-----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, K9l1TcQ4UZZC5zEsaOA7fvTrNWFOk9/ttKablrPfLqxy1x5h5BAX6yMDm28tk/X9 qhA3oLXhbxwLqizj29i2vw== 0001005477-99-000946.txt : 19990302 0001005477-99-000946.hdr.sgml : 19990302 ACCESSION NUMBER: 0001005477-99-000946 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990301 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/A SEC ACT: SEC FILE NUMBER: 005-13831 FILM NUMBER: 99553366 BUSINESS ADDRESS: STREET 1: 123 MAIN ST CITY: BRISTOL STATE: CT ZIP: 06011 BUSINESS PHONE: 2035837070 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED SPRING CORP DATE OF NAME CHANGE: 19760518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FLEET FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000050341 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 050341324 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02211 BUSINESS PHONE: 6173464000 MAIL ADDRESS: STREET 1: ONE FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02211 FORMER COMPANY: FORMER CONFORMED NAME: FLEET FINANCIAL GROUP INC DATE OF NAME CHANGE: 19880110 FORMER COMPANY: FORMER CONFORMED NAME: INDUSTRIAL NATIONAL CORP DATE OF NAME CHANGE: 19820512 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Rule 13d-102 Under The Securities Exchange Act of 1934 (Amendment No. 1)* Barnes Group, Inc. ------------------ Name of Issuer Class A Common -------------- (Title of class of securities) 067806109 --------- CUSIP Number (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the file pursuant to which this Schedule is filed: |X| Rule 13d-1(b) |_| Rule 13d-1(c) |_| Rule 13d-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 disclosure 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 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). (Continued on following page[s]) Page 1 of 4 pages CUSIP No. 067806109 Page 2 of 4 pages - -------------------------------------------------------------------------------- (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. Fleet Financial Group, Inc. 05-0341324 - -------------------------------------------------------------------------------- (2) Check the appropriate box if a member of a group (see instructions) (a)|_| (b)|_| - -------------------------------------------------------------------------------- (3) SEC use only. - -------------------------------------------------------------------------------- (4) Citizenship or place of organization. One Federal Street, Boston, Massachusetts, 02110 - -------------------------------------------------------------------------------- Number of shares beneficially owned by each reporting person with: (5) Sole voting power: 405,319 (6) Shared voting power: 0 (7) Sole dispositive power: 409,596 (8) Shared dispositive power: 2,114,066 - -------------------------------------------------------------------------------- (9) Aggregate amount beneficially owned by each reporting person. 2,524,712 - -------------------------------------------------------------------------------- (10) Check if the aggregate amount in Row (9) excludes certain shares |_| (see instructions). - -------------------------------------------------------------------------------- (11) Percent of class represented by amount in Row 9. 12.73% - -------------------------------------------------------------------------------- (12) Type of reporting person (see instructions). Holding Company - -------------------------------------------------------------------------------- Page 3 of 4 pages Item 1(a) Name of Issuer: Barnes Group, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 123 Main Street, Bristol, CT 06011-0489 Item 2(a) Name of Person Filing: Fleet Financial Group, Inc. Item 2(b) Address of Principal Business Office, or if none, Residence: One Federal Street, Boston, Massachusetts, 02110 Item 2(c) Citizenship: Massachusetts Item 2(d) Title or Class of Securities: Common Item 2(e) CUSIP Number: 067806109 Item 3 If this statement is filed pursuant to Rules 13d01(b), or 13d-2(b), check whether the person filing is a: (a) |_| Broker or Dealer registered under Section 15 of the Act (b) |_| Bank as defined in Section 3(a) (6) of the Act (c) |_| Insurance Company as defined in Section 3(a) (19) of the Act (d) |_| Investment Company registered under Section 8 of the Investment Company Act (e) |_| Investment Advisor registered under Section 203 of the Investment Company Act (f) |_| Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment or Endowment Fund; see 240.13d-1(b) (1) (ii) (F) (g) |X| Parent Holding Company, in accordance with 240.13d-1(b) (ii)(G) (Note: See Item 7) (h) |_| Group, in accordance with 240.13d-1(b) (1) (ii) (H) Item 4 Ownership (a) Amount beneficially owned: 2,524,712 (b) Percent of Class: 12.73% (c) Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote: 405,319 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 409,596 (iv) Shared power to dispose or to direct the disposition of: 2,114,066 Page 4 of 4 Pages Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |_|. Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary which Acquired the Security being reported on by the Parent Holding Company. Exhibit A attached. Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of an do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such 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. Date February 12, 1999 Signature /s/ Gunnar S. Overstrom Name/Title Gunnar S. Overstrom, Vice Chairman Fleet Financial Group, Inc. Barnes Group Inc. EXHIBIT A SUBSIDIARY ACQUIRING SECURITIES CLASSIFICATION - -------------------------------------------------------------------------------- Fleet Trust & Investment Services Company Bank Fleet National Bank Bank Fleet Investment Advisors Bank Fleet Bank of New Hampshire Bank -----END PRIVACY-ENHANCED MESSAGE-----