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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 30, 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
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(Exact name of Registrant as specified in its charter)
Ohio 31-4362899
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13405 Yarmouth Road N.W., Pickerington, Ohio 43147
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 864-6400
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange On Which Registered
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Common Shares, Par Value $1.00 New York Stock Exchange
(9,372,907 outstanding as of March 15, 2001)
Series I Junior Participating New York Stock Exchange
Class A Preferred Share Purchase Rights
Securities registered pursuant to Section 12(g) of the Act: None
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 .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Based upon the closing price reported on the New York Stock Exchange on March
15, 2001 ($2.70), the aggregate market value of the Common Shares of the
Registrant held by non-affiliates on that date was approximately $22,603,000.
Documents Incorporated by Reference:
(1) Portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 30, 2000, are incorporated by reference
into Parts I and II of this Annual Report on Form 10-K.
(2) Portions of the Registrant's definitive Proxy Statement for its
Annual Meeting of Shareholders to be held on May 10, 2001, are
incorporated by reference into Part III of this Annual Report on Form
10-K.
Index to Exhibits begins on Page E-1.
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PART I
ITEM 1. BUSINESS.
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R. G. Barry Corporation ("R. G. Barry") is organized under Ohio law. R.
G. Barry and its subsidiaries, Barry de Mexico, S.A. de C.V., Barry de Acuna,
S.A. de C.V., Barry de Zacatecas, S.A. de C.V., ThermaStor Technologies, Ltd.,
LLC, R. G. Barry (Texas) LP, Barry de la Republica Dominicana, S.A. de C.V., R.
G. Barry International, Inc., R. G. Barry Holdings, Inc., R. G. Barry (France)
Holdings, Inc., Escapade, S.A., Fargeot et Compagnie, S.A., Michel Fargeot,
S.A., R.G.B., Inc. and Vesture Corporation ("Vesture") (R. G. Barry and its
subsidiaries are referred to collectively as the "Company"), manufacture and
market products which serve the comfort needs of people. The Company believes it
is the world's largest manufacturer of comfort footwear for
at-and-around-the-home, and, through its Vesture subsidiary, manufactures and
markets thermal retention technology products incorporating the Company's
MICROCORE* technologies. Comfort is the dominant influence in the Company's
brand lines.
Effective July 22, 1999, R. G. Barry acquired 80% of the outstanding
stock of Escapade, S.A., which owns Fargeot et Compagnie, S.A. and Michel
Fargeot, S.A. (collectively, "Fargeot"), all of Thiviers, France. The purchase
price of $4,173,000 was paid in cash, and the acquisition has been accounted for
by the purchase method of accounting. The Escapade purchase agreement includes
put and call options for the purchase of the remaining 20% of the shares not
owned by R. G. Barry. The 20% shareholder may put the shares to R. G. Barry at
any time after July 22, 2004 for a period of five years at the price determined
under the purchase agreement. R. G. Barry may call the remaining shares and
purchase them at any time after July 22, 2000 for a period of nine years on the
same basis.
In 1999, the Company recognized that it needed to lower its levels of
production and to lessen its manufacturing capacity. The Company closed a plant
in Shenzhen, China, although it opened a plant in the Dominican Republic. The
Company believed that the customs duty advantages enjoyed between the Dominican
Republic and Europe would outweigh the need to reduce capacity. After opening
the plant in the Dominican Republic, Mexico completed a new trade agreement with
the European Union that will provide duty-free entry into Europe by 2003 for
products assembled in Mexico. The Company's need to reduce internal
manufacturing capacity coupled with the logistics advantages and manufacturing
efficiencies currently enjoyed in the Company's Mexican assembly plants were
instrumental in the Company's decision to close the plant in the Dominican
Republic in December 2000.
