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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, 1999
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 Identification No.)
incorporation or organization)
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 $219,456,001 as of January 31, 2000. The registrant
had outstanding 18,665,027 shares of common stock as of January 31, 2000.
DOCUMENTS INCORPORATED BY REFERENCE:
Parts I and II incorporate information by reference from the registrant's 1999
Annual Report to Stockholders. Part III incorporates information by reference
from the registrant's Proxy Statement dated March 15, 2000.
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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: Associated Spring, a manufacturer of custom-made
springs and other close-tolerance engineered metal components; Barnes Aerospace,
a manufacturer of precision machined and fabricated assemblies for the aircraft
and aerospace industries and a refurbisher of jet engine components; and Bowman
Distribution, a distributor of consumable repair and replacement products for
industrial, heavy equipment, and transportation maintenance markets.*
Associated Spring. Associated Spring manufactures a wide variety of
custom metal parts for mechanical and electrical purposes. It is equipped to
produce a broad array of springs 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 hundreds of millions. Associated Spring does not produce leaf springs
or bed springs.
Associated Spring is also engaged in the manufacture and
distribution of nitrogen gas springs which are sold under the Company's
Hyson(TM) and Kaller(R) trademarks.
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 its custom metal parts perform, Associated
Spring's output is characterized by little standardization, with the major
portion being manufactured to customer specifications.
Associated Spring's customer base is large and diverse, including
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. The
automotive and electronic industries are the largest markets for its products.
- -----------------
* 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.
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Associated Spring has manufacturing operations in the United States,
Brazil, Canada, Mexico, Singapore, and Sweden. 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 fabrication and
precision machining of components for turbine engines and airframes, the
overhaul and repair of turbine engine components, and contract manufacturing.
The Windsor, Advanced Fabrications, Windsor Airmotive and Ceramics Divisions
constitute the Barnes Aerospace Group.
The Windsor Division, located in Windsor, Connecticut, 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, rotary, continuous dress and creep-feed grinding,
multi-axis milling and turning, and automated de-burring. Customers include gas
turbine engine manufacturers for commercial and military jets as well as
land-based turbines.
The Advanced Fabrications Division consists of two facilities
located in Lansing, Michigan, and Ogden, Utah. Both plants specialize in hot,
cold and superplastic forming and fabricating titanium and other
high-temperature alloys such as hastelloy and inconel. Complex components, kits
and assemblies produced by this division are used in aircraft engine and
airframe applications. Additional key processes include diffusion bonding, laser
and water jet cutting, complex assembly, multi-axis milling, and welding.
Advanced Fabrications' customers include airframe and gas turbine engine
manufacturers for commercial and military jets.
The Windsor Airmotive Division, with facilities located in Windsor,
Connecticut and Singapore, specializes in the overhaul and repair of turbine
engine components including major high- and low-pressure cases, seal fin and
knife edge restoration, rotating and non-rotating air seals and internal case
supports. Processes performed at these facilities include electron beam welding,
gas tungsten and metal arc welding, plasma coating, vacuum brazing,
non-destructive testing, water jet cleaning, milling and turning. Customers
include worldwide major airlines and engine overhaul businesses and the United
States military.
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The Ceramics Division, located in Windsor, Connecticut, provides
contract manufacturing services for high technology manufacturing industries.
Various offload and just-in-time processes are performed in a facility which
includes clean room space.
Bowman Distribution. Bowman Distribution is engaged in distributing
in the United States, Canada, Mexico, Brazil, the United Kingdom, Ireland and
France, a variety of replacement parts, industrial maintenance supplies, and
related value-added services, including inventory management and procurement.
Bowman Distribution is also engaged in the distribution of die
springs and nitrogen gas 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,
through its Raymond Distribution business. 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. Except where there is high brand awareness, the vast majority
of these products are repackaged and sold under Bowman's labels.
Sales by Bowman Distribution 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.
