-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, SZncs65hr/Zb4/X0kZdGKT8OFunpk4runU/KLWR0cOR2++W3FVbhtwMJBrMWdInu UnlAfKR8UdRVEujxley5DQ== 0000896463-95-000021.txt : 19950515 0000896463-95-000021.hdr.sgml : 19950515 ACCESSION NUMBER: 0000896463-95-000021 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950213 SROS: AMEX SROS: BSE SROS: CBOE 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35378 FILM NUMBER: 95509408 BUSINESS ADDRESS: STREET 1: 13405 YARMOUTH RD NW CITY: PICKERINGTON STATE: OH ZIP: 43147 BUSINESS PHONE: 6148646400 MAIL ADDRESS: STREET 2: 13405 YARMOUTH RD NW CITY: PICKERINGTON STATE: OH ZIP: 43147 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZACKS GORDON CENTRAL INDEX KEY: 0000904176 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 13405 YARMOUTH RD NW CITY: PICKERING STATE: OH ZIP: 43147 BUSINESS PHONE: 6148646400 MAIL ADDRESS: STREET 1: 13405 YARMOUTH RD NW CITY: PICKERING STATE: OH ZIP: 43147 SC 13D/A 1 This document serves as a restatement of the reporting person's Schedule 13D and previous amendments thereto in accordance with Rule 101(a)(2)(ii) of Regulation S-T. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* R. G. Barry Corporation _________________________________________________________________ (Name of Issuer) Common Shares, par value $1.00 per share _________________________________________ (Title of Class of Securities) 068798-10-7 ___________________________________________ (CUSIP Number) Richard L. Burrell R. G. Barry Corporation 13405 Yarmouth Road, N.W. Pickerington, OH 43147 (614) 864-6400 _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Not Applicable - Voluntary Filing _________________________________________________________________ (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. _____ Check the following box if a fee is being paid with this statement ____. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). Page 1 of 13 Pages SCHEDULE 13D CUSIP NO. 068798-10-7 Page 2 of 13 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Gordon Zacks 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) ____ (b) ____ 3. SEC USE ONLY: 4. SOURCE OF FUNDS*: Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER: 613,151 8. SHARED VOTING POWER: -0- 9. SOLE DISPOSITIVE POWER: 287,878 10. SHARED DISPOSITIVE POWER: -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 613,151 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.1% 14. TYPE OF REPORTING PERSON*: IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. AMENDMENT NO. 14 TO SCHEDULE 13D Item 1. Security and Issuer. This Amendment No. 14 to the Schedule 13D (the "Schedule 13D") filed by the reporting person Gordon Zacks ("Zacks") on August 7, 1984, with the Securities and Exchange Commission ("SEC"), as amended, relates to Common Shares, $1.00 par value ("Common Shares"), of R. G. Barry Corporation, an Ohio corporation (the "Company"), the principal executive offices of which are located at 13405 Yarmouth Road, N. W., Pickerington, Ohio 43147. This Amendment No. 14 amends certain information set forth in the Schedule 13D, as amended. Item 2. Identity and Background. (a) Name of reporting person. Gordon Zacks (b) Business address of reporting person. 13405 Yarmouth Road, N.W. Pickerington, Ohio 43147 (c) Present principal occupation or employment of reporting person and name, principal business and address of any corporation or other organization in which such employment is conducted. Mr. Zacks serves as Chairman of the Board, President and Chief Executive Officer of the Company. The Company and its subsidiaries design, manufacture and market specialized comfort footwear for men, women and children. The Company also markets various thermal comfort products. The principal business offices of the Company are located at 13405 Yarmouth Road, N.W., Pickerington, Ohio 43147. (d) During the last five years, Mr. Zacks has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Zacks has not been 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 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) Citizenship. Mr. Zacks is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. As described more fully in Item 5(c) below, Mr. Zacks acquired 59,363 Common Shares as a result of a 4-for-3 share split of the Company's Common Shares on June 