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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-4801
BARNES GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-0247840
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
123 MAIN STREET, BRISTOL, CONNECTICUT 06011-0489
(Address of Principal Executive Office) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (860) 583-7070
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered
Common Stock, $0.01 Par Value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. _____
The aggregate market value of the registrant's voting stock held by
non-affiliates amounted to $365,984,508 as of January 31, 1999. The registrant
had outstanding 19,815,789 shares of common stock as of January 31, 1999.
DOCUMENTS INCORPORATED BY REFERENCE:
Parts I and II incorporate information by reference from the registrant's 1998
Annual Report to Stockholders. Part III incorporates information by reference
from the registrant's Proxy Statement dated March 17, 1999.
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PART I
Item 1. Business.
The Company was organized as a Delaware corporation in 1925. The
Company is in three businesses: Bowman Distribution, a distributor of consumable
repair and replacement products for industrial, heavy equipment, and
transportation maintenance markets; Associated Spring, a manufacturer of
custom-made springs and other close-tolerance engineered metal components; and
Barnes Aerospace, a manufacturer of precision machined and fabricated assemblies
for the aircraft and aerospace industries and a refurbisher of jet engine
components.*
Bowman Distribution. Bowman Distribution is engaged in distributing in
the United States, Canada, the United Kingdom and France, a variety of
replacement parts and other products, including fasteners and special purpose
hardware, general purpose electric and gas welding supplies, and industrial
maintenance supplies.
Bowman Distribution is also engaged in the distribution of die springs
which are sold under the Company's Raymond registered trademark and certain
standard parts consisting primarily of coil and flat springs which are sold
under the Company's SPEC registered trademark. These products are manufactured
primarily by Associated Spring.
Except as indicated above, the products sold by Bowman Distribution are
generally not manufactured by the Company, but are obtained from a number of
outside suppliers. The vast majority of these products are repackaged and sold
under Bowman's labels.
Sales by Bowman Distribution in the United States and Canada are
primarily to industrial and food processing plants, chemical and petrochemical
process industries, contractors, new-car dealers, garages, service stations,
operators of vehicle fleets, railroads, electric utilities and airline ground
maintenance facilities.
Associated Spring. Associated Spring manufactures a wide variety of
custom metal parts for mechanical purposes. It is equipped to produce
practically every type of spring requiring precision engineering, as well as an
extensive variety of precision metal components and assemblies. Its products
range in size from fine hairsprings for instruments to large springs for heavy
machinery, and its output of a given metal part may vary in amount from a few
units to several million. Associated Spring does not produce leaf springs or bed
springs.
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*As used in this annual report, "Company" refers to the registrant and its
consolidated subsidiaries except where the context requires otherwise, and
"Bowman Distribution," "Associated Spring," and "Barnes Aerospace" refer to the
above-defined businesses, but not to separate corporate entities.
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Associated Spring's custom metal parts are sold in the United States
and through the Company's foreign subsidiaries to manufacturers in many
industries, chiefly for use as components in their own products. Custom metal
parts are sold primarily through Associated Spring's sales employees. In view of
the diversity of functions which Associated Spring's custom metal parts perform,
Associated Spring's output is characterized by little standardization, with the
major portion being manufactured to customer specifications.
The automotive and automotive parts industries constitute Associated
Spring's largest single custom metal parts market. Other important outlets
include manufacturers of industrial and textile machinery, motors, generators,
electronic equipment, aircraft, diesel and other internal combustion engines,
household appliances and fixtures, hardware, office equipment, agricultural
equipment, railroad equipment, general machinery and scientific instruments.
Associated Spring has manufacturing operations in Brazil, Canada,
Mexico and Singapore. The Company has retained a minority interest of 15% in its
former subsidiary in Argentina.
