-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U73ivt7i/5mc3vpqlmR2D0lh5qe1KJZjRDCAAPQZJOmMtv6sKOUnyKmvauyrjF4M 7d0H+QALpC6bqVzJdXE+Dw== 0000950123-03-000077.txt : 20030106 0000950123-03-000077.hdr.sgml : 20030106 20030106170328 ACCESSION NUMBER: 0000950123-03-000077 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030106 GROUP MEMBERS: ANGELICA URRA BERRIE GROUP MEMBERS: ILAN KAUFTHAL GROUP MEMBERS: JOSH WESTON GROUP MEMBERS: NORMAN SEIDEN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BENAROYA RAPHAEL/GRR/CRW/FS/JFW/CAL/JS CENTRAL INDEX KEY: 0000903414 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 365 WEST PASSAIC ST CITY: ROCHELLE PARK STATE: NJ ZIP: 07662 BUSINESS PHONE: 2129092000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RUSS BERRIE & CO INC CENTRAL INDEX KEY: 0000739878 STANDARD INDUSTRIAL CLASSIFICATION: DOLLS & STUFFED TOYS [3942] IRS NUMBER: 221815337 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-35778 FILM NUMBER: 03505485 BUSINESS ADDRESS: STREET 1: 111 BAUER DR CITY: OAKLAND STATE: NJ ZIP: 07436 BUSINESS PHONE: 2013379000 MAIL ADDRESS: STREET 2: 111 BAUER DRIVE CITY: OAKLAND STATE: NJ ZIP: 07436 FORMER COMPANY: FORMER CONFORMED NAME: BERRIE RUSS & CO INC DATE OF NAME CHANGE: 19920703 SC 13D 1 y82225sc13d.txt SCHEDULE 13D Page 1 of 13 Pages SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13d UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Russ Berrie and Company, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.10 stated value - -------------------------------------------------------------------------------- (Title of Class of Securities) 782233 10 0 - -------------------------------------------------------------------------------- (CUSIP Number) Joel I. Greenberg, Esq. Kaye Scholer LLP, 425 Park Avenue, New York, NY 10022 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 25, 2002 - -------------------------------------------------------------------------------- (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on 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). CUSIP No. 782233 10 0 13D Page 2 of 13 Pages 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Angelica Urra Berrie 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IN REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES 5,254 Common Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,851,602 Common Shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,254 Common Shares PERSON 10 SHARED DISPOSITIVE POWER WITH 2,851,602 Common Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,856,856 Common Shares 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 14.0% 14 TYPE OF REPORTING PERSON (See Instructions) IN CUSIP No. 782233 10 0 13D Page 3 of 13 Pages 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Josh Weston 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IN REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES 9,300 Common Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,771,988 Common Shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 9,300 Common Shares PERSON 10 SHARED DISPOSITIVE POWER WITH 2,771,988 Common Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,781,288 Common Shares 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13.6% 14 TYPE OF REPORTING PERSON (See Instructions) IN CUSIP No. 782233 10 0 13D Page 4 of 13 Pages 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Raphael Benaroya 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IN REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES 27,720 Common Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,771,988 Common Shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 27,720 Common Shares PERSON 10 SHARED DISPOSITIVE POWER WITH 2,771,988 Common Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,799,708 Common Shares 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13.7% 14 TYPE OF REPORTING PERSON (See Instructions) IN CUSIP No. 782233 10 0 13D Page 5 of 13 Pages 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Ilan Kaufthal 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IN REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES 21,000 Common Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,851,602 Common Shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 21,000 Common Shares PERSON 10 SHARED DISPOSITIVE POWER WITH 2,851,602 Common Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,872,602 Common Shares 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 14.0% 14 TYPE OF REPORTING PERSON (See Instructions) IN CUSIP No. 782233 10 0 13D Page 6 of 13 Pages 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Norman Seiden 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IN REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,771,988 Common Shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 2,771,988 Common Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,771,988 Common Shares 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13.5% 14 TYPE OF REPORTING PERSON (See Instructions) IN Page 7 of 13 Pages ITEM 