In 1999, the Company opened a warehouse in San Antonio, Texas to serve
what it believed was a need to house increased finished goods inventory for the
Soluna(TM) line of products first introduced in 1999. By 2000, the Soluna(TM)
products had not achieved expected results and the Company concluded that this
warehouse was too large and too expensive for its prospective use. This was
especially so, in light of the significant reduction in inventory levels from
1999 to year-end 2000 in furtherance of the Company's previously-announced
strategy. Moreover, the Company's strategy for the future includes acquiring
greater portions of its inventories from third-party suppliers, thus reducing
the need to take large portions of finished goods into the Company's warehouses
for extended periods of time. In mid-2000, the Company closed the San Antonio,
Texas warehouse and moved into a smaller facility that the Company already
controlled in Laredo, Texas. Further information concerning the restructuring
changes which occurred in 1999 and 2000 is presented in Note (14) to the
Consolidated Financial Statements on
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* Hereinafter denotes a trademark of the Company registered in the United States
Department of Commerce Patent and Trademark Office.
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pages 32 and 33 of R. G. Barry's Annual Report to Shareholders for the fiscal
year ended December 30, 2000, which is incorporated herein by this reference.
During the fiscal year ended December 30, 2000, the Company had three
operating segments: the Barry Comfort North America group, which includes
at-and-around-the-home comfort footwear products manufactured and sold in North
America; the Barry Comfort Europe group, which includes at-and-around-the-home
comfort footwear products sold in Europe and footwear products sold by Fargeot;
and the Thermal group, which includes thermal retention technology products.
Financial information on the Company's segments for the three years ended
December 30, 2000, is presented in Note (13) to the Consolidated Financial
Statements on pages 30, 31 and 32 of R. G. Barry's Annual Report to Shareholders
for the fiscal year ended December 30, 2000, which is incorporated herein by
this reference.
PRINCIPAL PRODUCTS
The Company designs, manufactures and markets specialized comfort
footwear for men, women and children. The Company is in the business of
responding to consumer demand for comfortable footwear combined with attractive
appearance. The Company designs, manufactures and markets thermal retention
products in the food preservation; portable, personal comfort; and comfort
therapy categories as well as products which use thermal retention technology to
preserve and/or transport temperature-sensitive or perishable commodities.
Barry Comfort North America/Barry Comfort Europe
Historically, the Company's primary products have been foam-soled,
soft, washable slippers for men, women and children. The Company developed and
introduced women's Angel Treads*, the world's first foam-soled, soft, washable
slipper, in 1947. Since that time, the Company has introduced additional
slipper-type brand lines for men, women and children designed to provide
comfort, softness and washability. These footwear products are sold, for the
most part, under various brand names including Angel Treads*, Barry*Comfort,
Dearfoams*, Dearfoams* for Kids, Dearfoams* for Men, Madye's*, Snug Treds*, Soft
Notes*, EZfeet*, Mushrooms* Slippers and Fargeot. The Company has also at times
marketed slipper-type footwear under licensed trademarks. See "TRADEMARKS AND
LICENSES."
The Company's foam-soled footwear lines have fabric uppers made of
terry cloths, velours, fleeces, satins, nylons and other washable materials, as
well as uppers made of suede and other man-made materials. Different brand lines
are marketed for men, women and children with a variety of styles, colors and
ornamentation.
The marketing strategy for the Company's slipper-type brand lines has
been to expand counter and floor space for these products by creating and
marketing brand lines to different portions of the consumer market. Retail
prices for the Company's footwear normally range from approximately $5 to $30
per pair, depending on the style of footwear, type of retail outlet and retailer
mark-up.
The Company also manufactures and markets the Soft Notes* foam
cushioned casual slipper line. The Company believes that this brand line is a
bridge between slippers and casual footwear. The marketing strategy with respect
to this product emphasizes the fashion, comfort and versatility provided by the
Soft Notes* foam cushioned casual slippers.
The Company believes that many consumers of its slippers are loyal to
the Company's brand lines, usually own more than one pair of slippers and have a
history of repeat purchases. Substantially all
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of the slipper brand lines are displayed on a self-selection basis in
see-through packaging at the point of purchase and have appeal to the "impulse"
buyer. The Company believes that many of the slippers are purchased as gifts for
others.