The Company is a partner in a joint venture corporation in the United
States with NHK Spring Co., Ltd. of Japan. The joint venture corporation,
NHK-Associated Spring Suspension Components Inc. ("NASCO"), has a manufacturing
facility in Bowling Green, Kentucky. It manufactures and sells hot-wound coil
springs for automotive suspension systems and counterbalance torque bars for
trunk lids. Barnes Group owns a minority interest of 45% in NASCO.
Barnes Aerospace. Barnes Aerospace is engaged in the advanced
fabrication and precision machining of components for jet engines and airframes
as well as the overhaul and repair of jet engine components. The engines,
aerostructures, and overhaul and repair businesses constitute the Barnes
Aerospace Group.
The engine division consists of two facilities located at Windsor,
Connecticut and Lansing, Michigan. The Windsor plant manufactures machined parts
as well as assemblies. It specializes in the machining of difficult-to-process
aircraft engine superalloys. Manufacturing processes include computer
numerically controlled machining, electrical discharge machining, laser
drilling, creep-feed grinding, and automated de-burring. Customers include gas
turbine engine manufacturers for commercial and military jets as well as
land-based turbines. The Lansing plant specializes in hot forming and
fabricating titanium and other high-temperature alloys such as hastelloy and
inconel for use in precision details and assemblies for aircraft engine and
airframe applications, utilizing advanced manufacturing processes including
superplastic forming and diffusion bonding.
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The aerostructures division is in Ogden, Utah. It specializes in larger
dimension fabrication for commercial and military airframes. Its processes
include hot and cold forming of aerospace metals as well as associated
machining. It also possesses a tube and duct production capability.
The overhaul and repair business maintains facilities in Windsor,
Connecticut and Singapore, specializing in refurbishing jet engine components.
Electron beam welding and plasma spray are two of the special processes employed
by this business. Customers include major airlines and engine overhaul
businesses worldwide as well as the U.S. military.
Segment Analysis. The analysis of the Company's revenue from sales to
unaffiliated customers, operating profit and assets by industry segments as well
as revenues from sales to unaffiliated customers and long-lived assets by
geographic areas appearing on pages 31 through 33 of the Company's 1998 Annual
Report to Stockholders, included as Exhibit 13 to this report, is incorporated
by reference.
Competition. The Company competes with many other companies, large and
small, engaged in the manufacture and sale of custom metal parts (including
aerospace components). The Company believes Associated Spring is the largest
domestic manufacturer of precision springs used for mechanical purposes. The
Company also faces active competition in the products sold by Bowman
Distribution. The principal methods of competition for the Company's three
businesses include service, quality, price, reliability of supply, and also, in
the case of Associated Spring and Barnes Aerospace, technology and design.
Backlog. The backlog of the Company's orders believed to be firm
amounted to $169,883,000 at the end of 1998, as compared with $185,336,000 at
the end of 1997. Of the 1998 year-end backlog, $124,787,000 is attributable to
the Barnes Aerospace Group and all of the balance is attributable to the
Associated Spring Group. $27,735,000 of Barnes Aerospace's backlog is not
expected to be shipped in 1999. Substantially all of the remainder of the
Company's backlog is expected to be shipped during 1999.
Raw Materials and Customers. None of the Company's divisions or
segments is dependent upon any single source for any of their principal raw
materials or products for resale, and all such materials and products are
readily available. One customer, General Electric Co., accounted for 11.8% of
the Company's total sales in 1998. Automotive manufacturers and manufacturers of
electronic products are important customers of Associated Spring. Sales by
Barnes Aerospace to three manufacturers in the aerospace industry accounted for
approximately 63% of its business. Bowman Distribution is not dependent on any
one or a few customers for a significant portion of its sales. No other customer
accounted for more than 10% of the Company's sales for 1998 or prior years.
Although the loss of a substantial customer may have a material short-term
effect on business, the Company believes that its product line diversity would
negate any long-term impact.
