<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 2000
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________________ to ______________________
Commission file number 1-8769
------
R. G. BARRY CORPORATION
-----------------------
(Exact name of registrant as specified in its charter)
OHIO 31-4362899
---------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
13405 Yarmouth Road NW, Pickerington, Ohio 43147
-----------------------------------------------------
(Address of principal executive offices) (Zip Code)
614-864-6400
------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
--------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Common Shares, $1 Par Value, Outstanding as of July 1, 2000 - 9,376,657
------------------------
Index to Exhibits at page 13
Page 1 of 16 pages
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
R. G. BARRY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
July 1, 2000 January 1, 2000
------------ ---------------
(in thousands)
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 2,863 10,006
Accounts receivable, less allowances 11,674 9,654
Inventory 49,990 40,652
Deferred income taxes 7,703 7,111
Recoverable income taxes 1,498 -
Prepaid expenses 1,439 2,538
-------- --------
Total current assets 75,167 70,561
-------- --------
Property, plant and equipment, at cost 43,394 43,333
Less accumulated depreciation & amortization 29,882 28,925
-------- --------
Net property, plant and equipment 13,512 14,408
-------- --------
Goodwill, net of amortization 2,387 2,602
Other assets 4,653 4,476
-------- --------
$ 95,719 92,047
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current installments of long-term debt 2,409 2,143
Short-term notes payable 9,000 682
Accounts payable 7,174 8,424
Accrued expenses 3,139 5,554
-------- --------
Total current liabilities 21,722 16,803
-------- --------
Accrued retirement costs and other, net 6,753 6,262
Long-term debt, excluding current installments 9,919 8,571
-------- --------
Total liabilities 38,394 31,636
-------- --------
Minority interest 291 242
Shareholders' equity:
Preferred shares, $1 par value
Authorized 3,775,000 Class A shares,
225,000 Series I Junior Participating Class A
shares, and 1,000,000 Class B shares,
none issued - -
Common shares, $1 par value
Authorized 22,500,000 shares
(excluding treasury shares) 9,377 9,349
Additional capital in excess of par value 12,100 12,050
Deferred compensation (531) (539)
Accumulated other comprehensive loss (89) (92)
Retained earnings 36,177 39,401
-------- --------
Net shareholders' equity 57,034 60,169
-------- --------
$ 95,719 92,047
======== ========
</TABLE>
Page 2 of 16 pages
<PAGE> 3
R. G. BARRY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Thirteen weeks ended Twenty-six weeks ended
-------------------- ----------------------
July 1, 2000 July 3, 1999 July 1, 2000 July 3, 1999
------------ ------------ ------------ ------------
(in thousands)
<S> <C> <C> <C> <C>
Net sales $ 22,241 19,168 46,479 39,902
Cost of sales 16,599 14,300 32,429 26,390
-------- -------- -------- --------
Gross profit 5,642 4,868 14,050 13,512
Selling, general and
administrative expense 11,401 13,003 23,427 26,441
-------- -------- -------- --------
Operating loss (5,759) (8,135) (9,377) (12,929)
Other income 179 139 386 284
Proceeds from litigation, net of
expenses incurred - - 4,476 -
Interest expense (317) (331) (597) (637)
Interest income 33 53 107 301
-------- -------- -------- --------
Net interest expense (284) (278) (490) (336)
Loss before income
tax benefit (5,864) (8,274) (5,005) (12,981)
Income tax benefit 2,154 3,098 1,831 4,868
Minority interest, net of tax (16) - (50) -
-------- -------- -------- --------
Net loss ($ 3,726) (5,176) (3,224) (8,113)
======== ======== ======== ========
Net loss
per common share
Basic ($ 0.39) (0.55) (0.34) (0.85)
======== ======== ======== ========
Diluted ($ 0.39) (0.55) (0.34) (0.85)
======== ======== ======== ========
Average number of common
shares outstanding
Basic 9,384 9,428 9,375 9,566
======== ======== ======== ========
Diluted 9,384 9,428 9,375 9,566
======== ======== ======== ========
</TABLE>
Page 3 of 16 pages
<PAGE> 4
R. G. BARRY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Twenty-six weeks ended
July 1, 2000 July 3, 1999
------------ ------------
(in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net loss ($ 3,224) ($ 8,113)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization of
property, plant and equipment 1,114 950
Amortization of goodwill 67 57
Amortization of deferred compensation 87 -
