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
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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 1-04801 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.
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.
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Name: William V. Grickis, Jr.
Title: Vice President,
General Counsel
Dated: April 8, 1997
EXHIBIT INDEX
Exhibit No. Description
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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)