0001531612-13-000012.txt : 20130925 0001531612-13-000012.hdr.sgml : 20130925 20130925170009 ACCESSION NUMBER: 0001531612-13-000012 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130925 DATE AS OF CHANGE: 20130925 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BARRY R G CORP /OH/ CENTRAL INDEX KEY: 0000749872 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 314362899 STATE OF INCORPORATION: OH FISCAL YEAR END: 0703 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-35378 FILM NUMBER: 131115003 BUSINESS ADDRESS: STREET 1: 13405 YARMOUTH RD NW CITY: PICKERINGTON STATE: OH ZIP: 43147 BUSINESS PHONE: 6148646400 MAIL ADDRESS: STREET 1: 13405 YARMOUTH RD NW CITY: PICKERINGTON STATE: OH ZIP: 43147 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cove Street Capital, LLC CENTRAL INDEX KEY: 0001531612 IRS NUMBER: 275376591 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2321 ROSECRANS AVENUE STREET 2: SUITE 3275 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 424-221-5897 MAIL ADDRESS: STREET 1: 2321 ROSECRANS AVENUE STREET 2: SUITE 3275 CITY: EL SEGUNDO STATE: CA ZIP: 90245 SC 13D 1 dfz13D09252013.txt 13D + EXHIBIT 1 SC 13D 13D FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) R.G. Barry Corporation ------------------------------------------------------------ (Name of Issuer) Common Stock ------------------------------------------------------------ (Title of Class of Securities) 068798107 ------------------------------------------------------------ (CUSIP NUMBER) Daniele Beasley Cove Street Capital LLC 2321 Rosecrans Avenue, Suite 3275 El Segundo, CA 90245 Tel No. 424.221.5897 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 18, 2013 ----------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ X ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this coverage 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 disclosures provided in a prior cover page. The information required on the remainder of this coverage 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). CUSIP: 068798107 --------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cove Street Capital, LLC I.R.S. IDENTIFICATION NO 27-5376591 --------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] N/A (b) [ ] --------------------------------------------------------------- 3 SEC USE ONLY --------------------------------------------------------------- 4 SOURCE OF FUNDS 00 --------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] N/A --------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware --------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER O SHARES --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 479,809 OWNED BY --------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING --------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 479,809 --------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 479,809 --------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] --------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% --------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA Item 1. Security and Issuer This statement on Schedule 13D relates to the Common Stock of R.G. Barry Corporation. The address of the Issuers principal executive offices is 13405 Yarmouth Road NW, Pickerington, OH 43147. Item 2. Identity & Background a) This statement on Schedule 13D is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, by Cove Street Capital, LLC (CSC). b) The address of the principal office of Cove Street Capital, LLC is: 2321 Rosecrans Avenue, Suite 3275, El Segundo, CA 90245 c) The principal business of CSC is as an Investment Adviser. d) CSC, nor any of its members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e) CSC, nor any of its members was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws. f) Cove Street Capital, LLC, a Delaware limited liability company. Item 3. Source and Amount of Funds or Other Consideration CSC in its capacity as an Investment Adviser will purchase on behalf of its clients. No monies are borrowed for such an acquisition. Item 4. Purpose of Transaction On behalf of its clients, CSC acquired shares in R.G. Barry Corporation with the belief that the Common Stock represents an attractive investment opportunity. CSC is filing a 13-D to share its recent letter to the Board of Directors (Exhibit 1) in which we call upon the Board to publically announce that in response to a recent filing by Mill Road Capital to acquire R.G. Barry Corporation for $20 per share, that the Board will hire a qualified financial advisor or investment banker and engage in a thorough evaluation of all strategic alternatives, including a sale to Mill Road or other parties at a price which represents the end result of an open auction process. CSC may wish to engage in a constructive dialogue with officers, directors and other representatives of the Issuer, as well as the Issuers shareholders; topics of discussion may include, but are not limited to, the Issuers markets, operations, competitors, prospects, strategy, personnel, directors, ownership and capitalization. CSC may also enter into confidentiality or similar agreements with the Issuer and, subject to such an agreement or otherwise, exchange information with the Issuer. The Securities reported in this filing have been purchased and held for investment purposes on behalf of client accounts in which CSC has discretionary investment and voting power. CSC intends to seek to participate in discussions with the management of the Issuer intended to maximize shareholder value, which may include proposals to change its capitalization. In addition, CSC, subject to applicable legal requirements, may in the future acquire additional securities of the Issuer on behalf of CSC's clients or dispose of some or all of CSC's current holdings of the Securities in the ordinary course of CSC's business and the management of its client accounts. Item 5. Interest in Securities of the Issuer a) & b) CSC has discretionary investment and voting power on 479,809 shares of common stock which constitutes approximately 4.2% of the shares outstanding. All ownership percentages herein assume that there are 11,419,000 shares outstanding. c) The following table sets forth all transactions with respect to the Shares affected since July 27, 2013. Purchases and sells have been aggregated daily and were conducted in the ordinary course of business on the open market for cash. Date of Transaction Buy/Sell Share Amount Price Per Share 7/29/2013 Sell 50 17.580 8/6/2013 Buy 1,520 17.680 8/6/2013 Sell 5,050 17.638 8/7/2013 Sell 450 17.571 9/10/2013 Sell 70 16.660 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as otherwise described in this Schedule 13D, including the Exhibit attached hereto, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among CSC, or between any third party, with respect to any securities of the Issuer. Item 7. Material to Be Filed as Exhibits Exhibit 1: Letter To Management 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. Dated: September 25, 2013 Cove Street Capital, LLC By: /S/ Daniele Beasley ---------------------------------- Daniele Beasley, President & CCO Exhibit 1: Letter To Management September 18, 2013 Board of Directors R.G. Barry Corporation 13405 Yarmouth Road N.W. Pickerington, Ohio 43147 To the Members of the Board: Cove Street Capital is a Los Angeles based investment manager that presently owns 479,809 shares of RG Barry, representing 4.2% of RG Barry's shares outstanding. To echo the thoughts of Mill Road Capital, we also think that Greg and his management team have done an excellent job and we agree with the Mill Road premise that it is difficult for a company the size of RG to achieve a premium value in the public markets. As to whether $20 is the 'right' price for an offer to take the company private, we profess no firm opinion. What we do strongly believe is that the Board of Directors should immediately hire a reputable investment banker and conduct an appropriately open process with the goal of establishing the 'correct' price for a transaction. In our opinion, the Board's public letter in response to Mill Road was vague as to the steps the company will undertake to evaluate the proposal. Furthermore, given the standard legalese involving such a process, publically stating the intention to hire said investment banker and subsequently conducting a thorough process to achieve the highest value for all shareholders seems like a reasonable and minimum hurdle to properly discharge the Board's fiduciary responsibility to shareholders. Sincerely, /S/ Jeffrey Bronchick, CFA Principal, Cove Street Capital LLC