Minority interest 50 -
Net (increase) decrease in:
Accounts receivable, net (2,088) 5,217
Inventory (9,439) (15,783)
Prepaid expenses 1,106 (47)
Recoverable income taxes (1,498) (3,464)
Other (44) 14
Net increase (decrease) in:
Accounts payable (1,219) 1,927
Accrued expenses (2,405) (7,743)
Accrued retirement costs and other 849 594
-------- --------
Net cash used in operating activities (16,644) (26,391)
-------- --------
Cash flows from investing activities:
Additions to property, plant and equipment, net (250) (2,054)
-------- --------
Cash flows from financing activities:
Proceeds (repayments) of long-term debt, net 1,348 (2,143)
Proceeds from short-term notes, net 8,318 13,500
Stock options exercised - 34
Treasury share acquisitions - (4,149)
-------- --------
Net cash provided by (used in) financing activities 9,666 7,242
-------- --------
Effect of exchange rates on cash 85 -
-------- --------
Net decrease in cash (7,143) (21,203)
Cash at the beginning of the period 10,006 29,596
-------- --------
Cash at the end of the period $ 2,863 8,393
======== ========
Supplemental cash flow disclosures:
Interest paid $ 584 1,295
======== ========
Income taxes paid $ 854 5,477
======== ========
</TABLE>
Page 4 of 16 pages
<PAGE> 5
R. G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Financial Statements
Under Item 1 of Part I of Form 10-Q
for the periods ended July 1, 2000 and July 3, 1999
1. These interim financial statements are unaudited. All adjustments
(consisting solely of normal recurring adjustments) have been made which,
in the opinion of management, are necessary to fairly present the results
of operations.
2. The Company operates on a fifty-two or fifty-three week annual fiscal year,
ending annually on the Saturday nearest December 31. Fiscal 2000 and 1999
are both fifty-two week years.
3. A substantial portion of inventory is valued using the dollar value LIFO
method and, therefore, it is impractical to separate inventory values
between raw materials, work-in-process and finished goods.
4. Income tax benefit for the periods ended July 1, 2000 and July 3, 1999,
consists of:
2000 1999
---- ----
(in thousands)
Current:
U. S. Federal ($1,691) (4,518)
State & Local (140) (350)
------- ------
Total ($1,831) (4,868)
======= ======
The income tax benefit reflects a combined federal, foreign, state and
local effective rate of approximately 36.6 percent and 37.5 percent for the
first half of 2000 and 1999, respectively, as compared to the statutory
U.S. federal rate of 35.0 percent in both years.
Income tax benefit for the periods ended July 1, 2000 and July 3, 1999
differed from the amounts computed by applying the U. S. federal income tax
rate of 35.0 percent to pretax loss, as a result of the following:
<TABLE>
<CAPTION>
2000 1999
---- ----
(in thousands)
<S> <C> <C>
Computed "expected" tax (benefit):
U. S. Federal benefit ($1,752) (4,543)
Other, net 12 (97)
State & Local benefit, net of
federal income taxes (91) (228)
------- ------
Total ($1,831) (4,868)
======= ======
</TABLE>
5. The computation of basic loss per common share has been computed based on
the weighted average number of common shares outstanding during each
period. Diluted loss per common share is based on the weighted average
number of outstanding common shares during the period, plus, when their
effect is dilutive, potential common shares consisting of certain common
shares subject to stock options and the stock purchase plan.
Page 5 of 16 pages
<PAGE> 6
R. G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Financial Statements
Under Item 1 of Part I of Form 10-Q for
the periods ended July 1, 2000 and July 3, 1999 - continued
6. Segment Information - The Company manufactures and markets comfort footwear
for at-and-around-the-home and supplies thermal retention technology
products. The Company considers its "Barry Comfort" at-and-around-the-home
comfort footwear groups in North America and in Europe, and the thermal
retention technology group, "Thermal", as its three operating segments. The
accounting policies of the operating segments are substantially similar,
except that the disaggregated information has been prepared using certain
management reports, which by their very nature require estimates. In
addition, certain items from these management reports have not been
allocated among the operating segments, including such items as a) costs of
certain administrative functions, b) current and deferred income tax
expense (benefit) and deferred tax assets (liabilities), and c) in some
periods, certain other operating provisions.
