SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BARNES GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 06-0247840
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(State of Incorporation or (IRS Employer
Organization Identification No.)
123 Main Street, Bristol, Connecticut 06011-0409
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective Act and is effective pursuant
pursuant to General to General Instruction A.(d),
Instruction A.(c), please please check the following
check the following box. |_|
box. |X|
Securities Act registration statement file number to which this form
relates: N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
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Preferred Stock Purchase New York Stock Exchange
Rights (Pursuant to
Rights Agreement dated
as of December 10, 1996
and amended as of
February 19, 1999)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Title of Class
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
Reference is hereby made to the Registration Statement on Form
8-A filed with the Securities and Exchange Commission by Barnes Group Inc.
(the "Company") on December 20, 1996 (the "Original Form 8-A") relating to
the rights distributed to the stockholders of the Company (the "Rights") in
connection with the Rights Agreement (the "Rights Agreement"), dated as of
December 10, 1996, between the Company and ChaseMellon Shareholder Services
L.L.C. (the "Rights Agent"), as Rights Agent. The Original Form 8-A is
hereby incorporated by reference herein.
On February 19, 1999, the Board of Directors of the Company
(the "Board") approved and adopted Amendment No. 1 to the Rights Agreement
(the "Amendment"), dated as of February 19, 1999, between the Company and
the Rights Agent. The Amendment eliminates those provisions from the Rights
Agreement that provided that the Rights generally may not be redeemed for
one hundred eighty (180) days following a change in a majority of the Board
as a result of a proxy contest or consent solicitation.
A copy of the Amendment is attached hereto as Exhibit 1 and is
incorporated herein by reference. The foregoing discussion does not purport
to be complete and is qualified in its entirety by reference to such
Exhibit.
ITEM 2. EXHIBITS.
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1 Amendment No. 1 to the Rights Agreement, dated as of February 19,
1999, between Barnes Group Inc. and ChaseMellon Shareholder
Services L.L.C., as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: March 17, 1999 BARNES GROUP INC.
By: /s/ Edmund M. Carpenter
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Name: Edmund M. Carpenter
Title: President and Chief
Executive Officer
EXHIBIT INDEX
Exhibit Description Page
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1 Amendment No. 1 to the Rights Agreement, dated
as of February 19, 1999, between Barnes Group Inc.
and ChaseMellon Shareholder Services L.L.C., as
Rights Agent.
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
Amendment No. 1, dated as of February 19, 1998 (the "Amendment"),
between Barnes Group Inc., a Delaware corporation (the "Company"), and
ChaseMellon Shareholder Services L.L.C. (the "Rights Agent").
WHEREAS, in accordance with Section 26 of the Rights Agreement,
the Company desires to amend the Rights Agreement and to set forth the
terms of the amendments in this Amendment;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the
parties hereby agree as follows:
Section 1. Amendment of Redemption and Termination Section.
Section 23 of the Rights Agreement is hereby amended by deleting subsection
(c) thereof in its entirety.
Section 2. Amendment of Form of Rights Certificate. The sixth
paragraph of the text of the Form of Rights Certificate is hereby amended
by deleting the final sentence thereof.
Section 3. Amendment of Summary of Rights to Purchase Preferred
Stock. The ninth paragraph of the Summary of Rights to Purchase Preferred
Stock is hereby amended by deleting the final sentence thereof.
Section 4. Rights Agreement as Amended. The term "Agreement" as
used in the Rights Agreement shall be deemed to refer to the Rights
Agreement as amended hereby. The foregoing amendments shall be effective
as of the date hereof and, except as set forth herein, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected
hereby.
Section 5. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed, all as of the day and year first above written.
Attest: BARNES GROUP INC.
By /s/ Charles E. Lindsey Jr. By /s/ John R. Arrington
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Name: Charles E. Lindsey Jr. Name: John R. Arrington
Title: Division Counsel & Title: Senior Vice President of
Assistant Secretary Human Resources
Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By /s/ Joan B. Hayes By /s/ Jacqueline M. Wadsworth
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Name: Joan B. Hayes Name: Jacqueline M. Wadsworth
Title: Assistant Vice President Title: Vice President