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Research and Development. Although most of the products manufactured by
the Company are custom parts made to the customers' specifications, the Company
is engaged in continuing efforts aimed at discovering and implementing new
knowledge that is useful in developing new products or services or improving
significantly existing products or services. The Company spent approximately
$3,673,000 on its research and development activities in 1998, as compared to
expenditures of approximately $3,625,000 in 1997 and $3,957,000 in 1996. There
were no significant customer-sponsored research and development activities.
Patents and Trademarks. Patents, licenses, franchises and concessions
are not material to any of the Company's businesses.
Employees. As of the date of this report, the Company employs
approximately 3,800 people.
Environmental Laws. Compliance with federal, state, and local laws
which have been enacted or adopted regulating the discharge of materials into
the environment or otherwise relating to the protection of the environment has
not had a material effect and is not expected to have a material effect upon the
capital expenditures, earnings, or competitive position of the Company.
Item 2. Properties.
The Company and its Canadian subsidiary operate 12 manufacturing plants
and 14 warehouses at various locations throughout the United States and Canada,
of which all of the plants and 5 of the warehouses are owned and the others are
leased. Of the properties which are owned, none are subject to any encumbrance.
The Company's other foreign subsidiaries own or lease plant or warehouse
facilities in the countries where their operations are conducted. The listing of
the facility locations of each of the Company's businesses contained in the
Directory of Operations on page 36 of the 1998 Annual Report to Stockholders,
included as Exhibit 13 to this report, is incorporated by reference. In 1999 the
Company will close the manufacturing facility located in Arden, North Carolina.
The Company believes that its owned and leased properties have been
adequately maintained, are in satisfactory operating condition, are suitable and
adequate for the business activities conducted therein, and have productive
capacities sufficient to meet current needs.
Item 3. Legal Proceedings.
There are no material pending legal proceedings to which the Company or
any of its subsidiaries is a party, or of which any of their property is the
subject.
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Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the fourth quarter of 1998 to a vote of
security holders.
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PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters.
The information regarding the Company's common stock contained on pages
27 through 29 of the Company's 1998 Annual Report to Stockholders is
incorporated by reference. As of January 31, 1999, the Company's common stock
was held by 2,985 stockholders of record. The Company's common stock is traded
on the New York Stock Exchange.
Item 6. Selected Financial Data.
The selected financial data for the last five years contained on page
35 of the Company's 1998 Annual Report to Stockholders is incorporated by
reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The financial review and management's analysis thereof appearing on
pages 13 through 18 of the Company's 1998 Annual Report to Stockholders are
incorporated by reference.
Item 8. Financial Statements and Supplementary Data.
The financial statements and report of independent accountants
appearing on pages 19 through 34 of the Company's 1998 Annual Report to
Stockholders are incorporated by reference. See also the report of independent
accountants included on page 14 below pursuant to Item 302(a) of Regulation S-K.
The material under "Quarterly Data" on page 34 of the Company's 1998 Annual
Report to Stockholders is also incorporated by reference.
Item 9. Changes and Disagreements with Accountants on Accounting and Financial
Disclosure.
None.
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PART III
Item 10. Directors and Executive Officers of the Company.
The material under "Election of Directors" on pages 1 through 3, and
the material under "Section 16(a) Beneficial Ownership Reporting Compliance" on
page 6, of the Company's Proxy Statement dated March 17, 1999 is incorporated by
reference.