1, 1994 (the "Share Split"), the number of Common Shares held for Mr. Zacks' account in the R. G. Barry Corporation Leveraged Employee Stock Ownership Plan (the "ESOP") increased by 14,129 as a result of the Share Split, the number of Common Shares deposited by Mr. Zacks in the Zacks Voting Trust (which is described more fully in Items 5(a) and 5(b) below) increased by 20,689 as a result of the Share Split, the number of Common Shares deposited by other persons in the Zacks Voting Trust (see Items 5(a) and 5(b) below) increased by 67,394 as a result of the Share Split, and the number of Common Shares subject to the option granted to Mr. Zacks on May 11, 1993 (which option grant was described in Amendment No. 13 to the Schedule 13D filed on February 8, 1994) increased by 8,333 as a result of the Share Split. In addition, as more fully described in Item 5(c) below, on May 13, 1994, Mr. Zacks was granted stock options covering an aggregate of 59,999 Common Shares pursuant to the Company's 1988 Stock Option Plan. Mr. Zacks paid no consideration to the Company in connection with the grant of such stock options. Item 4. Purpose of Transaction. Please see Item 3 above. Item 5. Interest in Securities of the Issuer. (a) Amount beneficially owned: 613,151 (1)(2)(3)(4) Percentage of class: 11.1% (1)(2)(3)(4)(5) (b) Number of Common Shares as to which reporting person has: (i) Sole power to vote or to direct the vote: 613,151 (1)(2)(3)(4) (ii) Shared power to vote or direct the vote: None (iii) Sole power to dispose or to direct the disposition of: 287,878 (1)(2)(3) (iv) Shared power to dispose or to direct the disposition of: None ____________________ (1) Mr. Zacks is the voting trustee of the Zacks Voting Trust (the "Voting Trust") and exercises sole voting power as to the 351,034 Common Shares deposited in the Voting Trust. The owners of Common Shares deposited in the Voting Trust retain investment power with respect to such Common Shares (subject to certain limitations on the right to remove Common Shares from the Voting Trust) and the right to receive dividends thereon. Mr. Zacks is the beneficial owner of, and retains investment power as to, 82,758 of the Common Shares deposited in the Voting Trust. Mr. Zacks' mother, Florence Zacks Melton, as trustee under a trust established by the will of Aaron Zacks, deceased, is the owner of the balance of the Common Shares deposited in the Voting Trust. Mr. Zacks is a remainder beneficiary of the trust created by the will of Aaron Zacks. (2) Includes 6,666 Common Shares which Mr. Zacks has the right to acquire upon the exercise of stock options exercisable within 60 days of the date of this Amendment No. 14. (3) Mr. Zacks holds 198,454 Common Shares of record. Mr. Zacks has sole voting and investment power with respect to 158,454 of these Common Shares. The remaining 40,000 Common Shares are "restricted shares" which were issued to Mr. Zacks in 1984 and 1985 in consideration of his significant contribu- tions and service to the Company over many years. Mr. Zacks is not permitted to dispose of or otherwise transfer these Common Shares until the restrictions thereon have lapsed. Restrictions on such restricted shares will lapse on March 1, 1995 as a result of the satisfaction of the conditions set forth in an employment agreement (the "First Employment Agreement") between Gordon Zacks and the Company, dated July 30, 1984, as amended, which conditions were restated and continued in an Employment Agreement (the "Second Employment Agreement") between Gordon Zacks and the Company, dated June 30, 1989. A copy of the First Employment Agreement has been filed previously as Exhibit A to the Amended Schedule 13D filed by Mr. Zacks with the SEC on November 8, 1984. A copy of Amendment No. 2 to Agreement, modifying the First Employment Agreement, made to be effective as of March 18, 1985, has previously been filed as Exhibit A to Amendment No. 2 to Schedule 13D filed by Mr. Zacks with the SEC on March 25, 1985. The Second Employment Agreement was filed as Exhibit 1 to Amendment No. 4 to Schedule 13D filed by Mr. Zacks with the SEC on October 3, 1989. (4) Includes 56,997 Common Shares held for Mr. Zacks' account in the ESOP. Mr. Zacks has voting power with respect to these Common Shares, but the trustee of the ESOP has investment authority over such Common Shares. (5) Based upon 5,542,581 Common Shares outstanding as of December 31, 1994. (c) Transactions by reporting person: Other than the transactions reported in the following table, Mr. Zacks has not effected any transactions in the Common Shares of the Company since the date of Amendment No. 13 to the Schedule 13D (February 7, 1994):
