UNITED STATES
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
Date of Report (Date of earliest event reported): February 6, 2002
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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 or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
123 Main Street, Bristol, Connecticut 06010
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(Address of Principal Executive Offices) (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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 6, 2003, Barnes Group Inc. (the "Company") purchased all of
the membership interests of Kar Products, LLC ("Kar") from GC-Sun Holdings II,
L.P. ("GC-Sun"), and Barnes Group Canada Corp., a Canadian subsidiary of the
Company ("Barnes Canada"), purchased certain assets and the business of, and
assumed all of the liabilities (other than certain environmental and tax
liabilities) of, A. & H. Bolt & Nut Company Ltd. ("A&H Bolt"). GC-Sun and A&H
Bolt are affiliates of Glencoe Capital Partners II, L.P. ("Glencoe"). The
Company's purchase of the Kar membership interests (the "US Acquisition") and
Barnes Canada's purchase of the A&H Bolt assets and assumption of the A&H Bolt
liabilities (the "Canadian Acquisition") were consummated pursuant to the terms
of that certain Membership Interest and Asset Purchase Agreement dated as of
January 15, 2003, by and among the Company, Barnes Canada, Kar, A & H Bolt,
GC-Sun, A & H Bolt Holdings, Inc., GC-Sun, Inc., GC-Sun G.P. II, Inc., GC-Sun
G.P., Inc. and GC-Sun Holdings, L.P. (the "Purchase Agreement").
The aggregate purchase price for the US Acquisition was US $74.5
million, and the aggregate purchase price for the Canadian Acquisition was US
$4.0 million plus the assumption of the liabilities of A&H Bolt assumed by
Barnes Canada. The aggregate purchase price is subject to adjustment upward and
downward based upon any difference between $29.1 million and the consolidated
net worth of Kar and A&H Bolt as of February 5, 2003, determined in accordance
with the Purchase Agreement. The purchase price was determined through
negotiations conducted on an arms' length basis between the Company, Kar, A&H
Bolt, GC-Sun and Glencoe. During such negotiations, the parties considered,
among other things, the business and operations of Kar and A&H Bolt, their
customer, vendor and employee relationships, the condition of their assets,
their respective financial condition, the market for their services and their
future business prospects. Prior to the commencement of negotiations, there was
no material relationship between the parties or their respective affiliates,
directors, officers or associates.
The purchase price for the US Acquisition was satisfied by: (i) the
issuance by the Company to GC-Sun of 923,506 shares of common stock of the
Company, and (ii) the payment by the Company of cash of US $56,000,000 which was
funded with proceeds from borrowings by the Company under its revolving credit
agreement with eleven (11) banks led by Fleet Bank. The purchase price for the
Canadian Acquisition was paid by Barnes Canada from existing cash resources. The
Company granted certain registration rights to GC-Sun for the registration under
the Securities Act of 1933 of the shares of common stock issued to it in the US
Acquisition.
The assets of Kar and those of A&H Bolt that were the subject of the
Canadian Acquisition consisted primarily of inventory, agreements with
customers, vendors and employees, trademarks and the goodwill associated
therewith, employee benefit plans, and real property leases. Neither the Company
nor Barnes Canada acquired, directly or indirectly, title to any real property
as part of either transaction. As part of the Canadian Acquisition, Barnes Group
Canada has made employment offers to substantially all of the employees of A&H
Bolt.
Kar is in the business of the distribution of maintenance and repair
parts, fasteners, electrical components, chemicals, fluid flow, tools and other
related items (the "Business") in the
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United States, Mexico and Puerto Rico. The assets purchased from A&H Bolt in the
Canadian Acquisition were used by A&H Bolt in the conduct of the Business in
Canada. The Company intends, directly and through its subsidiaries, to continue
to use the assets of Kar and A&H Bolt to conduct the Business.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Kar and for the acquired business of A&H
Bolt will be filed by an amendment to this report, which amendment the Company
expects to file on or before April 22, 2003.
(b) Pro Forma Financial Information will be filed by an amendment to
this report, which amendment the Company expects to file on or before April 22,
2003.
(c) The following exhibits are filed as part of this Report:
Exhibit Number Exhibit Name
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Exhibit 2.1 Membership Interest and Asset Purchase Agreement
dated as of January 15, 2003 by and among Barnes
Group Inc., Barnes Group Canada Corp., Kar Products,
LLC, A. & H. Bolt & Nut Company Ltd., Sunsource
Canada Investment Company, GC-Sun Holdings II, L.P.,
A & H Bolt Holdings, Inc., GC-Sun, Inc., GC-Sun G.P.
II, Inc., GC-Sun G.P., Inc., and GC-Sun Holdings,
L.P.
Exhibit 4.1 Registration Rights Agreement dated as of
February 6, 2003 by and between Barnes Group Inc. and
GC-Sun Holdings II, L.P.
SIGNATURES
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.
Dated: February 20, 2003 BARNES GROUP INC.
By: /s/Signe S. Gates
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Name: Signe S. Gates
Title: Senior Vice President,
General Counsel and
Secretary
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EXHIBIT INDEX
Exhibit Number Exhibit Name Location
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Exhibit 2.1 Membership Interest and Asset Filed herewith
Purchase Agreement dated as of January
15, 2003 by and among Barnes Group Inc.,
Barnes Group Canada Corp., Kar Products,
LLC, A. & H. Bolt & Nut Company Ltd.,
Sunsource Canada Investment Company,
GC-Sun Holdings II, L.P., A & H Bolt
Holdings, Inc., GC-Sun, Inc., GC-Sun G.P.
II, Inc., GC-Sun G.P., Inc., and GC-Sun
Holdings, L.P.
Exhibit 4.1 Registration Rights Agreement dated Filed herewith
as of February 6, 2003 by and between
Barnes Group Inc. and GC-Sun Holdings II,
L.P.