The Company's executive officers as of the date of this report are as
follows:
Age as of
Executive Officer Position December 31, 1998
- ----------------- -------- -----------------
Edmund M. Carpenter President and Chief Executive Officer 57
(since 1998)
John R. Arrington Senior Vice President, Human Resources 52
(since 1998)
Cedric D. Beckett Vice President, Barnes Group Inc.(since 1997) and 34
President, Bowman Distribution (since 1999)
Francis C. Boyle, Jr. Vice President, Controller (since 1997) 48
Leonard M. Carlucci Vice President, Barnes Group Inc. (since 1994) 52
and President, Associated Spring (since 1999)
John J. Locher Vice President, Treasurer (since 1992) 54
Terry M. Murphy Senior Vice President, Finance 50
(since 1997)
Harry G. Saddock, Jr. Vice President, Barnes Group Inc., and Vice 47
President, Operations, Associated Spring (since
1998)
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Except for Messrs. E.M. Carpenter, Arrington, Beckett and Murphy, each
of the Company's executive officers has been employed by the Company or its
subsidiaries in an executive or managerial capacity for at least the past five
years. Each officer holds office until his successor is chosen and qualified or
otherwise as provided in the By-Laws; except Mr. E.M. Carpenter who holds office
pursuant to an employment agreement with the Company, which is included as
Exhibit 10.14 to this report. No family relationships exist among the executive
officers of the Company.
Mr. E.M. Carpenter joined the Company as President and Chief Executive
Officer in December 1998. From 1997 to 1998, Mr. E.M. Carpenter was a Senior
Managing Director of Clayton, Dubilier & Rice, Inc., a private equity firm. From
1988 to 1995, he was Chairman and Chief Executive Officer of General Signal
Corporation, a manufacturer of capital equipment and instruments for the process
control, electrical semi-conductor, and telecommunications industries. Prior to
serving with General Signal, he was President and Chief Operating Officer of ITT
Corporation.
Mr. Arrington joined the Company as Senior Vice President, Human
Resources in April 1998. From 1995 to 1998, Mr. Arrington was Vice President,
Human Resources of US West Communications Group. From 1991 to 1995, Mr.
Arrington was Vice President, Human Resources, GE Electrical
Distribution/Control Group.
Mr. Beckett joined the Company as Operations Analyst in June 1994; was
promoted to Director, Operations, for Windsor Manufacturing in December 1994;
and became Acting President of that unit in April 1995. In July 1995, he was
named President, Windsor Manufacturing. He was thereafter promoted to President,
Barnes Aerospace, OEM and Fabrications, in August 1997; and in November 1997, he
was elected to the position of Vice President, Barnes Group Inc. and President,
Barnes Aerospace. Effective March 1, 1999, he was elected to the position of
Vice President, Barnes Group Inc. and President, Bowman Distribution. Prior to
joining the Company, Mr. Beckett held various positions at the Hamilton Standard
Division of United Technologies Corporation.
Item 11. Executive Compensation.
The information under "Compensation of Directors" appearing on page 4
and the information under "Compensation," "Stock Options," "Long-Term Incentive
Plan Awards," "Pension Plans," "Employment Agreement," "Change-In-Control
Agreements," and "Severance Arrangements" appearing on pages 9 through 15 of the
Company's Proxy Statement dated March 17, 1999, is incorporated by reference.
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Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information concerning this item appearing on pages 5 through 7 of
the Company's Proxy Statement dated March 17, 1999, is incorporated by
reference.
Item 13. Certain Relationships and Related Transactions.
None.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) The report of PricewaterhouseCoopers LLP, independent
accountants, and the following financial statements and
financial statement schedules are filed as part of this
report:
Reference
----------------------------------
Annual Report
Form 10-K to Stockholders
(page) (page)
--------- ---------------
Report of independent accountants 14 34
Consolidated balance sheets at December 31, 1998 and 1997 20
Consolidated statements of income for the years ended December 31, 19
1998, 1997 and 1996
Consolidated statements of changes in stockholders' equity for the 22
years ended December 31, 1998, 1997 and 1996
Consolidated statements of cash flows for the years ended December 21
31, 1998, 1997 and 1996
Notes to consolidated financial statements 23-33
Supplementary information 34
Quarterly data (unaudited)
Consolidated schedule for the years ended December 31, 1998, 1997
and 1996:
Schedule II - Valuation and Qualifying Accounts 15
All other schedules have been omitted since the required information is
not present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements or notes thereto.
