SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 0)/1/
BARNES GROUP, INC
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(Name of Issuer)
CLASS A COMMON STOCK
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(Title of Class of Securities)
067806109
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(CUSIP Number)
12/31/2001
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
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/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act,
but shall be subject to all other provisions of the Act (however, see the
Notes).
[Continued on the following pages]
CUSIP NO. 067806109 13G Page 2 of 4 Pages
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
Frank Russell Company
91-1175091
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4 Washington
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SOLE VOTING POWER
5
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY 3,814,260
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EACH SOLE DISPOSITIVE POWER
7 0
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8 3,814,260
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 3,814,260
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 20.72%
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TYPE OF REPORTING PERSON
12 HC
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CUSIP NO. 067806109 13G Page 3 of 4 Pages
Item 1
(a) Name of Issuer
BARNES GROUP, INC.
(b) Address of Issuer's Principal Executive Offices
123 Main Street
Bristol, CT 06010
Item 2
(a) Name of Person Filing
Frank Russell Company
(b) Address of Principal Business Office or, if none, Residence
909 A Street
Tacoma, WA 98402
(c) Citizenship
Washington
(d) Title of Class of Securities
CLASS A COMMON STOCK
(e) CUSIP Number
067806109
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under section 15 of the Act.
(b) [_] Bank as defined in section 3(a)(6) of the Act.
(c) [_] Insurance company as defined in section 3(a)(19) of the Act.
(d) [_] Investment company registered under section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G); see item 7;
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [ ]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
3,814,260 shares. All shares are held by Frank Russell Trust Company,
a wholly owned subsidiary of Frank Russell Company, as directed
trustee of Barnes Group Inc. Retirement Savings Plan; Barnes Group
Inc. Salaried Retirement Income Plan; and Pension Plan established by
Agreement between Barnes Group Inc. and the International Union,
United Automobile, Aerospace and Agricultural Employment Workers of
American, UAW and its Locals 38, 629 and 712.
(b) Percent of class: 20.72%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
(ii) Shared power to vote or to direct the vote 3,814,260
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of
3,814,260
CUSIP NO. 067806109 13G Page 4 of 4 Pages
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [_].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Frank Russell Trust Company holds all shares as directed trustee of the
Barnes Group Inc. Retirement Savings Plan; Barnes Group Inc. Salaried Retirement
Income Plan; and Pension Plan established by Agreement between Barnes Group Inc.
and the International Union, United Automobile, Aerospace and Agricultural
Employment Workers of America, UAW and its Locals 38, 629 and 712.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Frank Russell Trust Company, a non-depository trust company organized and
existing under the laws of the State of Washington.
Item 8. Identification and Classification of Members of the Group.
Not Applicable. This schedule is not being filed Pursuant to Rule
13d-1(b)(1)(ii)(J) or Rule 13d-1(d).
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
(a) The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(b):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect."
/s/ Deedra S. Walkey
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
By: /s/ Deedra S. Walkey
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Name: Deedra S. Walkey
Title: Assistant Secretary
Date: February 14, 2002