Number of Type of Common Shares Date Consideration Transaction 300 2/16/94 N/A Gift by Mr. Zacks 30,000 3/2/94 $17.25 Private sale by Mr. Zacks to the Company 18,298 5/13/94 N/A Receipt of grant of stock option by Mr. Zacks under the Company's 1988 Stock Option Plan - becomes exercisable with respect to 4,576 Common Shares on each of first and second anniversaries of grant date, 2,040 Common Shares on third anniversary of grant date and 7,106 Common Shares on fourth anniversary of grant date. Reflects adjustment for Share Split 41,701 5/13/94 N/A Receipt of grant of stock option by Mr. Zacks under the Company's 1988 Stock Option Plan - becomes exercisable with respect to 10,424 Common Shares on each of first and second anniversaries of grant date, 12,960 Common Shares on third anniversary of grant date and 7,893 Common Shares on fourth anniversary of grant date. Reflects adjustment for Share Split 59,363 6/1/94 N/A Acquisition as a result of Share Split and held of record by Mr. Zacks 14,129 6/1/94 N/A Acquisition as a result of Share Split and held for Mr. Zacks' account in the ESOP 20,689 6/1/94 N/A Acquisition as a result of Share Split with respect to Common Shares deposited in the Voting Trust by Mr. Zacks 67,394 6/1/94 N/A Acquisition as a result of Share Split with respect to Common Shares deposited in the Voting Trust by Florence Zacks Melton, as the trustee under the trust established by the will of Aaron Zacks, deceased 8,333 6/1/94 N/A Adjustment of stock option granted to Mr. Zacks on 5/11/93 to reflect Share Split - becomes exercisable in 20% per year increments beginning exercisable in 20% per on 5/11/94 1,500 6/2/94 $19.75 Sale in open market transaction by Mr. Zacks 1,300 6/27/94 $15.25 Sale in open market transaction by Florence Zacks Melton, as trustee under the trust established by the will of Aaron Zacks, deceased, following release and distribu- tion of such Common Shares from the Voting Trust 28,500 7/5/94 $15.00 Sale in open market transaction by Mr. Zacks 5,000 7/6/94 $16.50 Sale in open market transaction by Mr. Zacks 5,000 7/6/94 $16.25 Sale in open market transaction by Mr. Zacks 500 1/13/95 N/A Gifts by Mr. Zacks of 100 Common Shares to each of 5 persons
(d) Right to receive or to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares: See Item 5(b) above. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. See Item 5(b) above. In addition to the contracts and agreements described in Item 5(b) above, under an Agreement, dated as of September 27, 1989, as amended (the "Buy-Sell Agreement"), the Company agreed, upon the death of Mr. Zacks, to purchase from the estate of Mr. Zacks, at the estate's election, up to $4 million of the Common Shares of the Company held by Mr. Zacks at the time of his death. The Common Shares would be purchased at their fair market value at the time the estate of Mr. Zacks exercises its put right. The estate's put right would expire after the second anniversary of the death of Mr. Zacks. The Company agreed to fund its potential obligation to purchase such Common Shares by purchasing and maintaining during Mr. Zacks' lifetime one or more policies of life insurance on the life of Mr. Zacks. In addi- tion, Mr. Zacks agreed that, for a period of 24 months following his death, the Company will have a right of first refusal to purchase any Common Shares of the Company owned by Mr. Zacks at his death if his estate elects to sell such Common Shares. The Company would have the right to purchase such Common Shares on the same terms and conditions as the estate proposes to sell such Common Shares. A copy of the Agreement, dated as of September 27, 1989, has previously been filed as Exhibit 2 to Amendment No. 4 to Schedule 13D filed by Mr. Zacks with the SEC on October 3, 1989. A copy of Amendment No. 1, dated as of October 12, 1994, is filed as Exhibit 5 to this Amendment No. 14 to Schedule 13D. Item 7. Material to Be Filed as Exhibits. (1) Agreement, made