-----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, DRlJcTSO4qqzBAZrJUbLsEbbYdjF7bjhnd9PnOvUk8MqF7LVgi9RFmjtLqxjJAIZ vnJ9dj5D6vrt7VvgiBdRGw== 0000896463-97-000009.txt : 19970225 0000896463-97-000009.hdr.sgml : 19970225 ACCESSION NUMBER: 0000896463-97-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970205 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: 97518091 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. 16)* 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. ____ 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 9 Pages SCHEDULE 13D CUSIP NO. 068798-10-7 Page 2 of 9 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: 895,998 8. SHARED VOTING POWER: -0- 9. SOLE DISPOSITIVE POWER: 448,872 10. SHARED DISPOSITIVE POWER: -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 895,998 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): 9.5% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN AMENDMENT NO. 16 TO SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This Amendment No. 16 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. 16 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, on March 13, 1996, Mr. Zacks was granted an incentive stock option covering 7,500 Common Shares and a non-qualified stock option covering 7,500 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. In addition, as more fully described in Item 5(c) below, Mr. Zacks acquired 25,585 Common Shares as a result of a 5-for-4 share split of the Company's Common Shares on June 3, 1996 (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 19,001 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 covered 44,444 Common Shares prior to the Share Split) 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 covered 24,398 Common Shares prior to the Share Split) increased by 6,099 as a result of the Share Split; the number of Common Shares subject to the second of the two options granted to Mr. Zacks on May 13, 1994 (which covered 55,601 Common Shares prior to the Share Split) increased by 13,901 as a result of the Share Split; and the number of Common Shares subject to each of the two options granted to Mr. Zacks on March 13, 1996 increased by 1,875 Common Shares as a result of the Share Split. Page 3 of 9 Pages ITEM 4. PURPOSE OF TRANSACTION. Please see Item 3 above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) AMOUNT BENEFICIALLY OWNED: 895,998 (1)(2)(3) PERCENTAGE OF CLASS: 9.5% (1)(2)(3)(4) (b) NUMBER OF COMMON SHARES AS TO WHICH SUCH PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: 895,998 (1)(2)(3) (ii) SHARED POWER TO VOTE OR DIRECT THE VOTE: None (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: 448,872 (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 585,056 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, 137,930 of the Common Shares deposited in the Voting Trust. Mr. Zacks' mother, Florence Zacks Melton, as trustee under a trust established by the Page 4 of 9 Pages 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 88,019 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. 16. Excludes 14,967 Common Shares held of record and owned beneficially by the spouse of Mr. Zacks as to which Mr. Zacks has no voting or investment power and disclaims beneficial ownership. (3) Mr. Zacks holds 222,923 Common Shares of record, as to which he has sole voting and investment power. (4) Based upon the sum of (a) 9,374,741 Common Shares outstanding as of December 31, 1996 and (b) 88,019 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. 16. (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. 15 to the Schedule 13D (February 7, 1996): NUMBER OF COMMON SHARES DATE CONSIDERATION TYPE OF TRANSACTION ------------- ------ ------------- ------------------- 300 4/30/96 $17.625 Sale in open market transaction by Mr. Zacks 98,563 4/30/96 $17.250 Sale in open market transaction by Mr. Zacks 9,375 3/13/96 N/A Receipt of grant of incentive stock option by Mr. Zacks under the Company's 1988 Stock Option Plan - becomes exercisable with respect to 4,687 Common Shares on third anniversary of grant Page 5 of 9 Pages NUMBER OF COMMON SHARES DATE CONSIDERATION TYPE OF TRANSACTION ------------- ------ ------------- ------------------- date and 4,688 Common Shares on fourth anniversary of grant date. Reflects adjustment for Share Split 9,375 3/13/96 N/A Receipt of grant of non-qualified stock option by Mr. Zacks under the Company's 1988 Stock Option Plan - becomes exercisable with respect to 4,687 Common Shares on first anniversary of grant date and 4,688 Common Shares on second anniversary of grant date. Reflects adjustment for Share Split 25,585 6/3/96 N/A Acquisition as a result of Share Split and held of record by Mr. Zacks 19,001 6/3/96 N/A Acquisition as a result of Share Split and held for Mr. Zacks' account in the ESOP 27,586 6/3/96 N/A Acquisition as a result of Share Split with respect to Common Shares deposited in the Voting Trust by Mr. Zacks 89,425 6/3/96 N/A Acquisition as a result of Share Split with respect to Common Shares deposited Page 6 of 9 Pages NUMBER OF COMMON SHARES DATE CONSIDERATION TYPE OF TRANSACTION ------------- ------ ------------- ------------------- in the Voting Trust by Florence Zacks Melton, as the trustee under the trust established by the will of Aaron Zacks, deceased 11,111 6/3/96 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 55,555 Common Shares becomes exercisable with respect to 11,111 Common Shares on each of first, second and third anniversaries of grant date and 22,222 Common Shares on fourth anniversary of grant date 6,099 6/3/96 N/A Adjustment of incentive stock option granted to Mr. Zacks on 5/13/94 to reflect Share Split - stock option now covering an aggregate of 30,497 Common Shares becomes exercisable with respect to 7,626 Common Shares on first anniversary of grant date, 7,627 Common Shares on second anniversary of grant date, 3,400 Common Shares on third Page 7 of 9 Pages NUMBER OF COMMON SHARES DATE CONSIDERATION TYPE OF TRANSACTION ------------- ------ ------------- ------------------- anniversary of grant date and 11,844 Common Shares on fourth anniversary of grant date 13,901 6/3/96 N/A Adjustment of non-qualified stock option granted to Mr. Zacks on 5/13/94 to reflect Share Split - stock option now covering an aggregate of 69,502 Common Shares becomes exercisable with respect to 17,373 Common Shares on each of first and second anniversaries of grant date, 21,600 Common Shares on third anniversary of grant date and 13,156 Common Shares on fourth anniversary of grant date 94,996 7/1/96 N/A Distribution of Common Shares from Mr. Zacks' account under ESOP upon termination of ESOP (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. Page 8 of 9 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. Dated: February 1, 1997 /s/ Gordon Zacks _________________________________ Gordon Zacks -----END PRIVACY-ENHANCED MESSAGE-----