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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 [FEE REQUIRED] FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1994 OR
-----------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE
TRANSITION PERIOD FROM TO
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Commission file number 1-4801
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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 St., Bristol, Connecticut 06011-0489
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code 203/583-7070
--------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
------------------- on which registered
------------------------
Common Stock par value
----------------------------
$1.00 per share 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 $209,712,133 as of February 7,
1995.
The registrant had outstanding 6,437,865 shares of common stock
as of February 7, 1995.
Parts I and II incorporate information by reference from the
registrant's 1994 Annual Report to Stockholders. Part III
incorporates information by reference from the registrant's Proxy
Statement dated March 3, 1995.
Exhibit Index located at pages 16-18.
PART I
Item 1. Business.
---------
The Company is in three businesses: Bowman Distri-
bution, a distributor of consumable repair and replacement
products for industrial, heavy equipment, and transportation
maintenance markets; Associated Spring, a manufacturer and
distributor 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, automotive
parts, automotive specialties and accessories, general purpose
electric and gas welding supplies, industrial maintenance
supplies, and industrial aerosols such as adhesives, lubricants,
and sealants.
The products sold by Bowman Distribution are, for the
most part, not manufactured by the Company, but are obtained from
a number of outside suppliers. The vast majority of the products
are repackaged and sold under Bowman's labels.
Sales by Bowman Distribution in the United States and
Canada are primarily to industrial plants, chemical and petro-
chemical process industries, contractors, new car dealers,
garages, service stations, operators of vehicle fleets, and
airline ground maintenance facilities.
In 1992, the Company sold substantially all of the
assets of the Pioneer division of Bowman.
Associated Spring. Associated Spring manufactures and
-----------------
distributes 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
-----------------------
*As used in this annual report, "Company" refers to the
registrant and its consolidated subsidiaries except where the
context requires otherwise, and "Associated Spring," "Barnes
Aerospace," and "Bowman Distribution" refer to the above-defined
businesses, but not to separate corporate entities.
- 1 -
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.
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, meters and
other electrical and electronic equipment, aircraft, diesel and
other internal combustion engines, household appliances and
fixtures, hardware, office equipment, agricultural equipment,
railroad equipment, general machinery, firearms, and scientific
instruments.
The Associated Spring Distribution division is engaged
in the distribution of industrial products to the tool and die
market, of which die springs manufactured by Associated Spring
are the principal item. It also distributes certain standard
parts manufactured by Associated Spring consisting primarily of
stock wire and flat springs which are sold under the Company's
SPEC registered trademark. The Company has an exclusive
marketing agreement with Stroemsholmens Mekaniska Verkstad AB to
market Kaller nitrogen gas springs and systems in North America
and other specified countries.
Associated Spring also has manufacturing operations in
Brazil, Canada, Mexico, and Singapore, and distribution
operations in the United Kingdom and France. In 1992, the
Company closed its spring manufacturing plant in Dayton, Ohio.
In 1993, the Company closed its spring manufacturing plant in
Memphis, Tennessee and transferred the warehouse operations
conducted in Corry, Pennsylvania to a new warehouse facility
located in Ypsilanti, Michigan. In 1994, it closed its spring
manufacturing plants in Gardena, California, and Monterrey,
Mexico. 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
- 2 -
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 repair and overhaul of
jet engine components. Windsor Manufacturing, Windsor Airmotive,
and Advanced Fabrications constitute the Barnes Aerospace Group.
Windsor Manufacturing manufactures machined and
fabricated 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 deburring. Customers include
gas turbine engine manufacturers for commercial and military jets
as well as land-based turbines. In 1993, the operations of the
Company's Central Metal Products plant were consolidated with
Windsor Manufacturing.
Windsor Airmotive specializes in refurbishing jet
engine components. Electron beam welding and plasma spray are
two of the major processes used in this division, and customers
include approximately 30 airlines world-wide and the military.
Windsor Airmotive also has a facility in Singapore.