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The consolidated financial statements listed in the above index which
are included in the Annual Report to Stockholders of Barnes Group Inc. for the
year ended December 31, 1998, are hereby incorporated by reference. With the
exception of the pages listed in the above index and in Items 1, 2, 5, 6, 7 and
8, the 1998 Annual Report to Stockholders is not to be deemed filed as part of
this report.
(b) No reports on Form 8-K were filed during the last quarter of
the period covered by this report.
(c) The Exhibits required by Item 601 of Regulation S-K are filed
as Exhibits to this Annual Report and indexed at pages 16
through 18 of this report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: February 19, 1999
BARNES GROUP INC.
By /s/ Edmund M. Carpenter
-------------------------------------
Edmund M. Carpenter
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below as of the above date by the following persons
on behalf of the Company in the capacities indicated.
/s/ Edmund M. Carpenter
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Edmund M. Carpenter
President and Chief Executive Officer
(principal executive officer) and Director
/s/ Terry M. Murphy
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Terry M. Murphy
Senior Vice President, Finance
(principal financial officer)
/s/ Francis C. Boyle, Jr.
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Francis C. Boyle, Jr.
Vice President, Controller
(principal accounting officer)
/s/ Thomas O. Barnes
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Thomas O. Barnes
Director
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/s/ Gary G. Benanav
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Gary G. Benanav
Director
/s/ William S. Bristow, Jr.
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William S. Bristow, Jr.
Director
/s/ Robert J. Callander
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Robert J. Callander
Director
/s/ George T. Carpenter
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George T. Carpenter
Director
/s/ Donna R. Ecton
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Donna R. Ecton
Director
/s/ Robert W. Fiondella
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Robert W. Fiondella
Director
/s/ Frank E. Grzelecki
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Frank E. Grzelecki
Director
/s/ Marcel P. Joseph
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Marcel P. Joseph
Director
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REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Barnes Group Inc.
Our audits of the consolidated financial statements for the years ended December
31, 1998, 1997 and 1996 referred to in our report dated January 27, 1999
appearing on page 34 of the 1998 Annual Report to Stockholders of Barnes Group
Inc. (which report and consolidated financial statements are incorporated by
reference in this Annual Report on Form 10-K) also included an audit of the
Financial Statement Schedule for the years ended December 31, 1998, 1997 and
1996 listed in Item 14(a) of this Form 10-K. In our opinion this Financial
Statement Schedule presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Hartford, Connecticut
January 27, 1999
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BARNES GROUP INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 1998, 1997 and 1996
(in thousands)
Provision
Balance at Charged to Balance
Beginning Costs and at end of
of year expenses Deductions(1) year
---------- ---------- ------------- ---------
1998
Allowance for $3,061 $ 357 $1,005 $2,413
doubtful accounts
1997
Allowance for $3,158 $1,232 $1,329 $3,061
doubtful accounts
1996
Allowance for $3,635 $ 545 $1,022 $3,158
doubtful accounts
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(1) Write-offs, net of recoveries
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EXHIBIT INDEX
Barnes Group Inc.
Annual Report on Form 10-K
for the year ended December 31, 1998
Exhibit No. Description Reference
- ----------- ----------- ---------
3.1 Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.1 to
the Company's report on Form 10-K for the
year ended December 31, 1997.
3.2 Amended and Restated By-Laws. Filed with this report.
4.1 Revolving Credit Agreement dated as of Incorporated by reference to Exhibit 4.1 to
December 1, 1991 among the Company and the Company's report on Form 10-K for the
several commercial banks. year ended December 31, 1996.
4.2 Sixth Amendment to Credit Agreement set Incorporated by reference to Exhibit 4.2 to
forth in Exhibit 4.1 dated as of December the Company's report on Form 10-K for the
1, 1997. year ended December 31, 1997.
4.3 Rights Agreement dated as of December 10, Incorporated by reference to Exhibit 1 to
1996, between the Company and ChaseMellon the Company's report on Form 8-A filed on
Shareholder Services, L.L.C. December 20, 1996.