to be effective as of July 30, 1984, by and between R. G. Barry Corporation and Gordon Zacks (Filed as Exhibit A to Amended Schedule 13D filed with the SEC by Mr. Zacks on November 8, 1984). (2) Amendment No. 2 to Agreement, made to be effective as of March 18, 1985, between R. G. Barry Corporation and Gordon Zacks (Filed as Exhibit A to Amendment No. 2 to Schedule 13D filed by Mr. Zacks with the SEC on March 25, 1985). (3) Employment Agreement, dated June 30, 1989, by and between Gordon Zacks and R. G. Barry Corporation (Filed as Exhibit 1 to Amendment No. 4 to Schedule 13D filed by Mr. Zacks on October 3, 1989). (4) Agreement, dated as of September 27, 1989, by and between Gordon Zacks and R. G. Barry Corporation (Filed as Exhibit 2 to Amendment No. 4 to Schedule 13D filed by Mr. Zacks with the SEC on October 3, 1989). (5) Amendment No. 1, dated as of October 12, 1994, by and between R. G. Barry Corporation and Gordon Zacks (Included with this Amendment No. 14 to Schedule 13D beginning at page 11.) (6) Zacks Voting Trust and amendments thereto (Incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993 (File No. 1-8769) [Exhibit 9]). 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: January 27, 1995 /s/ Gordon Zacks Gordon Zacks EX-5 2 Exhibit (5) AMENDMENT NO. 1 THIS AMENDMENT NO. 1 is dated as of 10/12, 1994, by and between R. G. BARRY CORPORATION, an Ohio corporation with its principal offices at 13405 Yarmouth Road, N. W., Pickerington, Ohio 43147 (hereinafter called the "Company"), and GORDON ZACKS (hereinafter called the "Shareholder"); W I T N E S S E T H: WHEREAS, the Company and the Shareholder are parties to an Agreement dated as of September 27, 1989 (the "Agreement"), providing, subject to the terms and conditions thereof, for a grant to the Shareholder's Estate (as defined in Section 1.06) of a put right with respect to shares of the Company owned by the Shareholder at the time of his death and a grant to the Company of a right of first refusal to purchase shares of the Company from the Shareholder's Estate if the Shareholder's Estate decides to sell such shares during the period of two years following the Shareholder's death; and WHEREAS, the Company and the Shareholder wish to amend the Agreement in certain respects; NOW, THEREFORE, in consideration of the premises and of the mutual covenants set forth herein, the parties hereto make the following agreement, intending to be legally bound thereby: Section 1. Definitions. Except as otherwise defined in this Amendment No. 1, terms defined in the Agreement are used herein as defined therein. Section 2. Amendment to Section 1.01. Effective as of the date hereof, upon the execution and delivery hereof by the Company and the Shareholder, Section 1.01 of the Agreement shall be amended by deleting the term "twelve (12) months" from the third line of Section 1.01 and inserting in place thereof the term "twenty-four (24) months." Section 3. Amendment to Section 1.06. Effective as of the date hereof, upon the execution and delivery hereof by the Company and the Shareholder, Section 1.06 of the Agreement shall be amended in its entirety to read as follows: 1.06 For purposes of this Agreement, the term "Shareholder's Estate" shall refer to any one or more entities which own or receive the Shareholder's Common Shares upon the Shareholder's death (including, by way of illustration and not by way of limitation, the Shareholder's probate estate and/or any trust established by Shareholder). If the Shareholder's Common Shares are owned by more than one entity, the entity which bears the burden for paying the estate tax obligation of Shareholder's Estate shall have the first priority with respect to the sale of shares to the Company pursuant to this Article One. Section 4. Miscellaneous. Except as herein provided, the Agreement shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in counterparts, which taken together shall constitute one and the same amendatory instrument. This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of Ohio. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed as of the day and year first above written. R. G. BARRY CORPORATION By: /s/ Richard L. Burrell Name: Richard L. Burrell Title: SVP Finance /s/ Gordon Zacks Gordon Zacks -----END PRIVACY-ENHANCED MESSAGE-----