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
February 21, 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 1-4801 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.
Barnes Group Inc. (the "Corporation") announced
on February 21, 1997 that its Board of Directors had
approved, among other things, a three-for-one stock split
of its issued common shares in the form of a 200% stock
dividend, subject to stockholder approval of an amendment
to the Company's Restated Certificate of Incorporation
(the "Proposed Amendment") which would, among other
things, increase the authorized number of shares of
common stock of the Corporation to 60 million shares from
the presently authorized 20 million shares. The Proposed
Amendment will be presented for stockholder approval at
the Corporation's April 2, 1997 annual meeting of
stockholders. If the Proposed Amendment receives the
requisite vote of stockholders, the stock dividend would
be paid to common stockholders of record as of the close
of business on April 3, 1997 and would be payable on
April 25, 1997.
ITEM 7(C) EXHIBITS.
99.1 Press Release dated February 21,
1997.
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.
Name: William V. Grickis, Jr.
Title: Vice President and
General Counsel
Dated: February 21, 1997
Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: J.F. Sand, Jr.
2-21-97 (860) 583-7070
BARNES GROUP ANNOUNCES PLANS FOR 3-FOR-1 SPLIT;
DECLARES REGULAR FIRST QUARTER DIVIDEND; TO CONSIDER
INCREASE IN SECOND QUARTER DIVIDEND AT MAY MEETING
BRISTOL, CT, February 21 (NYSE: B) -- Barnes Group Inc.
announced today that its Board of Directors has approved a three-
for-one stock split of its issued common shares in the form of a
200 percent stock dividend.
The stock split is subject to stockholder approval of
an amendment to the company's charter, which, among other things,
increases the authorized number of Barnes Group common shares to
60 million from the presently authorized 20 million. The charter
amendment will be presented for stockholder approval at the
Barnes Group annual meeting April 2, 1997 in Hartford, CT.
If the charter amendment is approved by stockholders,
the stock dividend would be paid to stockholders of record at the
close of business on April 3, 1997, and would be payable on April
25, 1997. Stockholders would receive two new shares of Barnes
Group common stock for each share of Barnes Group common stock
owned as of the record date.
In other business, the company declared a regular cash
dividend of 45 cents per share on its common stock for the first
quarter of 1997, payable March 10, 1997 to stockholders of record
on February 28, 1997. As of February 4, 1997, there were
6,669,471 common shares outstanding.
The company also announced that the Board will consider
at its May meeting an increase in the company's regular quarterly
cash dividend from $.15 per share to $.167 per share on a post-
split basis, or from $.45 to $.50 per share on a pre-split basis,
in the second quarter.
The Board has also authorized the repurchase of up to
500,000 shares of Barnes Group common stock on a pre-split basis,
or 1.5 million shares on a post-split basis, which the company
expects to use for general corporate purposes.
Theodore E. Martin, president and chief executive
officer, said the Board's decision authorizing the stock split
and possible subsequent dividend increase is a reflection of the
significant gain made in the company's stock price over the past
12 months and strong profit performance over the past three
years. "We think our stockholders should be rewarded for their
steadfast confidence in the company," Martin said, "and we look
to continue our momentum in 1997 and beyond."
Barnes Group Inc. is a $600 million diversified
international company based in Bristol, Conn. 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)