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 area appearing on pages 22 through 24 of the Company's 1999 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 $135,647,000 at the end of 1999, as compared with $169,883,000 at
the end of 1998. Of the 1999 year-end backlog, $79,900,000 is attributable
to the Barnes
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Aerospace Group and all of the balance is attributable to the Associated Spring
Group. $10,762,000 of Barnes Aerospace's backlog is not expected to be shipped
in 2000. Substantially all of the remainder of the Company's backlog is expected
to be shipped during 2000.
Raw Materials and Customers. None of the Company's divisions or
segments is dependent upon any single source for any of its 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
1999. 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 51% 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
significantly improving existing products or services. The Company spent
approximately $4,272,000 on its research and development activities in 1999, as
compared to expenditures of approximately $3,673,000 in 1998 and $3,625,000 in
1997. 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 4,000 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 operating subsidiaries conduct business at 18
manufacturing plants and 22 warehouses at various locations throughout the
world. All of the plants, except the two locations in Singapore, and 5 of the
warehouses are owned. Associated Spring-Asia has a long-term lease on the land
but owns the building. Of the properties that are owned, none is subject to any
encumbrance. A listing of the principal facility locations of each of the
Company's businesses is set forth below. In 1999, the Company closed a
manufacturing facility located in Arden, North Carolina.
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BARNES GROUP INC. BOWMAN DISTRIBUTION
- ----------------- -------------------
Headquarters -- Bristol, CT (0) + Headquarters -- Cleveland, OH (L)
+ Distribution Operations
ASSOCIATED SPRING - United States
- ----------------- Arlington, TX (L)
+ Headquarters -- Farmington, CT (L) Auburn, WA (L)
+ Manufacturing Plants Bakersfield, CA (L)
- United States Buena Park, CA (L)
Brecksville, OH (O) Columbus, OH (L)
Bristol, CT (O) Edison, NJ (L)
Corry, PA (O) Elizabethtown, KY (O)
Dallas, TX (O) Las Vegas, NV (L)
Milwaukee, WI (O) Lawrenceville, GA (L)
Saline, MI (O)
Syracuse, NY (O) - International
Concord, Ontario, Canada (O)
- International Edmonton, Alberta, Canada (O)
Burlington, Ontario, Canada (O) Moncton, New Brunswick, Canada (O)
Campinas, Brazil (O) Corsham, United Kingdom (L)
Mexico City, Mexico (O) Voisins Le Bretonneux, France (L)
Republic of Singapore (L-Land
O-Bldg.) + Raymond Distribution
Tranas, Sweden (O) Headquarters -- Maumee, OH (L)
Distribution Operations
BARNES AEROSPACE - United States
- ---------------- Arlington, TX (L)
+ Headquarters -- Windsor, CT (O) Buena Park, CA (L)
+ Manufacturing Plants New Berlin, WI (L)
- United States Ypsilanti, MI (O)
East Granby, CT (O)
Windsor, CT (2 - O) - International
Lansing, MI (O)x Burlington, Ontario, Canada (O)
Ogden, UT (O) Campinas, Brazil (O)
Evesham, United Kingdom (L)
- International Mexico City, Mexico (L)
Republic of Singapore (L) Montingy, France (L)
Mullingar, Ireland (L)
Note:
- -----
L = Leased from a third party
O = Owned
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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 1999 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 17 through 19 of the Company's 1999 Annual Report to Stockholders is
incorporated by reference. As of January 31, 2000, the Company's common stock
was held by 2,850 stockholders of record. The Company's common stock is traded
on the New York Stock Exchange under the symbol "B".
Item 6. Selected Financial Data.
The selected financial data for the last five years contained on
page 26 of the Company's 1999 Annual Report to Stockholders are 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 5 through 8 of the Company's 1999 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 9 through 24 of the Company's 1999 Annual Report to
Stockholders are incorporated by reference. See also the report of independent
accountants included on page 15 below pursuant to Item 302(a) of Regulation S-K.
