RUSS BERRIE & CO INC
SC 13G/A, 1996-02-13
DOLLS & STUFFED TOYS
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<PAGE>   1
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13G


                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                             (AMENDMENT NO. 12)*         




                        RUSS BERRIE AND COMPANY, INC.
                  -----------------------------------------
                               (Name of Issuer)

                       Common Stock, $0.10 stated value
                  -----------------------------------------
                        (Title of Class of Securities)

                                 782233 10 0
                  -----------------------------------------
                                (CUSIP Number)





         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
         no amendment subsequent thereto reporting beneficial ownership of five
          percent or less of such class.)  (See Rule 13d-7.)

         *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

<PAGE>   2


CUSIP NO. 782233 10 0                 13G                   PAGE  2  OF 8  PAGES


1    NAME OF REPORTING PERSON
     S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  
     RUSSELL BERRIE


2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
                                                       
                                                         (a) [      ]
                                                         (b) [      ]
  
  
3    SEC USE ONLY
  
  
  
  
4    CITIZENSHIP OR PLACE OF ORGANIZATION
  
     U.S.A.
  
                    5    SOLE VOTING POWER
                        
                         11,545,203                  
                        
                        
   NUMBER OF        6    SHARED VOTING POWER
    SHARES              
 BENEFICIALLY            Not applicable              
   OWNED BY             
     EACH               
   REPORTING        7    SOLE DISPOSITIVE POWER
    PERSON              
     WITH                11,545,203    

                        
                    8    SHARED DISPOSITIVE POWER
                        
                         Not applicable
                        
  
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     11,545,203            

  
  
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
  
  
  
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  
     53.6%       
  
  
12   TYPE OF REPORTING PERSON*
  
     IN


                      *SEE INSTRUCTION BEFORE FILLING OUT!


                              Page 2 of 8 pages
<PAGE>   3
                                  SCHEDULE 13G*


Item 1(a).  Name of Issuer:

            Russ Berrie and Company, Inc.

Item 1(b).  Address of Issuer's Principal Executive Offices:

            111 Bauer Drive
            Oakland, New Jersey 07436

Item 2(a).  Name of Person Filing:

            Russell Berrie

Item 2(b).  Address of Principal Business Office, or, if none, Residence:

            111 Bauer Drive
            Oakland, New Jersey 07436

Item 2(c).  Citizenship:

            U.S.A.

Item 2(d).  Title of Class of Securities:

            Common Stock, $0.10 stated value

Item 2(e).  CUSIP Number:

            782233 10 0

Item 3.     If this Statement is Filed pursuant to Rules 13d-1(b) or 13d-2(b),
            check whether the person filing is a (certain items):

            Inapplicable


- -------------------------------

                               Page 3 of 8 Pages
<PAGE>   4
*    This Schedule is being filed pursuant to Section 13(g) of the Securities
     Exchange Act of 1934; its filing shall not be construed as an admission
     that the person filing the Schedule is the beneficial owner for the
     purposes of Section 16 of the Securities Exchange Act of 1934 of any of
     the shares stated in this Schedule to be beneficially owned by such
     person.

                               Page 4 of 8 Pages
<PAGE>   5
Item 4. Ownership:

        (a) Amount beneficially owned:

            11,545,203*

        (b) Percent of class:

            53.6%

        (c) Number of shares as to which such person has:

              (i)  sole power to vote or to direct the vote:

                   11,545,203

             (ii)  shared power to vote or to direct the vote:

                   Not applicable.

            (iii)  sole power to dispose or to direct the disposition of:

                   11,545,203

             (iv)  shared power to dispose or to direct the disposition of:

                   Not applicable.

- --------------------------
                               Page 5 of 8 Pages
<PAGE>   6
*           Does not include 171,200 shares held beneficially and of record by
            The Russell Berrie Foundation, of which Mr. Berrie is a trustee.

            Items 4(c)(i) and 4(c)(iii) include (i) 841,511 shares held of
            record by Mr. Russell Berrie and (ii) 9,703,542 shares held of
            record by The Russell Berrie 1991 Trust, of which Mr. Berrie is the
            grantor possessing the unrestricted power to revoke the trust, a
            trustee possessing sole voting power and sole dispositive power (as
            to any transfer other than to Mr. Berrie) with respect to the shares
            and, until his death, the sole beneficiary. Also includes 1,000,000
            shares held of record by the Russell Berrie 1995 Annuity Trust, of
            which Mr. Berrie is the grantor possessing the unrestricted power to
            revoke the trust, a trustee possessing sole voting power and sole
            dispositive power (as to any transfer other than to Mr. Berrie) with
            respect to the shares and, until his death, the sole beneficiary.
            Also includes 150 shares held of record by Mr. Berrie as custodian 
            for one of his daughters.

Item 5.     Ownership of Five Percent or Less of a Class:

            Inapplicable

Item 6.     Ownership of More Than Five Percent on Behalf of Another Person:

            Myron Rosner may be deemed to be a beneficial owner of certain of
            the shares set forth in response to Item 4(a).

Item 7.     Identification and Classification of the Subsidiary which Acquired
            the Security Being Reported on by the Parent Holding Company:

            Inapplicable

                               Page 6 of 8 Pages
<PAGE>   7
Item 8.     Identification and Classification of Members of the Group:

            Inapplicable

Item 9.     Notice of Dissolution of Group:

            Inapplicable

                               Page 7 of 8 Pages
<PAGE>   8
Item 10.    Certification:

            Inapplicable





                                    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.



                                                         February 9, 1996
                                                  ------------------------------
                                                              (Date)

                                                      /s/ RUSSELL BERRIE
                                                  ------------------------------
                                                            (Signature)


                                                          Russell Berrie
                                                  ------------------------------
                                                              (Name)


                               Page 8 of 8 Pages



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