This document serves as a restatement of the
reporting person's Schedule 13D and previous
amendments thereto in accordance with Rule
101(a)(2)(ii) of Regulation S-T.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
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 reporting
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 five percent or less 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 disclosures provided in
a prior cover page.
The information required on 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 13 Pages
SCHEDULE 13D
CUSIP NO. 068798-10-7 Page 2 of 13 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 A MEMBER OF A GROUP*:
(a) ____
(b) ____
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
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: 613,151
8. SHARED VOTING POWER: -0-
9. SOLE DISPOSITIVE POWER: 287,878
10. SHARED DISPOSITIVE POWER: -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
613,151
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
11.1%
14. TYPE OF REPORTING PERSON*:
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
AMENDMENT NO. 14
TO
SCHEDULE 13D
Item 1. Security and Issuer.
This Amendment No. 14 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 ("SEC"), as amended, relates to Common Shares, $1.00
par value ("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. 14 amends certain information set
forth in the Schedule 13D, as 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 Chairman of the Board, President
and Chief Executive Officer of the Company. The
Company and its subsidiaries design, manufacture and
market specialized comfort footwear for men, women and
children. The Company also markets various thermal
comfort products. 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
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.
As described more fully in Item 5(c) below, Mr. Zacks
acquired 59,363 Common Shares as a result of a 4-for-3 share
split of the Company's Common Shares on June 1, 1994 (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 14,129 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 20,689 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 67,394 as a result of the Share Split, and 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 8,333 as a result of the Share Split.
In addition, as more fully described in Item 5(c)
below, on May 13, 1994, Mr. Zacks was granted stock options
covering an aggregate of 59,999 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.
Item 4. Purpose of Transaction.
Please see Item 3 above.
Item 5. Interest in Securities of the Issuer.
(a) Amount beneficially owned: 613,151 (1)(2)(3)(4)
Percentage of class: 11.1% (1)(2)(3)(4)(5)
(b) Number of Common Shares as to which reporting person
has:
(i) Sole power to vote or to direct the vote:
613,151 (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:
287,878 (1)(2)(3)
(iv) Shared power to dispose or to direct the
disposition of:
None
____________________
(1) Mr. Zacks is the voting trustee of the Zacks Voting Trust
(the "Voting Trust") and exercises sole voting power as to
the 351,034 Common Shares deposited in the Voting Trust.
The owners of 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
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, 82,758 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 6,666 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. 14.
(3) Mr. Zacks holds 198,454 Common Shares of record. Mr. Zacks
has sole voting and investment power with respect to 158,454
of these Common Shares. The remaining 40,000 Common Shares
are "restricted shares" which were issued to Mr. Zacks in
1984 and 1985 in consideration of his significant contribu-
tions and service to the Company over many years. Mr. Zacks
is not permitted to dispose of or otherwise transfer these
Common Shares until the restrictions thereon have lapsed.
Restrictions on such restricted shares will lapse on
March 1, 1995 as a result of the satisfaction of the
conditions set forth in an employment agreement (the "First
Employment Agreement") between Gordon Zacks and the Company,
dated July 30, 1984, as amended, which conditions were
restated and continued in an Employment Agreement (the
"Second Employment Agreement") between Gordon Zacks and the
Company, dated June 30, 1989. A copy of the First
Employment Agreement has been filed previously as Exhibit A
to the Amended Schedule 13D filed by Mr. Zacks with the SEC
on November 8, 1984. A copy of Amendment No. 2 to
Agreement, modifying the First Employment Agreement, made to
be effective as of March 18, 1985, has previously been filed
as Exhibit A to Amendment No. 2 to Schedule 13D filed by
Mr. Zacks with the SEC on March 25, 1985. The Second
Employment Agreement was filed as Exhibit 1 to Amendment No.
4 to Schedule 13D filed by Mr. Zacks with the SEC on
October 3, 1989.
(4) Includes 56,997 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 5,542,581 Common Shares outstanding as of
December 31, 1994.
