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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
R. G. Barry Corporation
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(Name of Issuer)
Common Shares, par value $1.00 per share
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(Title of Class of Securities)
068798-10-7
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(CUSIP Number)
Richard L. Burrell
R. G. Barry Corporation
13405 Yarmouth Road, N.W.
Pickerington, OH 43147
(614) 864-6400
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(Name, Address and Telephone Number of Person
Authorized to receive Notices and Communications)
Not Applicable - Voluntary Filing
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(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. [ ]
*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).
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SCHEDULE 13D
CUSIP NO. 068798-10-7
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: 946,708
8. SHARED VOTING POWER: -0-
9. SOLE DISPOSITIVE POWER: 499,582
10. SHARED DISPOSITIVE POWER: -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
946,708
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):
9.8%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
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AMENDMENT NO. 17
TO
SCHEDULE 13D
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Item 1. Security and Issuer.
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This Amendment No. 17 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. 17 amends certain information set forth in the Schedule 13D, as previously
amended.
Item 3. Source and Amount of Funds or Other Consideration.
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As described more fully in Item 5(c) below, on May 16, 1997,
Mr. Zacks was granted an incentive stock option covering 16,873 Common Shares
and a non-qualified stock option covering 33,127 Common Shares pursuant to the
Company's 1997 Incentive Stock Plan. Mr. Zacks paid no consideration to the
Company in connection with the grant of such stock options.
Item 4. Purpose of Transaction.
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Please see Item 3 above.
Item 5. Interest in Securities of the Issuer.
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(a) Amount beneficially owned: 946,708 (1)(2)(3)
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Percentage of class: 9.8% (1)(2)(3)(4)
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(b) Number of Common Shares as to which such person has:
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(i) Sole power to vote or to direct the vote:
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946,708 (1)(2)(3)
(ii) Shared power to vote or direct the vote:
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None
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(iii) Sole power to dispose or to direct the disposition of:
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499,582 (1)(2)(3)
(iv) Shared power to dispose or to direct the disposition of:
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None
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(1) Gordon Zacks is the voting trustee of the Zacks 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 139,929 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. 17. 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 221,723 Common Shares of record, as to which he has
sole voting and investment power.
(4) Based upon the sum of (a) 9,563,559 Common Shares outstanding as of
December 31, 1997 and (b) 139,929 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. 17.
(c) Transactions by reporting person:
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Other than the transactions reported in the following table,
Mr. Zacks has not effected any transactions in the Common
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Shares of the Company since the date of Amendment No. 16 to the Schedule 13D
(February 1, 1997):
Number of
Common Shares Date Consideration Type of Transaction
- ------------- ---- ------------- -------------------
1,200 2/3/97 N/A Gifts by Mr. Zacks
16,873 5/16/97 N/A Receipt of grant of incentive stock
option by Mr. Zacks under the
Company's 1997 Incentive Stock Plan
- becomes exercisable with respect
to 3,892 Common Shares on second
anniversary of grant date, 3,891
Common Shares on third anniversary
of grant date and 9,090 Common
Shares on fourth anniversary of
grant date.
33,127 5/16/97 N/A Receipt of grant of non-qualified
stock option by Mr. Zacks under the
Company's 1997 Incentive Stock Plan
- becomes exercisable with respect
to 12,500 Common Shares on first
anniversary of grant date, 8,608
Common Shares on second anniversary
of grant date, 8,609 Common Shares
on third anniversary of grant date
and 3,410 Common Shares on fourth
anniversary of grant date.
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(d) Right to receive or to direct the receipt of dividends from,
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or the proceeds from the sale of, Common Shares:
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See Item 5(b) above.
(e) Not Applicable.
Signature.
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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 6, 1998 /s/ Gordon Zacks
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Gordon Zacks
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