SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 30, 1999
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, CT 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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AMENDMENT NO. 1
The Registrant amends its Current Report on Form 8-K, filed
September 14, 1999, by including the following information
regarding ITEM 2, the refinancing of a portion of the funds
needed for the acquisition and ITEM 7, adding financial
statements and pro forma financial information that were
unavailable at the time the Current Report on Form 8-K was filed.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 12, 1999, the Registrant refinanced a portion of the
funds needed to purchase the assets of the Nitrogen Business Unit
of the Teledyne Fluid Systems Division of Teledyne Industries,
Inc. through the issuance of $70 million of long-term private
placement debt. The debt ranges in maturity from eight to eleven
years at an average annual interest rate of 7.75%.
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements of Business Acquired.
The audited consolidated balance sheet of Teledyne Fluid Systems'
Nitrogen Business Unit as of December 31, 1998, the statement of
income and comprehensive income and cash flow for the year ended
December 31, 1998, the related notes to the audited financial
statements and the related independent auditors' report are filed
with this report as Exhibit 99.1.
(b) Pro Forma Financial Information.
The following unaudited pro forma consolidated financial
statements of Barnes Group Inc. with explanatory notes reflecting
the impact of the acquisition are filed with this report as
Exhibit 99.2.
(1) The unaudited pro forma consolidated balance sheet as
of December 31, 1998 reflecting the impact on the balance
sheet as if the acquisition occurred on December 31, 1998.
(2) The unaudited pro forma consolidated income statement
for the year ended December 31, 1998, reflecting the impact
on the income statement as if the acquisition had occurred
on January 1, 1998.
(3) The unaudited pro forma consolidated income statement
for the nine months ended September 30, 1999, reflecting the
impact on the income statement as if the acquisition had
occurred on January 1, 1999.
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(c) Exhibits.
23 Consent of Independent Auditors.
99.1 Teledyne Fluid Systems' Nitrogen Business Unit
Audited Financial Statements, For The Year Ended
December 31, 1998 With Report of Independent
Auditors.
99.2 Unaudited Barnes Group Inc. Pro Forma Consolidated
Financial Statements Information With Explanatory
Notes.
SIGNATURES
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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: November 12, 1999 BARNES GROUP INC.
By:/s/ Signe S. Gates
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Signe S. Gates
Senior Vice President
General Counsel & Secretary
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 23 Consent of Independent Auditors.
Exhibit 99.1 Teledyne Fluid Systems' Nitrogen Business Unit
Audited Financial Statements, For The Year Ended
December 31, 1998 With Report of Independent
Auditors.
Exhibit 99.2 Unaudited Barnes Group Inc. Pro Forma Consolidated
Financial Statements Information With Explanatory
Notes.
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