(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. 13 to the
Schedule 13D (February 7, 1994):
<TABLE>
<CAPTION>
Number of Type of
Common Shares Date Consideration Transaction
<C> <C> <C> <S>
300 2/16/94 N/A Gift by Mr. Zacks
30,000 3/2/94 $17.25 Private sale by
Mr. Zacks to the
Company
18,298 5/13/94 N/A Receipt of grant
of stock option by
Mr. Zacks under the
Company's 1988 Stock
Option Plan - becomes
exercisable with
respect to 4,576
Common Shares on each
of first and second
anniversaries of grant
date, 2,040 Common
Shares on third
anniversary of grant
date and 7,106 Common
Shares on fourth
anniversary of grant
date. Reflects
adjustment for Share
Split
41,701 5/13/94 N/A Receipt of grant of
stock option by
Mr. Zacks under the
Company's 1988 Stock
Option Plan - becomes
exercisable with
respect to 10,424
Common Shares on each
of first and second
anniversaries of grant
date, 12,960 Common
Shares on third
anniversary of grant
date and 7,893 Common
Shares on fourth
anniversary of grant
date. Reflects
adjustment for Share
Split
59,363 6/1/94 N/A Acquisition as a result
of Share Split and held
of record by Mr. Zacks
14,129 6/1/94 N/A Acquisition as a result
of Share Split and held
for Mr. Zacks' account
in the ESOP
20,689 6/1/94 N/A Acquisition as a result
of Share Split with
respect to Common
Shares deposited in the
Voting Trust by
Mr. Zacks
67,394 6/1/94 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
8,333 6/1/94 N/A Adjustment of stock
option granted to
Mr. Zacks on 5/11/93
to reflect Share Split
- becomes exercisable
in 20% per year
increments beginning
exercisable in 20% per
on 5/11/94
1,500 6/2/94 $19.75 Sale in open market
transaction by
Mr. Zacks
1,300 6/27/94 $15.25 Sale in open market
transaction by Florence
Zacks Melton, as
trustee under the trust
established by the will
of Aaron Zacks,
deceased, following
release and distribu-
tion of such Common
Shares from the Voting
Trust
28,500 7/5/94 $15.00 Sale in open market
transaction by
Mr. Zacks
5,000 7/6/94 $16.50 Sale in open market
transaction by
Mr. Zacks
5,000 7/6/94 $16.25 Sale in open market
transaction by
Mr. Zacks
500 1/13/95 N/A Gifts by Mr. Zacks of
100 Common Shares to
each of 5 persons
</TABLE>
(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.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
See Item 5(b) above.
In addition to the contracts and agreements described
in Item 5(b) above, under an Agreement, dated as of September 27,
1989, as amended (the "Buy-Sell Agreement"), the Company 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 of the Company 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 of Mr. Zacks exercises its put
right. The estate's put right would expire after the second
anniversary of the death of Mr. Zacks. The Company agreed to
fund its potential obligation to purchase such Common Shares by
purchasing and maintaining during Mr. Zacks' lifetime one or more
policies of life insurance on the life of Mr. Zacks. In addi-
tion, 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 of the Company owned by Mr. Zacks at
his death if his estate elects to sell such Common Shares. The
Company would have the right to purchase such Common Shares on
the same terms and conditions as the estate proposes to sell such
Common Shares. A copy of the Agreement, dated as of
September 27, 1989, has previously been filed as Exhibit 2 to
Amendment No. 4 to Schedule 13D filed by Mr. Zacks with the SEC
on October 3, 1989. A copy of Amendment No. 1, dated as of
October 12, 1994, is filed as Exhibit 5 to this Amendment No. 14
to Schedule 13D.
Item 7. Material to Be Filed as Exhibits.
(1) Agreement, made to be effective as of July 30,
1984, by and between R. G. Barry Corporation and
Gordon Zacks (Filed as Exhibit A to Amended
Schedule 13D filed with the SEC by Mr. Zacks on
November 8, 1984).
