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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
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)
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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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AMENDMENT NO. 19
TO
SCHEDULE 13D
CUSIP NO. 068798-10-7
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Gordon Zacks
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
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: 917,140
8. SHARED VOTING POWER: -0-
9. SOLE DISPOSITIVE POWER: 470,014
10. SHARED DISPOSITIVE POWER: -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
917,140
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):
9.7%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
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AMENDMENT NO. 19
TO
SCHEDULE 13D
Item 1. Security and Issuer.
This Amendment No. 19 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. 19 amends certain information set forth in the Schedule 13D, as previously
amended.
Item 3. Source and Amount of Funds or Other Consideration.
On May 13, 1999, Mr. Zacks was issued 50,000 Common Shares (the
"Restricted Shares") pursuant to the terms of a Restricted Stock Agreement (the
"Agreement") with the Company. Although Mr. Zacks will exercise all voting
rights with respect to the Restricted Shares and will be entitled to receive all
dividends payable thereon, none of the Restricted Shares may be sold,
transferred, pledged or otherwise alienated or encumbered until certain
conditions set forth in the Agreement are satisfied. The issuance of the
Restricted Shares to Mr. Zacks was in consideration for the significant
contributions that Mr. Zacks has made to the Company during his many years of
service to the Company and other considerations recited in the Agreement. Mr.
Zacks has contributed no funds for the purpose of acquiring the Restricted
Shares.
In general, the restrictions on transfer of the Restricted Shares will
lapse with respect to 20% of the total number of Restricted Shares issued under
the Agreement on each of May 13, 2000, May 13, 2001, May 13, 2002, May 13, 2003
and May 13, 2004. In addition, in the event of Mr. Zacks' death or total and
permanent disability prior to May 13, 2004, all remaining restrictions on the
Restricted Shares will lapse.
If Mr. Zacks' employment is terminated by the Company for "Cause," as
that term is defined in Section 5(b) of the Employment Agreement dated July 1,
1998 between the Company and Mr. Zacks (the "Employment Agreement"), or if Mr.
Zacks terminates his employment for any reason other than a "Good Reason," as
that term is defined in Section 5(c) of the Employment Agreement,
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Mr. Zacks will forfeit any Restricted Shares whose transfer restrictions have
not previously lapsed under the Agreement. If Mr. Zacks' employment is
terminated by the Company for any reason other than for "Cause" (as defined in
Section 5(b) of the Employment Agreement) or by Mr. Zacks for "Good Reason" (as
defined in Section 5(c) of the Employment Agreement), restrictions will lapse,
effective on the date of such termination of employment, on all of the
Restricted Shares then covered by transfer restrictions. All transfer
restrictions on the Restricted Shares which have not previously lapsed will
lapse effective on a Change of Control of the Company, as that term is defined
in Section 9 of the Employment Agreement.
As described more fully in Item 5(c) of this Amendment No. 19, on May
13, 1999, Mr. Zacks was granted two incentive stock options covering an
aggregate of 6,250 Common Shares and a non-qualified stock option covering
18,750 Common Shares. Mr. Zacks paid no consideration to the Company in
connection with the grant of such stock options.
Item 4. Purpose of Transaction.
See Item 3 of this Amendment No. 19.
Item 5. Interest in Securities of the Issuer.
(a) Amount beneficially owned: 917,140 (1)(2)(3)
Percentage of class: 9.7% (4)
(b) Number of Common Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
917,140 (1)(2)(3)
(ii) Shared power to vote or direct the vote:
None
(iii) Sole power to dispose or to direct the disposition of:
470,014 (1)(2)(3)
(iv) Shared power to dispose or to direct the disposition of:
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 127,314 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. 19. 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 204,770 Common Shares of record, as to which he has
sole voting and investment power. Of such Common Shares, 50,000 Common
Shares are subject to the terms of that certain Restricted Stock
Agreement, dated May 13, 1999, between Mr. Zacks and the Company. See
Items 3, 6 and 7 of this Amendment No. 19.
(4) Based upon the sum of (a) 9,349,407 Common Shares outstanding as of
December 31, 1999 and (b) 127,314 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. 19.
(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. 18 to the Schedule 13D (January 29, 1999):
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<TABLE>
<CAPTION>
Number of
Common Shares Date Consideration Type of Transaction
- ------------- ---- ------------- -------------------
<S> <C> <C> <C>
5,136 5/13/99 N/A Receipt of grant of incentive
stock option by Mr. Zacks
under the Company's 1994 Stock
Option Plan - becomes
exercisable with respect to
5,136 Common Shares on fourth
anniversary of grant date.
1,114 5/13/99 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
1,114 Common Shares on fourth
anniversary of grant date.
18,750 5/13/99 N/A Receipt of grant of
non-qualified stock option by
Mr. Zacks under the Company's
1994 Stock Option Plan -
becomes exercisable with
respect to 6,250 Common Shares
on each of first, second and
third anniversaries of
grant date.
50,000 5/13/99 See Item 3 Receipt of award of Restricted
Shares pursuant to terms of
Restricted Stock Agreement,
dated as of May 13, 1999,
between Mr. Zacks and the Company.
</TABLE>
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(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) of this Amendment No. 19.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See Item 3 of this Amendment No. 19.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Restricted Stock Agreement, dated as of May 13, 1999, between
Gordon Zacks and R. G. Barry Corporation (incorporated herein
by reference to Exhibit 10.1 to the Quarterly Report on Form
10-Q for the fiscal quarter ended July 3, 1999 of R. G. Barry
Corporation (File No. 1-8769)).
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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.
Dated: 2-7 , 2000 /s/ Gordon Zacks
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Gordon Zacks
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