1. SECURITY AND ISSUER This statement relates to the shares of common stock, $0.10 stated value per share ("Common Shares"), of Russ Berrie and Company, Inc., a New Jersey corporation (the "Company"), with principal executive offices at 111 Bauer Drive, Oakland, New Jersey 07436. ITEM 2. IDENTITY AND BACKGROUND (a) Angelica Urra Berrie, Josh Weston, Raphael Benaroya, Ilan Kaufthal and Norman Seiden are filing the statement jointly, pursuant to the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, as separate persons and not as members of a group. See Exhibit 1 for their Joint Filing Agreement. (b) - (c) Ms. Berrie is Vice President - Strategic Planning of the Company. Her business address is c/o the Company, 111 Bauer Drive, Oakland, NJ 07436. Mr. Weston serves as Honorary Chairman of Automatic Data Processing, Inc., a computerized transaction processing, data communication and information services company. The corporation's (and Mr. Weston's) business address is One ADP Boulevard, Roseland, NJ 07068. Mr. Benaroya is Chairman of the Board, President and Chief Executive Officer of United Retail Group, Inc., which operates a chain of retail specialty stores. The corporation's (and Mr. Benaroya's) business address is 365 West Passaic Street, Rochelle Park, NJ 07662. Mr. Kaufthal is Vice Chairman - Investment Banking of Bear, Stearns & Co., Inc., an investment banking firm. The firm's (and Mr. Kaufthal's) business address is 383 Madison Avenue, New York, NY 10179. Mr. Seiden is Vice President - Herrod Construction Company, a construction company. The corporation's (and Mr. Seiden's) business address is 200 Old Palisade Road, Suite 17D, Fort Lee, NY 07024. (d) - (e) During the last five years, none of Ms. Berrie and Messrs. Weston, Benaroya, Kaufthal and Seiden has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, the result of which proceeding such reporting person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of Ms. Berrie and Messrs. Weston, Benaroya, Kaufthal and Seiden is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Russell Berrie 2002A Trust (the "Trust") holds 2,771,988 Common Shares. Pursuant to the terms of the Trust Indenture of The Russell Berrie 2002A Trust, dated June 10, 2002 (the "Trust Indenture"), upon the death of Mr. Russell Berrie (which occurred on December 25, 2002), Ms. Berrie and Messrs. Weston, Benaroya, Kaufthal and Seiden became trustees of the Trust; Myron Rosner, who was a trustee, remains a trustee of the Trust. In addition, Ms. Berrie, Mr. Kaufthal and Mr. Rosner are designated to become executors of the Estate of Mr. Russell Berrie, which holds 79,614 Common Shares. With respect to other Common Shares that are beneficially owned by the reporting persons, Mr. Weston acquired Page 8 of 13 Pages the 300 Common Shares for cash; and Mr. Benaroya acquired the 720 Common Shares for cash. All options held by Ms. Berrie and Messrs. Weston, Benaroya and Kaufthal were granted pursuant to the Company's various stock option plans. ITEM 4. PURPOSE OF TRANSACTION The securities were acquired as described in Item 3 above. Each of the reporting persons intends to hold and dispose of the Common Shares held by the Trust, and, in the case of Ms. Berrie and Mr. Kaufthal, the Estate of Mr. Russell Berrie, in accordance with the Trust Indenture, and the Last Will and Testament of Mr. Russell Berrie, as applicable, their fiduciary duties, and the requirements of New Jersey law. The reporting persons may, in the future, depending on their assessment of the prospects of the Company and other factors, elect to acquire additional Common Shares or dispose of Common Shares. Except as described above, neither with respect to the Common Shares held by the reporting persons hereunder as trustees of the Trust or as executors under the Estate, nor with respect to any other Common Shares held by such reporting persons, are there any plans or proposals which the reporting persons may have which relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Aggregate amount and percentage of class beneficially owned by: (i) Angelica Urra Berrie -- 2,856,856 Common Shares (including options to acquire 5,254 Common Shares); 14.0% (ii) Josh Weston -- 2,781,288 Common Shares (including options to acquire 9,000 Common Shares); 13.6% (iii) Raphael Benaroya -- 2,799,708 Common Shares (including options to acquire 27,000 Common Shares); 13.7% (iv) Ilan Kaufthal -- 2,872,602 Common Shares (including options to acquire 21,000 Common Shares); 14.0% (v) Norman Seiden -- 2,771,988 Common Shares; 13.5% Percentage beneficial ownership is calculated based on 20,474,123 Common Shares outstanding as of November 4, 2002, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2002. Page 9 of 13 Pages With respect to Ms. Berrie, and Messrs. Kaufthal and Seiden, the share holdings disclosed herein do not include the 5,232,940 Common Shares beneficially owned by The Russell Berrie Foundation, a New Jersey Nonprofit Corporation (the "Foundation"), of which the foregoing, among others, are members of the board of trustees. Each of Ms. Berrie