(2) Amendment No. 2 to Agreement, made to be effective
as of March 18, 1985, between R. G. Barry
Corporation and Gordon Zacks (Filed as Exhibit A
to Amendment No. 2 to Schedule 13D filed by
Mr. Zacks with the SEC on March 25, 1985).
(3) Employment Agreement, dated June 30, 1989, by and
between Gordon Zacks and R. G. Barry Corporation
(Filed as Exhibit 1 to Amendment No. 4 to
Schedule 13D filed by Mr. Zacks on October 3,
1989).
(4) Agreement, dated as of September 27, 1989, by and
between Gordon Zacks and R. G. Barry Corporation
(Filed as Exhibit 2 to Amendment No. 4 to
Schedule 13D filed by Mr. Zacks with the SEC on
October 3, 1989).
(5) Amendment No. 1, dated as of October 12, 1994, by
and between R. G. Barry Corporation and Gordon
Zacks (Included with this Amendment No. 14 to
Schedule 13D beginning at page 11.)
(6) Zacks Voting Trust and amendments thereto
(Incorporated herein by reference to the Company's
Annual Report on Form 10-K for the fiscal year
ended January 2, 1993 (File No. 1-8769)
[Exhibit 9]).
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: January 27, 1995 /s/ Gordon Zacks
Gordon Zacks
Exhibit (5)
AMENDMENT NO. 1
THIS AMENDMENT NO. 1 is dated as of 10/12, 1994, by and
between R. G. BARRY CORPORATION, an Ohio corporation with its
principal offices at 13405 Yarmouth Road, N. W., Pickerington,
Ohio 43147 (hereinafter called the "Company"), and GORDON ZACKS
(hereinafter called the "Shareholder");
W I T N E S S E T H:
WHEREAS, the Company and the Shareholder are parties to
an Agreement dated as of September 27, 1989 (the "Agreement"),
providing, subject to the terms and conditions thereof, for a
grant to the Shareholder's Estate (as defined in Section 1.06) of
a put right with respect to shares of the Company owned by the
Shareholder at the time of his death and a grant to the Company
of a right of first refusal to purchase shares of the Company
from the Shareholder's Estate if the Shareholder's Estate decides
to sell such shares during the period of two years following the
Shareholder's death; and
WHEREAS, the Company and the Shareholder wish to amend
the Agreement in certain respects;
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants set forth herein, the parties hereto make
the following agreement, intending to be legally bound thereby:
Section 1. Definitions. Except as otherwise defined
in this Amendment No. 1, terms defined in the Agreement are used
herein as defined therein.
Section 2. Amendment to Section 1.01. Effective as of
the date hereof, upon the execution and delivery hereof by the
Company and the Shareholder, Section 1.01 of the Agreement shall
be amended by deleting the term "twelve (12) months" from the
third line of Section 1.01 and inserting in place thereof the
term "twenty-four (24) months."
Section 3. Amendment to Section 1.06. Effective as of
the date hereof, upon the execution and delivery hereof by the
Company and the Shareholder, Section 1.06 of the Agreement shall
be amended in its entirety to read as follows:
1.06 For purposes of this Agreement,
the term "Shareholder's Estate" shall refer
to any one or more entities which own or
receive the Shareholder's Common Shares upon
the Shareholder's death (including, by way of
illustration and not by way of limitation,
the Shareholder's probate estate and/or any
trust established by Shareholder). If the
Shareholder's Common Shares are owned by more
than one entity, the entity which bears the
burden for paying the estate tax obligation
of Shareholder's Estate shall have the first
priority with respect to the sale of shares
to the Company pursuant to this Article One.
Section 4. Miscellaneous. Except as herein provided,
the Agreement shall remain unchanged and in full force and
effect. This Amendment No. 1 may be executed in counterparts,
which taken together shall constitute one and the same amendatory
instrument. This Amendment No. 1 shall be governed by, and
construed in accordance with, the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed as of the day and year first
above written.
R. G. BARRY CORPORATION
By: /s/ Richard L. Burrell
Name: Richard L. Burrell
Title: SVP Finance
/s/ Gordon Zacks
Gordon Zacks