Advanced Fabrications, through its Jet Die and Flameco
plants, 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. It utilizes advanced manufacturing
processes including superplastic forming and diffusion bonding.
Segment Analysis.The analysis of the Company's revenue
-----------------
from sales to unaffiliated customers, operating income, and
identifiable assets by industry segments and geographic areas
appearing on pages 26 and 27 of the Company's 1994 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
- 3 -
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 $108,143,000 at the end of 1994, as compared
with $102,596,000 at the end of 1993. Of the 1994 year-end
backlog, $53,622,000 is attributable to the Barnes Aerospace
Group and all of the balance is attributable to the Associated
Spring Group. $16,067,000 of Barnes Aerospace's backlog is not
expected to be shipped in 1995. Substantially all of the
remainder of the Company's backlog is expected to be shipped
during 1995.
Raw Materials and Customers. None of the Company's
---------------------------
divisions or groups are 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. No one
customer accounted for more than 10% of total sales in 1994.
Automotive manufacturers continue to be important customers of
Associated Spring. Sales by Barnes Aerospace to two domestic jet
engine manufacturers accounted for approximately 50% of its
business. Bowman Distribution is not dependent on any one or a
few customers for a significant portion of its sales.
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 an existing product or service. The Company spent
approximately $2,640,000 on its research and development
activities in 1994, as compared to expenditures of approximately
$1,846,000 in 1993 and $1,145,000 in 1992. There were no
significant customer-sponsored research and development
activities in 1994. Barnes Aerospace divisions spent
approximately $495,000 in 1993 on customer-sponsored research and
development activities compared to expenditures of approximately
$6,882,000 in 1992.
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 4,200 persons.
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.
- 4 -
Item 2. Properties.
----------
The Company and its Canadian subsidiary operate 12
manufacturing plants and 15 warehouses at various locations
throughout the United States and Canada, of which all of the
plants and 6 of the warehouses are owned in fee, and the others
are leased. Of the properties which are owned, none is 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 the inside back cover of the 1994
Annual Report to Stockholders, included as Exhibit 13 to this
report, is incorporated by reference.
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.
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
No matter was submitted during the fourth quarter of
1994 to a vote of security holders.
The following information is included in accordance
with the provisions of Item 401(b) of Regulation S-K:
Executive Officers of the Company
---------------------------------
Age as of
December 31,
Executive Officer Position 1994
----------------- -------- ----------
A. Stanton Wells President and Chief Executive 63
Officer (since 1993)
Thomas O. Barnes Senior Vice President- 45
Administration (since 1993)
Mary Louise Beardsley Associate General Counsel 40
and Secretary (since 1994)
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Age as of
December 31,
Executive Officer Position 1994
----------------- -------- ----------
John E. Besser Senior Vice President-Finance 52
and Law (since 1993)
Francis C. Boyle, Jr. Assistant Controller 44
(since 1987)
Leonard M. Carlucci Vice President, Barnes Group 48
Inc. and General Manager,
Bowman U.S. (since 1994)
Ali A. Fadel Vice President, Barnes Group 39
Inc. and President,
Associated Spring (since 1994)
J. Gary Lewis Vice President, Barnes Group 50
Inc. and President, Bowman
Distribution (since 1994)
John J. Locher Vice President, Treasurer 50
(since 1992)
Theodore E. Martin Executive Vice President- 55
Operations (since 1993)
Except for Messrs. Barnes, Fadel, and Martin, 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
or her successor is chosen and qualified, or otherwise as
provided in the By-Laws. No family relationships exist among the
executive officers of the Company.
Mr. Barnes was elected Senior Vice President-
Administration effective December 16, 1993. From 1982 to 1993,
Mr. Barnes was employed by The Olson Brothers Company as
Executive Vice President and President, which position he held
since 1983. Prior to joining Olson Brothers, Mr. Barnes held a
variety of management positions with The Connecticut Bank and
Trust Company, The S. Carpenter Construction Company, and the
Company's Bowman Distribution division.
Mr. Fadel was elected Vice President of Barnes Group
Inc. and President, Associated Spring effective January 21, 1994.
