0000950152-05-001348.txt : 20120703
0000950152-05-001348.hdr.sgml : 20120703
20050218154504
ACCESSION NUMBER: 0000950152-05-001348
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050218
DATE AS OF CHANGE: 20050218
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: 0102
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-35378
FILM NUMBER: 05627545
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: ZACKS GORDON
CENTRAL INDEX KEY: 0000904176
STATE OF INCORPORATION: OH
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
BUSINESS PHONE: 6148646400
MAIL ADDRESS:
STREET 1: 13405 YARMOUTH RD NW
CITY: PICKERING
STATE: OH
ZIP: 43147
SC 13D/A
1
l12250asc13dza.txt
R. G. BARRY CORPORATION/GORDON ZACKS
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 24)*
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)
Daniel D. Viren
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 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.
*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).
AMENDMENT NO. 24
TO
SCHEDULE 13D
CUSIP NO. 068798-10-7
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Gordon Zacks
2. CHECK THE APPROPRIATE BOX IF A 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: 889,842
8. SHARED VOTING POWER: -0-
9. SOLE DISPOSITIVE POWER: 442,716
10. SHARED DISPOSITIVE POWER: -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
889,842
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.9%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
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AMENDMENT NO. 24
TO
SCHEDULE 13D
Item 1. Security and Issuer.
This Amendment No. 24 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. 24 amends certain information set forth in the Schedule 13D, as previously
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 non-executive Chairman of the Board of the
Company. The Company and its subsidiaries design and market
specialized comfort footwear for men, women and children. 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
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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.
Not applicable.
Item 4. Purpose of Transaction.
Not applicable.
Item 5. Interest in Securities of the Issuer.
(a) Amount beneficially owned: 889,842 (1)(2)(3)(4)
Percentage of class: 8.9% (5)
(b) Number of Common Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
889,842 (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:
442,716 (1)(2)(3)(4)
(iv) Shared power to dispose or to direct the disposition of:
None
- 4 -
(1) Gordon Zacks is the voting trustee of the Zacks-Streim 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 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 133,394 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. 24. 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 171,392 Common Shares of record, as to which he has
sole voting and investment power.
(4) Under an agreement dated September 27, 1989, as amended, the Company
has 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 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
exercises its put right. The estate's put right would expire after the
second anniversary of the death of Mr. Zacks. The Company has agreed to
fund its potential obligation to purchase the Common Shares by
purchasing and maintaining during Mr. Zacks' lifetime one or more
policies of life insurance on the life of Mr. Zacks. In addition, 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 owned by Mr. Zacks at his death if his estate elects to sell the
Common Shares. The Company would have the right to purchase the Common
Shares on the same terms and conditions as the estate proposes to sell
the Common Shares.
- 5 -
(5) Based upon the sum of (a) 9,836,602 Common Shares outstanding as of the
date of this Amendment No. 24 and (b) 133,394 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. 24.
(c) Transactions by reporting person:
Since the date of the filing of Amendment No. 23 to this Schedule 13D,
the number of stock options held by Mr. Zacks has decreased from 255,310 shares
to 133,394 shares as a result of option expirations and terminations.
(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) of this Amendment No. 24.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
See Item 5(b) of this Amendment No. 24.
Item 7. Material to Be Filed as Exhibits
Exhibit 2(a) - Zacks-Streim Voting Trust and amendments thereto
(incorporated herein by reference to Exhibit 9 to the
Annual Report on Form 10-K for the fiscal year ended
January 2, 1993 of R.G. Barry Corporation (File No.
1-8769))
Exhibit 2(b) - Documentation related to extension of term of the
Voting Trust Agreement for the Zacks-Streim Voting
Trust (incorporated herein by reference to Exhibit
9(b) to the Annual Report on Form 10-K for the fiscal
year ended December 30, 1995 of R.G. Barry
Corporation (File No. 1-8769))
Exhibit 3(a) - Agreement, dated September 27, 1989, between R.G.
Barry Corporation and Gordon Zacks (incorporated
herein by reference to Exhibit 28.1 to the Current
Report on Form 8-K, dated October 11, 1989, filed
October 12, 1989, of R.G. Barry Corporation (File No.
0-12667))
- 6 -
Exhibit 3(b) - Amendment No. 1, dated as of October 12, 1994,
between R.G. Barry Corporation and Gordon Zacks
(incorporated herein by reference to Exhibit 5 to
Amendment No. 14 to Schedule 13D, dated January 27,
1995, filed by Gordon Zacks on February 13, 1995)
Exhibit 4 - Confidential Separation Agreement dated March 10,
2004, between R. G. Barry Corporation and Gordon
Zacks (incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K for the event on March
10, 2004 (File No. 1-8769)).
[Remainder of page intentionally left blank;
signature on following page.]
- 7 -
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 18, 2005 /s/ Gordon Zacks
----------------------
Gordon Zacks
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