<TABLE>
<CAPTION>
Barry Comfort
-------------
2000 North Intersegment
(in thousands) America Europe Thermal Eliminations Total
------- ------ ------- ------------ -----
<S> <C> <C> <C> <C> <C>
Net sales $ 37,850 $ 6,722 $ 1,960 ($53) $ 46,479
Depreciation and
amortization 873 128 113 1,114
Interest income 218 - - (111) 107
Interest expense 580 17 111 (111) 597
Pre tax earnings (loss) (4,070) (877) (108) 50 (5,005)
Additions to property, plant
and equipment, net 164 86 - 250
Total assets devoted $ 87,629 $ 7,633 $ 2,497 ($2,040) $ 95,719
======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Barry Comfort
-------------
1999 North Intersegment
(in thousands) America Europe Thermal Eliminations Total
------- ------ ------- ------------ -----
<S> <C> <C> <C> <C> <C>
Net sales $ 33,500 $ 3,493 $ 2,909 $ 39,902
Depreciation and
amortization 788 36 126 950
Interest income 402 13 - (114) 301
Interest expense 637 - 114 (114) 637
Pre tax earnings (loss) (8,814) (1,373) (2,794) (12,981)
Additions to property, plant
and equipment, net 1,870 83 101 2,054
Total assets devoted $ 91,232 $ 7,268 $ 11,461 ($ 4,694) $105,267
======== ======== ======== ======== ========
</TABLE>
7. Restructuring Charges - In December 1999, the Company announced a plan to
reduce costs and improve operating efficiencies, and recorded a
restructuring charge of $1,794 as a component of 1999 operating expense.
The following schedule highlights actual charges related to those
activities through July 1, 2000.
<TABLE>
<CAPTION>
As of Adjustments As of
January 1, 2000 in 2000 Paid in 2000 July 1, 2000
--------------- ------- ------------ ------------
(in thousands)
<S> <C> <C> <C> <C>
Employee separations $1,487 (135) 675 677
Other exit costs 94 16 78
Noncancelable lease costs 213 128 164 177
------ ------ ------ ------
Restructuring costs $1,794 ($ 7) $ 855 $ 932
====== ====== ====== ======
</TABLE>
Page 6 of 16 pages
<PAGE> 7
R. G. BARRY CORPORATION AND SUBSIDIARIES
ITEM 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
-------------------------------
We ended the second quarter of 2000 with $53.4 million in net working capital.
This compares with $58.2 million at the end of the same quarter in 1999, and
$53.8 million at the end of fiscal 1999.
Our capital expenditures during the first half of 2000, amounted to $250
thousand, compared with $2.1 million during the same period of 1999. Capital
expenditures during the first half of 2000 have been nearer to historical
levels, perhaps even somewhat lower, and represent usual patterns of replacement
of capital equipment. Capital expenditures in 1999 were higher than in 2000 and
higher than in most previous years, primarily due to the various unique
activities in 1999, including: equipping a new warehouse in San Antonio;
starting up a plant in the Dominican Republic; and purchasing a warehouse in
Goldsboro, formerly leased by the Company. Capital expenditures in both years
have been funded out of working capital.
The decrease in net working capital from the end of the second quarter of 1999
to the end of the second quarter of 2000 is primarily the result of the loss we
incurred in the fourth quarter of 1999. Net working capital at the end of the
second quarter of 2000 is nearly the same as net working capital at fiscal year
end 1999. During the first half of 2000, our profitability improved compared
with 1999, plus our French subsidiary borrowed approximately $1 million in
French Francs in 2000 to repay other indebtedness and to fund its operations.
During the first half of 1999, we purchased, in the open market, approximately
478 thousand of our common shares, totaling about $4.2 million, to be held in
Treasury. There were no similar transactions in 2000.