The material under "Quarterly Data" on page 25 of the Company's 1999 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 For A Three-Year Term" on
pages 1 through 3, and the material under "Section 16(a) Beneficial Ownership
Reporting Compliance" on page 5, of the Company's Proxy Statement dated March
15, 2000 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, 1999
- ----------------- -------- -----------------
Edmund M. Carpenter President and Chief Executive 58
Officer (since 1998)
John R. Arrington Senior Vice President, Human 53
Resources (since 1998)
Cedric D. Beckett Vice President, Barnes Group 35
Inc.(since 1997) and President,
Bowman Distribution (since 1999)
Francis C. Boyle, Jr. Vice President, Controller (since 49
1997) and Acting Chief Financial
Officer (since 1999)
Leonard M. Carlucci Vice President, Barnes Group Inc. 53
(since 1994) and President,
Associated Spring (since 1999)
Joseph D. DeForte Vice President, Tax (since 1999) 57
Signe S. Gates Senior Vice President, General 50
Counsel and Secretary (since 1999)
Philip A. Goodrich Vice President, Business 43
Development (since 1999)
John J. Locher Vice President, Treasurer (since 55
1992)
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Age as of
Executive Officer Position December 31, 1999
- ----------------- -------- -----------------
Gregory F. Milzcik Vice President, Barnes Group Inc. 40
and President, Barnes Aerospace
(since 1999)
Harry G. Saddock, Jr. Vice President, Barnes Group Inc. 48
and Vice President, Operations,
Associated Spring (since 1998)
Except for Messrs. Carpenter, Arrington, DeForte, Goodrich, and
Milzcik, and Ms. Gates, 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, except Mr. Carpenter who holds office pursuant to an employment
agreement with the Company, which is incorporated as Exhibit 10.12 to this
report. No family relationships exist among the executive officers of the
Company.
Mr. Carpenter joined the Company as President and Chief Executive
Officer in December 1998. From 1996 to 1998, Mr. 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, semiconductor, 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. DeForte joined the Company as Vice President, Tax in August
1999. From 1997 to 1999, Mr. DeForte was Vice President and Chief Financial
Officer of Loctite Corporation, a manufacturer and distributor of adhesives
and sealants. From 1988 to 1997, Mr. DeForte was Vice President, Tax,
Loctite Corporation. In 1997, Loctite Corporation became a subsidiary of
Henkel KGaA.
Mr. Goodrich joined the Company as Vice President, Business
Development in November 1999. From 1996 to 1998, Mr. Goodrich was Senior Vice
President, Corporate Development of AMETEK, Inc., a manufacturer of electric
motors and electron equipment. From 1991 to 1995, Mr. Goodrich was Vice
President,
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Corporate Development, General Signal Corporation, a manufacturer of capital
equipment and instruments for the process control, electrical, semiconductor,
and telecommunications industries.
Mr. Milzcik joined the Company as Vice President, Barnes Group
Inc. and President, Barnes Aerospace in June 1999. From 1997 to 1999, Mr.
Milzcik was Vice President and General Manager of International Operations of
Lockheed Martin Aircraft and Logistics, an aerospace manufacturing and
service company. From 1994 to 1997, Mr. Milzcik was Group Vice President,
Manufacturing and Overhaul of Precision Standard, Inc., an aerospace
structure manufacturing and engineering services company.
Ms. Gates joined the Company as Senior Vice President, General
Counsel and Secretary in June 1999. From 1996 to 1999, Ms. Gates was Vice
President, General Counsel and Corporate Secretary of Axel Johnson Inc., a
manufacturing, distribution and service company in the energy,
telecommunications and environmental industries. From 1992 to 1996, Ms. Gates
was an Assistant General Counsel, General Signal Corporation, a manufacturer of
capital equipment and instruments for the process control, electrical,
semiconductor, and telecommunications industries.
Item 11. Executive Compensation.
