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
February 21, 1997
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(Date of earliest event reported)
Barnes Group Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 1-4801 06-0247840
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(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
123 Main Street, Bristol, Connecticut 06011-0489
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(Address of principal executive offices, including 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)
ITEM 5. OTHER EVENTS.
Barnes Group Inc. (the "Corporation") announced
on February 21, 1997 that its Board of Directors had
approved, among other things, a three-for-one stock split
of its issued common shares in the form of a 200% stock
dividend, subject to stockholder approval of an amendment
to the Company's Restated Certificate of Incorporation
(the "Proposed Amendment") which would, among other
things, increase the authorized number of shares of
common stock of the Corporation to 60 million shares from
the presently authorized 20 million shares. The Proposed
Amendment will be presented for stockholder approval at
the Corporation's April 2, 1997 annual meeting of
stockholders. If the Proposed Amendment receives the
requisite vote of stockholders, the stock dividend would
be paid to common stockholders of record as of the close
of business on April 3, 1997 and would be payable on
April 25, 1997.
ITEM 7(C) EXHIBITS.
99.1 Press Release dated February 21,
1997.
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 and
General Counsel
Dated: February 21, 1997