Mr. Fadel joined the Company in 1991 as Group Director of
Advanced Engineering and Technology for Associated Spring. In
addition, Mr. Fadel served as Division Manager at the Associated
Spring plant in Saline, Michigan from 1992 to 1994. From 1989 to
to 1991, Mr. Fadel
- 6 -
was employed by Herman Miller, Inc. as Manager of Chemical
Engineering and Senior Project Manager. Prior to joining Herman
Miller, he held industrial and manufacturing engineering
positions at Chrysler Corp., General Dynamics Corp. and the
former Burroughs Corporation.
Mr. Martin was elected Executive Vice President-
Operations effective December 16, 1993. He joined the Company on
October 1, 1990 as Group Vice President, Associated Spring. In
December, 1991, his title was changed to President and Chief
Operating Officer of Associated Spring. Mr. Martin was
previously Corporate Vice President of Manufacturing for Herman
Miller, Inc. Prior to joining Herman Miller, he worked for
Bendix Corporation from 1981 to 1988 as Vice President of
Planning of its Industrial Group, Vice President and General
Manager of the Electronics Division, Vice President and General
Manager of the Filtration Systems Group and most recently served
as President of Bendix's Fram Canada business. Prior to 1981,
Mr. Martin held a variety of management positions with the
General Electric Company and was a senior consultant with Arthur
D. Little.
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 23 and 29 of the Company's 1994 Annual Report
to Stockholders is incorporated by reference. As of February 7,
1995, the Company's common stock was held by 3,583 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 pages 30 and 31 of the Company's 1994 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 11 through 13 of the Company's 1994 Annual
Report to Stockholders are incorporated by reference.
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Item 8. Financial Statements and Supplementary Data.
-------------------------------------------
The financial statements and report of independent
accountants appearing on pages 14 through 28 of the Company's
1994 Annual Report to Stockholders are incorporated by reference.
See also the reports of independent accountants included on pages
13 and 14 below pursuant to Item 302(a) of Regulation S-K. The
material under "Quarterly Data" on page 29 of the Company's 1994
Annual Report to Stockholders is also incorporated by reference.
Item 9. Changes and Disagreements with Accountants on
-------------------------------------------------------
Accounting and Financial Disclosure.
-----------------------------------
The material under "Approval of Selection of
Independent Accountants" on pages 13 and 14 of the Company's
Proxy Statement dated March 3, 1995 is incorporated by reference.
PART III
Item 10. Directors and Executive Officers of the Company.
-----------------------------------------------
The material under "Election of Directors" on pages 1
through 5 of the Company's Proxy Statement dated March 3, 1995 is
incorporated by reference. See also "Executive Officers of the
Company," included above pursuant to Item 401(b) of Regulation
S-K.
Item 11. Executive Compensation.
----------------------
The material under "Compensation of Directors"
appearing on page 6, the material under "Stock Plan for Non-
Employee Directors" appearing on page 7, and the information
appearing on pages 8 through 12 of the Company's Proxy Statement
dated March 3, 1995 is incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
---------------------------------------------------
Management.
----------
The information concerning this item appearing on pages
6 through 8 of the Company's Proxy Statement dated March 3, 1995
is incorporated by reference.
Item 13. Certain Relationships and Related Transactions.
----------------------------------------------
The information concerning this item appearing on page
6 of the Company's Proxy Statement dated March 3, 1995 is
incorporated by reference.
- 8 -
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
------------------------------------------------------
Form 8-K.
--------
(a) The reports of Price Waterhouse LLP and Ernst &
Young 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)
--------- ---------------
Reports of independent accountants 13 - 14 28
Consolidated balance sheets at 15
December 31, 1994 and 1993
Consolidated statements of income 14
for the years ended
December 31, 1994, 1993 and 1992
Consolidated statements of changes 17
in stockholders' equity for the
years ended December 31, 1994,
1993 and 1992
Consolidated statements of cash 16
flows for the years ended
December 31, 1994, 1993 and 1992
Notes to consolidated financial 18 - 28
statements
Supplementary information 29
Quarterly data (unaudited)
Consolidated schedules for the years
ended December 31, 1994, 1993
and 1992
VIII - Valuation and qualifying 15
accounts
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.