Highlights of the significant changes in the components of net working capital
are:
- We ended the second quarter of 2000, with $2.9 million in cash and $9
million in short-term bank loans. This compares with the second quarter of
1999, when we had $8.4 million in cash and $13.5 million in short-term bank
loans. At the end of the second quarter of 1999, cash balances and
short-term bank loans, were higher than usual largely due to the
anticipated $4 million acquisition of an 80% interest in Fargeot et
Compagnie SA of France and related companies ("Fargeot"). The acquisition
of Fargeot was in the process of completion at the end of the second
quarter of 1999, and was completed later in July 1999. There were no
short-term bank loans outstanding at the end of fiscal 1999.
- Accounts receivables at the end of the second quarter of 2000, at $11.7
million, are approximately $900 thousand greater than the $10.8 million at
the end of the second quarter of 1999, largely due to the inclusion of
Fargeot in 2000. The increase in accounts receivable from the $9.7 million
at the end of fiscal 1999, represents a normal seasonal pattern of change
in receivables.
- Inventories at the end of the second quarter of 2000, at $50.0 million, are
about 8.2 percent reduced from the inventory levels of $54.4 million one
year ago, although increased from $40.7 million at the end of fiscal 1999.
The decrease in inventories from the end of the second quarter of 1999 to
the end of the second quarter of 2000 is the result of a planned reduction
in general inventory levels. We had previously stated our intent to reduce
inventory levels from those that had been maintained historically. The
seasonal increase in inventories from the end of fiscal 1999 reflects a
normal seasonal pattern of change in inventories in anticipation of
supporting sales later in the year.
We currently have in place a Revolving Credit Agreement ("Revolver"), with our
three main lending banks. The multi-year Revolver provides a seasonally adjusted
available line of credit ranging from $3 million during January, to a peak of
$42 million from July through November. The Revolver contains financial
covenants that we believe are typical of agreements of similar type and
duration. We are in compliance with all the covenants of the Revolver, and all
other debt agreements. The Revolver currently extends through 2001 and provides
for periodic extensions upon request and with the approval of the banks.
Page 7 of 16 pages
<PAGE> 8
Management's Discussion and Analysis of Financial Condition
and Results of Operations - continued
Impact of Recently Issued Accounting Standards
----------------------------------------------
The FASB issued Statement No. 137, "Accounting for Derivative Instruments and
Hedging Activities - Deferral of Effective Date of FASB Statement No. 133",
which is required to be adopted in fiscal years beginning after June 15, 2000.
The Statement permits early adoption as of the beginning of any fiscal quarter
after its issuance. We expect to adopt the new Statement effective January 1,
2001. The Statement will require companies to recognize all derivatives on the
balance sheet at fair value.
Derivatives that are not hedges must be adjusted to fair value through income.
If a derivative is a hedge, depending on the nature of the hedge, changes in the
fair value of the derivative will either be offset against the change in fair
value of the hedged asset, liability, or firm commitment through earnings, or
recognized in other comprehensive income until the hedged item is recognized in
earnings. The ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings. We do not anticipate that the adoption of
this Statement will have a significant effect on our results of operations or
financial position.
Results of Operations
---------------------
During the second quarter of 2000, net sales amounted to $22.2 million, a 16.0
percent increase compared with sales of $19.2 million during the same quarter in
1999. For the six months, net sales amounted to $46.5 million, a 16.5 percent
increase in net sales when compared with the first six months of 1999. We expect
net sales growth for the second half of 2000 to be more modest.
Net sales increases for the second quarter and six months, occurred largely in
Barry North America and Barry Europe, offset by net sales declines in Thermal
products. Net sales increases in Barry North America occurred mainly in the mass
merchandising area, with some of the increase attributable to the sale of low
margin closeout merchandise, plus a moderate decrease in Dearfoams(R) branded
net sales. Net sales increases in Barry Europe were mainly the result of
including the sales of Fargeot, which we acquired in July 1999, while net sales
throughout the remainder of Europe incurred a modest decline from 1999 to 2000.