4.4 Note Agreement dated as of September 16, Incorporated by reference to Exhibit 4.8 to
1991, among the Company and several the Company's report on Form 10-K for the
insurance companies. year ended December 31, 1996.
4.5 Note Purchase Agreement dated as of Incorporated by reference to Exhibit 4.9 to
December 1, 1995, between the Company and the Company's report on Form 10-K for the
several insurance companies. year ended December 31, 1995.
10.1 The Company's Management Incentive Incorporated by reference to Exhibit 10.1 to
Compensation Plan. the Company's report on Form 10-K for the
year ended December 31, 1995.
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Exhibit No. Description Reference
- ----------- ----------- ---------
10.2 The Company's Long Term Incentive Plan Incorporated by reference to Exhibit 10.2 to
the Company's report on Form 10-K for the
year ended December 31, 1995.
10.3 The Company's Retirement Benefit Incorporated by reference to Exhibit 10.3 to
Equalization Plan. the Company's report on Form 10-K for the
year ended December 31, 1995.
10.4 The Company's Supplemental Executive Incorporated by reference to Exhibit 10.4 to
Retirement Plan. the Company's report on Form 10-K for the
year ended December 31, 1995.
10.5 The Company's 1991 Stock Incentive Plan, as Filed with this report.
amended and restated May 15, 1998.
10.6 The Company's Non-Employee Director Incorporated by reference to Exhibit 10.7 to
Deferred Stock Plan. the Company's report on Form 10-K for the
year ended December 31, 1994.
10.7 The Company's Amended and Restated Incorporated by reference to Exhibit 10.8 to
Directors' Deferred Compensation Plan. the Company's report on Form 10-K for the
year ended December 31, 1996.
10.8 The Company's Senior Executive Enhanced Filed with this report.
Life Insurance Program, amended and
restated May 16, 1997.
10.9 The Company's Enhanced Life Insurance Incorporated by reference to Exhibit 10.12
Program. to the Company's report on Form 10-K for the
year ended December 31, 1993.
10.10 The Company's Supplemental Senior Officer Incorporated by reference to Exhibit 10.13
Retirement Plan. to the Company's report on Form 10-K for the
year ended December 31, 1996.
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Exhibit No. Description Reference
- ----------- ----------- ---------
10.11 The Company's Executive Officer Incorporated by reference to Exhibit 10.14
Change-In-Control Severance Agreement. to the Company's report on Form 10-K for the
year ended December 31, 1997.
10.12 Retirement Agreement dated as of July 6, Incorporated by reference to Exhibit 10 to
1998 between the Company and Theodore E. the Company's report on Form 10-Q for the
Martin. quarter ended June 30, 1998.
10.13 Amendment to Retirement Agreement set forth Filed with this
report. in Exhibit 10.12 dated as of
October 29, 1998.
10.14 Employment Agreement dated as of December Filed with this report.
8, 1998 between the Company and Edmund M.
Carpenter.
10.15 Severance Agreement dated as of February Filed with this report.
21, 1999 between the Company and Ali A.
Fadel.
13 Portions of the 1998 Annual Report to Filed with this report.
Stockholders
21 List of Subsidiaries. Filed with this report.
23 Consent of Independent Accountants. Filed with this report.
27 Financial Data Schedule Filed with this report.
The Company agrees to furnish to the Commission, upon request,
a copy of each instrument with respect to which there are outstanding issues of
unregistered long-term debt of the Company and its subsidiaries the authorized
principal amount of which does not exceed 10% of the total assets of the Company
and its subsidiaries on a consolidated basis.
Except for Exhibit 13, which will be furnished free of charge,
and Exhibits 21 and 23, which are included herein, copies of exhibits referred
to above will be furnished at a cost of twenty cents per page to security
holders who make a written request to the Secretary, Barnes Group Inc.,
Executive Office, 123 Main Street, P.O. Box 489, Bristol, Connecticut
06011-0489.
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