- 9 -
The consolidated financial statements listed in the
above index which are included in the Annual Report to Stock-
holders of Barnes Group Inc. for the year ended December 31,
1994 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 1994 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.
- 10 -
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 17, 1995
BARNES GROUP INC.
By /s/ A. Stanton Wells
-----------------------------
A. Stanton Wells
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/ A. Stanton Wells
---------------------------
A. Stanton Wells
President and Chief Executive Officer
(the principal executive officer) and Director
/s/ John E. Besser
---------------------------
John E. Besser
Senior Vice President-Finance and Law
(the principal financial officer)
/s/ Francis C. Boyle, Jr.
---------------------------
Francis C. Boyle, Jr.
Assistant Controller
(the principal accounting officer)
/s/ Thomas O. Barnes
---------------------------
Thomas 0. Barnes
Director
/s/ Wallace Barnes
--------------------------
Wallace Barnes
Director
- 11 -
/s/ Gary G. Benanav
---------------------------
Gary G. Benanav
Director
/s/ William S. Bristow, Jr.
---------------------------
William S. Bristow, Jr.
Director
/s/ Robert J. Callander
--------------------------
Robert J. Callander
Director
/s/ George T. Carpenter
---------------------------
George T. Carpenter
Director
/s/ Donna R. Ecton
---------------------------
Donna R. Ecton
Director
/s/ Marcel P. Joseph
---------------------------
Marcel P. Joseph
Director
/s/ Theodore E. Martin
----------------------
Theodore E. Martin
Director
/s/ Juan M. Steta
---------------------------
Juan M. Steta
Director
/s/ K. Grahame Walker
---------------------------
K. Grahame Walker
Director
- 12 -
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Barnes Group Inc.
Our audit of the consolidated financial statements referred to
in our report dated January 23, 1995 appearing on page 28 of
the 1994 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 year ended December 31, 1994 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/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Hartford, Connecticut
January 23, 1995
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REPORT OF INDEPENDENT AUDITORS
Stockholders and Board of Directors
Barnes Group Inc.
We have audited the consolidated balance sheet of Barnes Group
Inc. as of December 31, 1993 and the related consolidated
statements of income, stockholders' equity and cash flows for
each of the two years in the period ended December 31, 1993.
Our audits also included the financial statement schedule listed
in the Index at Item 14(a) for each of the two years in the period
ended December 31, 1993. These financial statements and schedule
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the
consolidated financial position of Barnes Group Inc. at
December 31, 1993 and the consolidated results of its
operations and its cash flows for each of the two years in the
period ended December 31, 1993, in conformity with generally
accepted accounting principles. Also, in our opinion, the
related financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.
As discussed in Note 1 to the consolidated financial
statements, the Company changed its methods of accounting
for income taxes and for certain postretirement and postemployment
benefits in the year ended December 31, 1992.
/s/ Ernst & Young LLP
Ernst & Young LLP
Hartford, Connecticut
January 28, 1994
- 14 -
BARNES GROUP INC.
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 1994, 1993 and 1992
(in thousands)
Provision
Balance at charged to Balance at
beginning costs and end of
of year expenses (Deductions(1) Year
---------- ---------- -------------- ----------
1994
Allowance
for doubtful
accounts $2,217 $1,523 $ 518 $3,222
1993
Allowance
for doubtful
accounts $2,332 $1,095 $1,210 $2,217
1992
Allowance
for doubtful
accounts $2,348 $1,558 $1,574 $2,332
(1) Write-offs, net of recoveries
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EXHIBIT INDEX
-------------
Barnes Group Inc.