The information under "Compensation of Directors" appearing on pages
3 through 4, and the information under "Compensation," "Stock Options,"
"Long-Term Incentive Plan Awards," "Pension Plans," "Employment Agreement," and
"Change-In-Control Agreements" appearing on pages 9 through 14 of the Company's
Proxy Statement dated March 15, 2000, are incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information concerning this item appearing on pages 5 through 6
of the Company's Proxy Statement dated March 15, 2000, 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
to
Form 10-K Stockholders
(page) (page)
------ ------
Report of independent accountants 15 24
Consolidated balance sheets at December 31, 10
1999 and 1998
Consolidated statements of income for the 9
years ended December 31, 1999, 1998 and 1997
Consolidated statements of changes in 12
stockholders' equity for the years ended
December 31, 1999, 1998 and 1997
Consolidated statements of cash flows for the 11
years ended December 31, 1999, 1998 and 1997
Notes to consolidated financial statements 13-24
Supplementary information 25
Quarterly data (unaudited)
Consolidated schedule for the years ended December
31, 1999, 1998 and 1997:
Schedule II - Valuation and Qualifying 16
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.
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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, 1999, are hereby incorporated by reference. With the
exception of the pages listed in the above index and in Items 1, 5, 6, 7 and 8,
the 1999 Annual Report to Stockholders is not to be deemed filed as part of this
report.
(b) Reports on Form 8-K
Other than the report on Form 8-K/A dated August 30, 1999 that
was filed with the Commission on November 12, 1999 and
previously reported, 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 17
through 19 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: March 17, 2000
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
- ------------------------------------------
Edmund M. Carpenter
President and Chief Executive Officer
(principal executive officer) and Director
/s/ Francis C. Boyle, Jr.
- ------------------------------------------
Francis C. Boyle, Jr.
Vice President, Controller and
Acting Chief Financial Officer
(principal accounting and financial officer)
/s/ Thomas O. Barnes
- ------------------------------------------
Thomas O. Barnes
Director
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/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/ Robert W. Fiondella
- ------------------------------------------
Robert W. Fiondella
Director
/s/ Frank E. Grzelecki
- ------------------------------------------
Frank E. Grzelecki
Director
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[PricewaterhouseCoopers LLP Logo]
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Barnes Group Inc.
Our audits of the consolidated financial statements referred to in our report
dated February 8, 2000 appearing on page 24 of the 1999 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 listed in Item
14(a)(2) 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
Hartford, Connecticut
February 8, 2000
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BARNES GROUP INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 1999, 1998 and 1997
(in thousands)
Provision
Balance at Charged to Balance
Beginning Costs and at End of
of Year Expenses(1) Deductions(2) Year
------- --------- ----------- ----
1999
Allowance for $2,413 $1,343 $ 427 $3,329
doubtful
accounts
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
- --------------
(1) The increase in the 1999 expense was a result of the complications
encountered during the implementation of a new integrated management system at
Bowman Distribution. The significant decrease in 1998 expense compared to 1997
resulted from Bowman Distribution's successful efforts to improve the recovery
of previously reserved receivables.
(2) 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, 1999
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. Incorporated by reference to Exhibit 3.2 to
the Company's report on Form 10-K for the
year ended December 31, 1998.
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.
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19
Exhibit No. Description Reference
- ----------- ----------- ---------
4.6 Note Agreement dated as of November 12, Filed with this report.
1999, between 3031786 Nova Scotia Company,
a wholly owned subsidiary of the Company,
and several insurance companies; and
related Guaranty Agreement between the
Company and such insurance companies.
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.
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 Incorporated by reference to Exhibit 10.5 to
amended and restated May 15, 1998. the Company's report on Form 10-K for the
year ended December 31, 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.
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20
Exhibit No. Description Reference
- ----------- ----------- ---------
10.8 The Company's Senior Executive Enhanced Incorporated by reference to Exhibit 10.8 to
Life Insurance Program, amended and the Company's report on Form 10-K for the
restated May 16, 1997. year ended December 31, 1998.
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.
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 Employment Agreement dated as of December Incorporated by reference to Exhibit 10.14
8, 1998 between the Company and Edmund M. to the Company's report on Form 10-K for the
Carpenter. year ended December 31, 1998.
13 Portions of the 1999 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-five 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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