-----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, IQGH8K7Tp7vK+PENZ6lb8axOHiSmcDG4Z7BIziHKdr0SDWhFo9TsTrwnMdG5CeJU CrUPQ9vT4VeADjQCD/zPAw== 0000896463-96-000013.txt : 19960410 0000896463-96-000013.hdr.sgml : 19960410 ACCESSION NUMBER: 0000896463-96-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960209 SROS: NYSE 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: 96513969 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 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15) * 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 filing 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 less than five percent 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 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). Page 1 of 8 Pages SCHEDULE 13D CUSIP NO. 068798-10-7 Page 2 of 8 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 MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ___ (b) ___ 3. SEC USE ONLY: 4. SOURCE OF FUNDS (SEE INSTRUCTIONS): 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: 783,021 8. SHARED VOTING POWER: -0- 9. SOLE DISPOSITIVE POWER: 349,325 10. SHARED DISPOSITIVE POWER: -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 783,021 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): _X_ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 10.5% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN AMENDMENT NO. 15 TO SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This Amendment No. 15 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 (the "SEC"), as amended, relates to Common Shares, $1.00 par value (the "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. 15 amends certain information set forth in the Schedule 13D, as amended. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As described more fully in Item 5(c) below, Mr. Zacks acquired 59,484 Common Shares as a result of a 4-for-3 share split of the Company's Common Shares on September 1, 1995 (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 18,998 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 27,586 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 89,425 as a result of the Share Split; 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 11,111 as a result of the Share Split; the number of Common Shares subject to one of the two options granted to Mr. Zacks on May 13, 1994 (which original option grant with respect to 18,298 Common Shares was described in Amendment No. 14 to the Schedule 13D filed on February 13, 1995) increased by 6,100 as a result of the Share Split; and the number of Common Shares subject to the second of the two options granted to Mr. Zacks on May 13, 1994 (which original option grant with respect to 41,701 Common Shares was descried in said Amendment No. 14) increased by 13,900 as a result of the Share Split. ITEM 4. PURPOSE OF TRANSACTION. Please see Item 3 above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (A) AMOUNT BENEFICIALLY OWNED: 783,021 (1)(2)(3)(4) PERCENTAGE OF CLASS: 10.5% (1)(2)(3)(4)(5) ------------------- (B) NUMBER OF COMMON SHARES AS TO WHICH SUCH PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: 783,021 (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: 349,325 (1)(2)(3) (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: None - ------------------- (1) Gordon Zacks is the voting trustee of the Zacks Voting Trust (the "Voting Trust") and exercises sole voting power as to the 468,045 Common Shares deposited in the Voting Trust. The owners of the 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 the 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, 110,344 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 37,776 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. 15. (3) Mr. Zacks holds 201,205 Common Shares of record, as to which he has sole voting and investment power. (4) Includes 75,995 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 the sum of (a) 7,447,170 Common Shares outstanding as of December 31, 1995 and (b) 37,776 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. 15. (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. 14 to the Schedule 13D (January 27, 1995): NUMBER OF TYPE OF COMMON SHARES DATE CONSIDERATION TRANSACTION 20,000 3/1/95 $12.00 Private sale by Mr. Zacks to the Company 59,484 9/1/95 N/A Acquisition as a result of Share Split and held of record by Mr. Zacks 18,998 9/1/95 N/A Acquisition as a result of Share Split and held for Mr. Zacks' account in the ESOP 27,586 9/1/95 N/A Acquisition as a result of Share Split with respect to Common Shares deposited in the Voting Trust by Mr. Zacks 89,425 9/1/95 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 11,111 9/1/95 N/A Adjustment of stock option granted to Mr. Zacks on 5/11/93 to reflect Share Split - stock option now covering an aggregate of 44,444 Common Shares becomes exercisable in 20% per year increments bginning on 5/11/94 6,100 9/1/95 N/A Adjustment of stock option granted to Mr. Zacks on 5/13/94 to reflect Share Split - stock option now covering an aggregate of 24,398 Common Shares becomes exercisable with respect to 6,101 Common Shares on each of the first and second anniversaries of grant date, 2,720 Common Shares on the third anniversary of grant date and 9,476 Common Shares on fourth anniversary of grant date 13,900 9/1/95 N/A Adjustment of stock option granted to Mr. Zacks on 5/13/94 to reflect Share Split - stock option now covering an aggregate of 55,601 Common Shares becomes exercisable with respect to 13,898 Common Shares on the first anniversary of the grant date, 13,899 Common Shares on the second anniversary of the grant date, 17,280 Common Shares on third anniversary of grant date and 10,524 Common Shares on fourth anniversary of grant date 200 9/12/95 $22.125 Sale in open market transaction by Mr. Zacks 3,300 9/12/95 $22.25 Sale in open market transaction by Mr. Zacks 21,000 9/13/95 $22.00 Sale in open market transaction by Mr. Zacks 500 9/13/95 $22.125 Sale in open market transaction by Mr. Zacks 400 12/19/95 N/A Gift by Mr. Zacks 3,000 12/26/95 N/A Gift by Mr. Zacks (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. 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: February 7, 1996 /s/ Gordon Zacks Gordon Zacks -----END PRIVACY-ENHANCED MESSAGE-----