and Messrs. Kaufthal and Seiden disclaims beneficial ownership of all Common Shares beneficially owned by the Foundation. With respect to Ms. Berrie and Messrs. Weston, Benaroya, Kaufthal and Seiden, each of whom is a trustee of the Trust, the share holdings disclosed hereunder for each of them include the 2,771,988 Common Shares held by the Trust. With respect to Ms. Berrie and Mr. Kaufthal, each of whom is designated to be an executor of the Estate of Mr. Russell Berrie, the share holdings disclosed hereunder for each of them include the 79,614 Common Shares beneficially owned by the Estate of Mr. Russell Berrie. (b) (i) Angelica Urra Berrie has: (1) Sole power to vote or to direct the vote: 5,254 Common Shares, representing options to acquire 5,254 Common Shares (2) Shared power to vote or to direct the vote: 2,851,602 Common Shares (3) Sole power to dispose or to direct the disposition of: 5,254 Common Shares, representing options to acquire 5,254 Common Shares (4) Shared Power to dispose or to direct the disposition of: 2,851,602 Common Shares (ii) Josh Weston has: (1) Sole power to vote or to direct the vote: 9,300 Common Shares, representing 300 Common Shares and options to acquire 9,000 Common Shares (2) Shared power to vote or to direct the vote: 2,771,988 Common Shares (3) Sole power to dispose or to direct the disposition of: 9,300 Common Shares, representing 300 Common Shares and options to acquire 9,000 Common Shares (4) Shared Power to dispose or to direct the disposition of: 2,771,988 Common Shares Page 10 of 13 Pages (iii) Raphael Benaroya has: (1) Sole power to vote or to direct the vote: 27,720 Common Shares, representing 720 Common Shares and options to acquire 27,000 Common Shares (2) Shared power to vote or to direct the vote: 2,771,988 Common Shares (3) Sole power to dispose or to direct the disposition of: 27,720 Common Shares, representing 720 Common Shares and options to acquire 27,000 Common Shares (4) Shared Power to dispose or to direct the disposition of: 2,771,988 Common Shares (iv) Ilan Kaufthal has: (1) Sole power to vote or to direct the vote: 21,000 Common Shares, representing options to acquire 21,000 Common Shares (2) Shared power to vote or to direct the vote: 2,851,602 Common Shares (3) Sole power to dispose or to direct the disposition of: 21,000 Common Shares, representing options to acquire 21,000 Common Shares (4) Shared Power to dispose or to direct the disposition of: 2,851,602 Common Shares (v) Norman Seiden has: (1) Shared power to vote or to direct the vote: 2,771,988 Common Shares (2) Shared Power to dispose or to direct the disposition of: 2,771,988 Common Shares (c) None of Ms. Berrie and Messrs. Weston, Benaroya, Kaufthal and Seiden has effected any transaction in Common Shares during the past sixty days. Page 11 of 13 Pages (d) Except as described herein and except for Myron Rosner who is a trustee of the Trust and a designated executor of the Estate of Mr. Russell Berrie, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities covered by this Schedule 13D. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than as set forth herein, none of Ms. Berrie and Messrs. Weston, Benaroya, Kaufthal and Seiden has any contracts, arrangements, understandings or relationships (legal or otherwise) with another reporting person or any other person with respect to any securities of the Company. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS Exhibit 1 -- Joint Filing Agreement, dated January 2, 2003, among Ms. Berrie and Messrs. Weston, Benaroya, Kaufthal and Seiden. Page 12 of 13 Pages 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. Date: January 6, 2003 /s/ Angelica Urra Berrie --------------------------- Angelica Urra Berrie /s/ Josh Weston --------------------------- Josh Weston /s/ Raphael Benaroya --------------------------- Raphael Benaroya /s/ Ilan Kaufthal --------------------------- Ilan Kaufthal /s/ Norman Seiden --------------------------- Norman Seiden EX-99.1 3 y82225exv99w1.txt JOINT FILING AGREEMENT Page 13 of 13 Pages Exhibit 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to file jointly the Statement on Schedule 13D (the "Statement") relating to the Common Stock, $0.10 stated value per share, of Russ Berrie and Company, Inc., and any further amendments thereto which may be deemed necessary pursuant to Regulation 13D promulgated under Section 13 of the Securities Exchange Act of 1934, as amended. It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Statement, filed on behalf of each of the parties hereto. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument. IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the 2nd day of January, 2003. /S/ ANGELICA URRA BERRIE ------------------------------------ Angelica Urra Berrie /S/ JOSH WESTON ------------------------------------ Josh Weston /S/ RAPHAEL BENAROYA ------------------------------------ Raphael Benaroya /S/ ILAN KAUFTHAL ------------------------------------ Ilan Kaufthal /S/ NORMAN SEIDEN ------------------------------------ Norman Seiden -----END PRIVACY-ENHANCED MESSAGE-----