(See also note 6 of notes to consolidated financial statements for selected
segment information.)
The results for the second quarter reflect benefits from lower than anticipated
merchandise returns and lower selling support expenses related to the 1999
holiday selling season. This was in part a consequence of our improved
merchandising and sales management efforts.
Gross profit during the second quarter, amounted to $5.6 million, or 25.4
percent of net sales. This compares with gross profit of $4.9 million, also 25.4
percent in the same quarter of 1999. For the six months, gross profit percent
decreased to 30.2 percent in 2000 compared with 33.9 percent in 1999. Most of
the decline in gross profit as a percentage of net sales is the result of a
shift in the mix of products sold between our various higher margin Dearfoams(R)
brand products and lower margin unbranded products sold to mass merchandisers,
the inclusion of lower margin Fargeot products in 2000, plus the sale of low
margin out-of-season and close-out merchandise.
Selling, general and administrative expenses during the quarter amounted to
$11.4 million, an decrease of 12.3 percent from the same quarter one year ago.
For the six months, these expenses amounted to $23.4 million, a decrease of 11.4
percent from the same six months last year. These expenses decreased during the
periods, even though net sales increased. A portion of the decrease in expense
results from the restructuring plan we announced late in the fourth quarter of
1999.
Late in the first quarter of 2000, we reached a resolution of patent
infringement litigation with Domino's Pizza, Inc. As a part of the settlement of
the litigation, we received a $5 million cash payment in early April 2000.
Page 8 of 16 pages
<PAGE> 9
Management's Discussion and Analysis of Financial Condition
and Results of Operations - continued
Net interest expense was nearly flat for the second quarter of 2000 compared
with 1999, although for the six months net interest expense increased from 1999
to 2000. During the second quarter of 2000, net interest expense amounted to
$284 thousand compared with $278 thousand in the first quarter of 1999. For the
six months net interest in 2000 amounted to $490 thousand, compared with $336
thousand in 1999. We started the year 2000 with lower cash balances than in
1999, and as a result we had fewer dollars on which to earn interest on
short-term investments. Lower interest income, then, was primarily responsible
for the increase in net interest expense in 2000.
For the second quarter of 2000, we incurred a net loss of $3.7 million, or $0.39
per share, compared with a net loss during the same quarter of 1999 of $5.2
million, or $0.55 per share. For the six months, we incurred a net loss in 2000
of $3.2 million, or $0.34 per share. The results of operations for the six
months of 2000 include the settlement of the patent infringement litigation. We
estimate that without the settlement payment (and net of the litigation expenses
incurred), we would have incurred a net loss after taxes of approximately $6.0
million, or $0.63 per share. By comparison, during the first six months of 1999,
we incurred a net loss after taxes of $8.1 million, or $0.85 per share. Per
share calculations for both years are the same for both basic loss per share and
for diluted loss per share.
--------------------------------------------------------------------------------
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
The statements in this Quarterly Report on Form 10-Q, which are not historical
fact are forward looking statements based upon our current plans and strategies,
and reflect our current assessment of the risks and uncertainties related to
business, including such things as product demand and market acceptance; the
economic and business environment and the impact of governmental regulations,
both in the United States and abroad; the effects of direct sourcing by
customers of competitive products from alternative suppliers; the effect of
pricing pressures from retailers; inherent risks of international development,
including foreign currency risks, the implementation of the Euro, economic,
regulatory and cultural difficulties or delays in our business development
outside the United States; our ability to improve processes and business
practices to keep pace with the economic, competitive and technological
environment; capacity, efficiency, and supply constraints; weather; and other
risks detailed in the our press releases, shareholder communications, and
Securities and Exchange Commission filings. Actual events affecting us and the
impact of such events on our operations may vary from those currently
anticipated.
--------------------------------------------------------------------------------
Page 9 of 16 pages
<PAGE> 10
ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Risks
----------------------
We transact business in various foreign countries. Our primary foreign currency
net cash outflows occur in Mexico and to a lesser extent in the Dominican
Republic. We do not hedge anticipated foreign currency net cash outflows in the
Mexican Peso or the Dominican Peso, as these currencies generally have declined
in value over time, when compared with the U. S. Dollar. In addition, forward
contracts in these currencies are not normally economically available.
