-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ln+yqjVjhOKBFS7lZpLNubKkaz3zQkx57yX3ZxQ4katNTo5w/J1NfgOcU/1glO7D 6m90OQTOyU+whDLmGD2jmg== 0000009984-04-000005.txt : 20040206 0000009984-04-000005.hdr.sgml : 20040206 20040206133954 ACCESSION NUMBER: 0000009984-04-000005 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BARNES GROUP INC CENTRAL INDEX KEY: 0000009984 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 060247840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-30571 FILM NUMBER: 04573058 BUSINESS ADDRESS: STREET 1: 123 MAIN ST CITY: BRISTOL STATE: CT ZIP: 06010 BUSINESS PHONE: 8605837070 MAIL ADDRESS: STREET 1: 123 MAIN ST CITY: BRISTOL STATE: CT ZIP: 06010 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED SPRING CORP DATE OF NAME CHANGE: 19760518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARNES GROUP INC CENTRAL INDEX KEY: 0000009984 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 060247840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 123 MAIN ST CITY: BRISTOL STATE: CT ZIP: 06010 BUSINESS PHONE: 8605837070 MAIL ADDRESS: STREET 1: 123 MAIN ST CITY: BRISTOL STATE: CT ZIP: 06010 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED SPRING CORP DATE OF NAME CHANGE: 19760518 SC 13G 1 rsp13g1203.txt BARNES GROUP INC SCHEDULE 13G 12/31/03 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G ------------ Under the Securities Exchange Act of 1934 BARNES GROUP INC. ------------------------------------------ (Name of Issuer) Common Stock, par value $0.01 per share ------------------------------------------ (Title of Class of Securities) 067806-10-9 ------------------------------------------ (CUSIP Number) December 31, 2003 ------------------------------------------ (Date of Event, Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which this schedule is filed: [X] Rule 13-d 1(b) [ ] Rule 13-d 1(c) [ ] Rule 13-d 1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise be subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 CUSIP No. 067806-10-9 - ---------------------------------------------------------------------------- 1) Name of Reporting Persons: The Barnes Group Inc. Retirement Savings Plan - ----------------------------------------------------------------------------- I.R.S. Identification Nos. of Reporting Persons: 06-0247840 - ----------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group: (a) (b) - ----------------------------------------------------------------------------- 3) SEC Use Only. - ----------------------------------------------------------------------------- 4) Citizenship or Place of Organization: Bristol, CT - ----------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power: 0 Beneficially Owned (6) Shared Voting Power: 0 by Each Reporting (7) Sole Dispositive Power: 0 Person With: (8) Shared Dispositive Power: 2,830,359 9) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,830,359 The Fund disclaims beneficial ownership of all the shares. - ------------------------------------------------------------------------------ 10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares. (See instructions) - ----------------------------------------------------------------------------- 11) Percent of Class Represented by Amount in Row 9: 12.3% - ----------------------------------------------------------------------------- 12) Type of Reporting Person (See instructions) EP - ----------------------------------------------------------------------------- 2 Item 1(a) Name of Issuer: Barnes Group Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 123 Main Street, P. O. Box 489, Bristol, CT 06011-0489 Item 2(a) Name of Person Filing: The Barnes Group Inc. Retirement Savings Plan Item 2(b) Address or Principal Business Office or, if none, residence: 123 Main Street P.O. Box 489 Bristol, CT 06011-0489 Item 2(c) Citizenship: Connecticut Item 2(d) Title of Class of Securities: Common Stock, Par Value $0.01 Per Share Item 2(e) CUSIP Number: 067806-10-9 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3 (a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with section 240.13d- 1(b)(1)(ii)(E); (f) [X] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J). 3 Item 4. Ownership as of December 31, 2003 (a) Amount Beneficially Owned: 2,830,359 (b) Percent of Class: 12.3% (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 2,830,359 The Fund disclaims beneficial ownership of all the shares. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of some of the shares listed in response to Item 4. None of such other persons has any such right or power relating to more than five percent of the total amount of Common Stock outstanding. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. 4 Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. January 31, 2004 - --------------------------------------------------------- Date The Barnes Group Retirement Savings Plan By: Barnes Group Inc., the Plan Sponsor /s/ John R. Arrington - --------------------------------------------------------- Signature John R. Arrington, Senior Vice President, Human Resources - --------------------------------------------------------- Name/Title The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties for whom copies are to be sent. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) 5 -----END PRIVACY-ENHANCED MESSAGE-----