Annual Report on Form 10-K
for year ended December 31, 1994
--------------------------------
Exhibit No. Description Reference
----------- ----------- ---------
3.1 Restated Certificate of Incorporated by reference
Incorporation, as amended. to Exhibit 3.1 to the
Company's report on Form
10-K for the year ended
December 31, 1992.
3.2 By-Laws. Filed with this report.
4.1 Revolving Credit Agreement Incorporated by reference
dated as of December 1, to Exhibit 4.1 to the
1991 among the Company and Company's report on Form
several commercial banks. 10-K for the year ended
December 31, 1991.
4.2 First Amendment to Credit Incorporated by reference
Agreement set forth in to Exhibit 4.2 to the
Exhibit 4.1 dated as of Company's report on Form
December 1, 1992. 10-K for the year ended
December 31, 1992.
4.3 Second Amendment to Credit Incorporated by reference
Agreement set forth in to Exhibit 4.3 to the
Exhibit 4.1 dated as of Company's report on Form
December 1, 1993. 10-K for the year ended
December 31, 1993.
4.4 Third Amendment to Credit Filed with this report.
Agreement set forth in
Exhibit 4.1 dated as of
December 1, 1994.
4.5 Rights Agreement dated as Incorporated by reference
of July 16, 1986 between to Exhibit 4.2 to the
the Company and The Company's report on Form
Connecticut Bank & Trust 10-K for the year ended
Company, National December 31, 1991.
Association.
4.6 Amendment to the Rights Incorporated by reference
Agreement set forth in to Exhibit 4.4 to the
Exhibit 4.4 dated Company's report on Form
July 15, 1990. 10-K for the year ended
December 31, 1990.
- 16 -
Exhibit No. Description Reference
----------- ----------- ---------
4.7 Note Agreement dated as of Incorporated by reference
September 16, 1991 among to Exhibit 4.4 to the
the Company and several Company's report on Form
insurance companies. 10-K for the year ended
December 31, 1991.
10.1 The Company's Management Filed with this report.
Incentive Compensation
Plan.
10.2 The Company's Long Term Filed with this report.
Incentive Plan.
10.3 The Company's Retirement Incorporated by reference
Benefit Equalization Plan. to Exhibit 10.3 to the
Company's report on Form
10-K for the year ended
December 31, 1990.
10.4 The Company's Supplemental Filed with this report.
Executive Retirement Plan.
10.5 The Company's 1981 Stock Incorporated by reference
Incentive Plan. to Exhibit 10.5 to the
Company's report on Form
10-K for the year ended
December 31, 1991.
10.6 The Company's 1991 Stock Filed with this report.
Incentive Plan.
10.7 The Company's Non-Employee Filed with this report.
Director Deferred Stock Plan.
10.8 The Company's Directors' Incorporated by reference
Deferred Compensation Plan. to Exhibit 10.8 to the
Company's report on Form
10-K for the year ended
December 31, 1992.
10.9 Consulting Agreement dated Filed with this report.
as of April 1, 1994
between the Company and
Wallace Barnes.
- 17 -
Exhibit No. Description Reference
----------- ----------- ---------
10.10 The Company's Officer Incorporated by reference
Enhanced Life Insurance to Exhibit 10.11 to the
Program. Company's report on Form
10-K for the year ended
December 31, 1993.
10.11 The Company's Enhanced Incorporated by reference
Life Insurance Program. to Exhibit 10.12 to the
Company's report on Form
10-K for the year ended
December 31, 1993.
13 Portions of the 1994 Annual Filed with this report.
Report to Stockholders.
16 Letter from Ernst & Young Incorporated by reference
LLP Regarding Change in to Exhibit 16 to the
Certifying Accountant. Company's report on Form
8-K filed on March 4, 1994.
22 List of Subsidiaries. Filed with this report.
23.1 Consent of Independent Filed with this report.
Accountants.
23.2 Consent of Independent Filed with this report.
Auditors.
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 22, 23.1 and 23.2, 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 written request therefor to The Secretary, Barnes Group
Inc., Executive Office, 123 Main Street, P.O. Box 489,
Bristol, Connecticut 06011-0489.
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