Our primary foreign currency net cash inflows are generated from Canada and
Western Europe. We do employ a foreign currency hedging program utilizing
currency forward exchange contracts for anticipated net cash inflows in the
these areas. Under this program, increases or decreases in net local operating
revenue and expenses as measured in U. S. Dollars are partially offset by
realized gains and losses on hedging instruments. The goal of the hedging
program is to economically fix the exchange rates on projected foreign currency
net cash inflows. Foreign currency forward contracts are not used for trading
purposes.
All foreign currency contracts are marked-to-market and unrealized gains and
losses are included in the current period's calculation of net income. Because
not all economic hedges qualify as accounting hedges, unrealized gains and
losses may be recognized in net income in advance of the actual projected net
foreign currency cash flows. This often results in a mismatch of accounting
gains and losses, and transactional foreign currency net cash flow gains and
losses.
We believe that the impact of foreign currency forward contracts is not material
to our financial condition or results of operations. At the end of the second
quarter of 2000, we had net foreign currency contracts outstanding to sell
forward the following currencies. All contracts mature later in 2000.
<TABLE>
<CAPTION>
Nominal Amount in Approximate Estimated Fair Unrealized Gain or
thousands Average Value as of (Loss), as of
US Dollars Exchange Rate July 1, 2000 July 1, 2000
(in thousands) (in thousands)
<S> <C> <C> <C> <C>
Canadian Dollar $348 US$1 = CAN 1.43 $ 338 ($10)
Pound Sterling $1,142 US$1 = GPB 0.61 $1,062 ($80)
Euros $ 183 US$1 = Euro 1.09 $ 209 $26
</TABLE>
Page 10 of 16 pages
<PAGE> 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
--------------------------
Not applicable
Item 2. Changes in Securities and Use of Proceeds
--------------------------------------------------
(a) through (d) Not Applicable
Item 3. Defaults Upon Senior Securities
----------------------------------------
(a), (b) Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
(a) The Company's Annual Meeting of Shareholders (the "Annual Meeting")
was held on May 11, 2000. At the close of business on the record date,
March 15, 2000, 9,350,657 common shares were outstanding and entitled
to vote at the Annual Meeting. At the Meeting, 8,144,645 or 87.1% of
the outstanding common shares entitled to vote were represented in
person or by proxy.
(b) Directors elected at the Annual Meeting were:
Harvey M. Krueger
For: 7,899,127
Withheld: 245,518 Broker non-vote: none
David L. Nichols
For: 7,862,643
Withheld: 282,002 Broker non-vote: none
Janice Page
For: 7,925,508
Withheld: 219,137 Broker non-vote: none
Other directors whose term of office continued after the Annual
Meeting:
Edward M. Stan Gordon Zacks Richard L. Burrell
Christian Galvis Philip G. Barach Roger E. Lautzenhiser
(c) See Item 4(b) for the voting results for directors
(d) Not Applicable
Item 5. Other Information
--------------------------
No response required
Item 6. Exhibits and Reports on Form 8-K
----------------------------------------
(a) EXHIBITS: See Index to Exhibits at page 13.
(b) REPORTS ON FORM 8-K: No reports on Form 8-K were filed during the
quarter ended July 1, 2000.
Page 11 of 16 pages
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
R. G. BARRY CORPORATION
-----------------------
Registrant
August 4, 2000
--------------
date
/s/ Daniel D. Viren
-------------------
Daniel D. Viren
Senior Vice President - Finance
(Principal Financial Officer)
(Duly Authorized Officer)
Page 12 of 16 pages
<PAGE> 13
R. G. BARRY CORPORATION
INDEX TO EXHIBITS
Exhibit No. Description Location
----------- ----------- --------
4 Second Amendment to Revolving Credit Agreement, dated
as of June 30, 2000, among The Huntington National 14 and 15
Bank, The Bank of New York, and Bank One, N. A., as
lenders; The Huntington National Bank, as agent; and
the Registrant
27 Financial Data Schedule 16
(Period ended July 1, 2000)
Page 13 of 16 pages
