SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15) *
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 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 filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent 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 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>
SCHEDULE 13D
CUSIP NO. 068798-10-7 Page 2 of 8 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: 783,021
8. SHARED VOTING POWER: -0-
9. SOLE DISPOSITIVE POWER: 349,325
10. SHARED DISPOSITIVE POWER: -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
783,021
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):
10.5%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
<PAGE>
AMENDMENT NO. 15
TO
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 15 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. 15 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, Mr. Zacks acquired
59,484 Common Shares as a result of a 4-for-3 share split of the Company's
Common Shares on September 1, 1995 (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 18,998 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 option grant was described in Amendment No. 13 to the Schedule 13D
filed on February 8, 1994) 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 original option grant with respect to 18,298
Common Shares was described in Amendment No. 14 to the Schedule 13D filed on
February 13, 1995) increased by 6,100 as a result of the Share Split; and the
number of Common Shares subject to the second of the two options granted to
Mr. Zacks on May 13, 1994 (which original option grant with respect to 41,701
Common Shares was descried in said Amendment No. 14) increased by 13,900 as a
result of the Share Split.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
Please see Item 3 above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(A) AMOUNT BENEFICIALLY OWNED: 783,021 (1)(2)(3)(4)
PERCENTAGE OF CLASS: 10.5% (1)(2)(3)(4)(5)
-------------------
(B) NUMBER OF COMMON SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
783,021 (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:
349,325 (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 468,045 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, 110,344 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 37,776 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. 15.
(3) Mr. Zacks holds 201,205 Common Shares of record, as to which he has
sole voting and investment power.
(4) Includes 75,995 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 the sum of (a) 7,447,170 Common Shares outstanding as of
December 31, 1995 and (b) 37,776 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. 15.
<PAGE>
(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. 14 to the Schedule 13D (January 27, 1995):
NUMBER OF TYPE OF
COMMON SHARES DATE CONSIDERATION TRANSACTION
20,000 3/1/95 $12.00 Private sale by Mr. Zacks
to the Company
59,484 9/1/95 N/A Acquisition as a result of
Share Split and held of
record by Mr. Zacks
18,998 9/1/95 N/A Acquisition as a result of
Share Split and held for
Mr. Zacks' account in the
ESOP
<PAGE>
27,586 9/1/95 N/A Acquisition as a result of
Share Split with respect
to Common Shares deposited
in the Voting Trust by Mr.
Zacks
89,425 9/1/95 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
11,111 9/1/95 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
44,444 Common Shares
becomes exercisable in 20%
per year increments
bginning on 5/11/94
6,100 9/1/95 N/A Adjustment of stock option
granted to Mr. Zacks on
5/13/94 to reflect Share
Split - stock option now
covering an aggregate of
24,398 Common Shares
becomes exercisable with
respect to 6,101 Common
Shares on each of the
first and second
anniversaries of grant
date, 2,720 Common Shares
on the third anniversary
of grant date and 9,476
Common Shares on fourth
anniversary of grant date
13,900 9/1/95 N/A Adjustment of stock option
granted to Mr. Zacks on
5/13/94 to reflect Share
Split - stock option now
covering an aggregate of
55,601 Common Shares
becomes exercisable with
respect to 13,898 Common
Shares on the first
anniversary of the grant
date, 13,899 Common Shares
on the second anniversary
of the grant date, 17,280
Common Shares on third
anniversary of grant date
and 10,524 Common Shares
on fourth anniversary of
grant date
200 9/12/95 $22.125 Sale in open market
transaction by Mr. Zacks
3,300 9/12/95 $22.25 Sale in open market
transaction by Mr. Zacks
21,000 9/13/95 $22.00 Sale in open market
transaction by Mr. Zacks
500 9/13/95 $22.125 Sale in open market
transaction by Mr. Zacks
400 12/19/95 N/A Gift by Mr. Zacks
3,000 12/26/95 N/A Gift by Mr. Zacks
(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.
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 7, 1996 /s/ Gordon Zacks
Gordon Zacks
