UNITED STATES
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
Date of Report (Date of earliest event reported): May 10, 2000
BARNES GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-04801 06-0247840
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
123 Main Street Bristol, Connecticut 06010
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(Address of Principal Executive Offices) (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)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 10, 2000, Barnes Group Inc. purchased
substantially all of the assets of Curtis Industries, Inc.
pursuant to an Asset Purchase Agreement dated as of April 27,
2000 (the "Agreement") by and among Barnes Group Inc. (the
"Buyer"), and Curtis Industries, Inc. (the "Seller") and Paragon
Corporate Holdings, Inc. (the "Parent"). The aggregate purchase
price was $62,100,000. The purchase price will be adjusted
upward or downward following the closing to take into account any
difference in net worth as of April 29, 2000 and $19,079,000.
The net worth as of April 29, 2000 will be determined by the
Buyer within 60 days after the closing date, subject to review
and acceptance by the Seller.
The purchase price was determined through negotiations
between the Buyer, and the Seller and the Parent conducted on an
arms' length basis. During such negotiations, the parties
considered, among other things, the business and operations of
the Seller, its customer, vendor and employee relationships, the
condition of its assets, its financial condition, the market for
its services and its future business prospects.
The funds used to purchase the assets were borrowed
initially under the Buyer's $150 million revolving credit
agreement with six banks led by Mellon Bank N.A. The credit
agreement has a termination date as of December 6, 2002.
Through its acquisition of the assets, the Buyer
acquired the facilities, equipment and other physical property
owned or leased by Curtis Industries, Inc., intellectual property
and goodwill, employee benefit plan assets, and agreements with
customers, vendors and employees in connection with its business
of logistical management and distribution of automotive security
products, fasteners, and maintenance repair and operating (MRO)
industrial supplies. The Buyer intends to continue the use of
such assets in connection with the operation of such business.
The acquired assets also include all of the capital stock of
Curtis Industries of Canada Limited in Mississauga, Canada and
Curtis Industries (UK) Limited in Andover, U.K., each of which
also engages in logistical management and distribution of
automotive security products, fasteners and MRO industrial
supplies. The stock of the Canadian company was acquired by
Barnes Group Canada Inc., a wholly owned subsidiary of the Buyer.
The stock of the U.K. company was acquired by Bowman Distribution
Europe Limited, another wholly owned subsidiary of the Buyer. Of
the aggregate purchase price, $3,127,118 was allocated to the
purchase of Curtis Industries of Canada Limited and $1,383,846
was allocated to the purchase of Curtis Industries (UK) Limited.
The Buyer intends for each such company to continue its present
business.
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ITEM 7. EXHIBITS
(c). The following exhibits are filed as part of this
Report:
Exhibit Number Exhibit Name
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Exhibit 2.1 Asset Purchase Agreement dated as of April
27, 2000 by and among Barnes Group Inc., and
Curtis Industries, Inc. and Paragon Corporate
Holdings, Inc.
SIGNATURES
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.
Dated: May 18, 2000 BARNES GROUP INC.
By:/s/ Signe S. Gates
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Name: Signe S. Gates
Title: Senior Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit Number Exhibit Name Location
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Exhibit 2.1 Asset Purchase Agreement Filed herewith
dated April 27, 2000 by and
among Barnes Group Inc., and
Curtis Industries, Inc. and
Paragon Corporate Holdings,
Inc.
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