnn)
