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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 16)*
RUSS BERRIE AND COMPANY, INC.
(Name of Issuer)
Common Stock, $0.10 stated value
(Title of Class of Securities)
782233 10 0
(CUSIP Number)
*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 7 Pages
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Russell Berrie
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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5. SOLE VOTING POWER
858,359
-----------------------------------------------------
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 10,159,600
EACH
REPORTING -----------------------------------------------------
PERSON
WITH: 7. SOLE DISPOSITIVE POWER
858,359
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8. SHARED DISPOSITIVE POWER
10,159,600
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,017,959
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
49.5%
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12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS
Page 2 of 7 Pages
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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) or (c), check whether the
person filing is a (certain items):
Not applicable
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* 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 3 of 7 Pages
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Item 4. Ownership:
(a) Amount beneficially owned:
11,017,959*
(b) Percent of class:
49.5%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
858,359
(ii) Shared power to vote or to direct the vote:
10,159,600
(iii) Sole power to dispose or to direct the disposition
of:
858,359
(iv) Shared power to dispose or to direct the disposition
of:
10,159,600
* Does not include 235,692 shares held beneficially and of record by The
Russell Berrie Foundation, of which Mr. Berrie is a co-trustee.
Items 4(c)(i) and 4(c)(iii) include (x) 858,209 shares held of record
by Mr. Russell Berrie, and (y) 150 shares held of record by Mr. Berrie
as custodian for one of his daughters.
Items 4(c)(ii) and 4(c)(iv) include (x) 8,203,542 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 co-trustee
possessing shared voting power and shared dispositive power with
respect to the shares and, until his death, the sole beneficiary, (y)
653,968 shares held of record by The Russell Berrie 1996 Annuity Trust,
of which Mr. Berrie is a co-trustee possessing shared voting power and
shared dispositive power with respect to the shares, and (z) 1,000,000
shares held of record by The Russell Berrie 1997 Annuity Trust, of
which Mr. Berrie is a co-trustee possessing shared voting power and
shared dispositive power with respect to the shares. Also includes (A)
1,000 shares held of record by The Angelica 1992 Trust for the benefit
of Mr. Berrie's wife, (B) 4,549 shares subject to stock options held by
Mr. Berrie's wife, (C) 170,000 shares held of record by The Russell
Berrie 1995 Annuity Trust, of which Mr. Berrie's wife is a co-trustee
possessing shared voting power and shared dispositive power with
respect
Page 4 of 7 Pages
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[footnote continued]
to the shares, and (D) 126,541 shares held of record by The Leslie
Berrie 1993 Trust, of which Mr. Berrie is a co-trustee. Mr. Berrie
disclaims beneficial ownership of the shares set forth in the previous
sentence.
Page 5 of 7 Pages
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Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
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:
Not applicable
Item 8. Identification and Classification of Members of the Group:
Not applicable
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certification:
Not applicable
Page 6 of 7 Pages
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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.
January 29, 1999
-----------------------------------
(Date)
Russell Berrie
-----------------------------------
(Signature)
Russell Berrie
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(Name)
Page 7 of 7 Pages
