-----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, UbsofOpEoIonARbp3bpI4bJVPvJSQ0rwHU6lwAF8427RYjI5bXCQT6DSyyFXzL15 2acD2kJF8W8Zf5VgJAlQzw== 0000950172-97-000328.txt : 19970409 0000950172-97-000328.hdr.sgml : 19970409 ACCESSION NUMBER: 0000950172-97-000328 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970402 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970408 SROS: NONE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04801 FILM NUMBER: 97576449 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 8-K 1 8-K 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 --------------------------------- (Date of earliest event reported) Barnes Group Inc. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware 1-04801 06-0247840 -------------- --------------------- ------------------- (State of (Commission File No.) (IRS Employer Incorporation) Identification No.) 123 Main Street, Bristol, Connecticut 06011-0489 ------------------------------------------------------------ (Address of principal executive offices, including zip code) (860) 583-7070 ------------------------------------------------------------ (Registrant's telephone number, including area code) N/A ------------------------------------------------------------- (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. ------------------------------- Name: William V. Grickis, Jr. Title: Vice President, General Counsel Dated: April 8, 1997 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 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) EX-99 2 EXHIBIT 99.1 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) -----END PRIVACY-ENHANCED MESSAGE-----