Many styles of slipper-type footwear have become standard in the
Company's brand lines and are in demand year after year. For many of these
styles, the most significant changes made in response to fashion changes are in
ornamentation, fabric and/or color. The Company often introduces new, updated
styles of slippers with a view toward enhancing the fashion appeal and freshness
of its products. The Company anticipates that it will continue to introduce new
styles in future years in response to fashion changes.
It is possible to fit most consumers of the Company's slipper-type
footwear within a range of four to six sizes. This allows the Company to carry
lower levels of inventories in these slipper lines compared to other footwear
manufacturers.
Thermal
In 1994, the Company introduced on a national basis its thermal
retention technology products for consumers featuring MICROCORE*
microwave-activated technology developed by the Company. During that year, R. G.
Barry also acquired all of the outstanding stock of Vesture, the originators of
microwave-heated comfort care products.
The Company's MICROCORE* thermal retention technology consists of a
family of patented or proprietary technologies which, when energized with heat
or cold, act as reservoirs that release heat or cold at a constant temperature
for extended periods of time. The MICROCORE* thermal retention products have
application as: (1) commercial products which use the Company's MICROCORE*
patented thermal retention technology, either hot or cold, to preserve and
transport temperature-sensitive or perishable commodities such as food,
medicine, pharmaceuticals and flowers; and (2) thermal retention consumer
products the Company creates, designs, sells and distributes under its brand
names.
Since 1997, the focus of the thermal business has been on commercial
applications of the thermal retention technologies and on comfort therapy, and
personal care items.
In the commercial product area, the Company has made a strategic
decision to focus on the commercial application of MICROCORE* patented thermal
retention technology, either hot or cold, to preserve and/or transport
temperature-sensitive or perishable commodities. The Company's POWERTECH* with
MICROCORE* is a patented portable heat storage technology which permits
portable, electrically-energized heat storage from either A.C. or D.C. power
sources and at specific temperatures through the use of a thermostat.
Underwriters Laboratories Inc. has granted a UL listing mark to the Company's
POWERTECH* with MICROCORE* Pizza Delivery System which is designed to keep pizza
hot at oven temperatures for an extended time period so that pizza marketers may
deliver pizza to a home oven-hot, dry and crisp. The Company launched its
POWERTECH* with MICROCORE* hot food delivery system with Donatos Pizza of
Columbus, Ohio, a 130-store regional Midwest pizza chain, in the Fall of 1998.
In April 2000, the Company entered into a two-year agreement to supply its Quick
Heat(TM) with MICROCORE(R) Pizza Delivery System to Papa John's International,
Inc., the nation's No. 3 pizza chain. The Company continues in various stages of
testing the POWERTECH* with MICROCORE* Pizza Delivery System with other national
and large regional pizza chains throughout the United States.
In March 2000, the patent infringement lawsuit which R. G. Barry and
Vesture had filed against Domino's Pizza, Inc. and Phase Change Laboratories,
Inc. was settled. As a part of this settlement, the
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Company received a cash payment of $5 million, and entered into a $1 million
licensing arrangement with Domino's for the future use of the Company's patented
thermal retention technology.
The Company's thermal retention products for consumers generally fall
within two categories: (1) food preservation products, such as breadwarmer
baskets and portable food carriers; and (2) comfort therapy products, such as
heating pads and backwarmers, and portable, personal self-care comfort products,
such as heated booties, neck packs and shoulder packs. Retail prices for
substantially all of the Company's thermal retention consumer products normally
range from approximately $12 to $40, depending on the product, type of retail
outlet and retailer mark-up. The Company believes that the food preservation and
comfort therapy thermal retention products are not weather sensitive and have a
year-round sales appeal while the cold weather portion of the portable, personal
self-care comfort product line is more seasonal and affected by weather changes.
The thermal retention consumer products are sold under the major brand lines of
Dearfoams*, Vesture*, Lava*, LavaPac*, LavaBuns* and LavaBooties*. All carry
MICROCORE* energy packs.
MARKETING
The Company's slipper-type brand lines and thermal retention self-care
consumer products are sold to traditional department stores, promotional
department stores, national chain department stores and specialty stores;
through mass merchandising channels of distribution such as discount stores,
warehouse clubs, drug and variety chain stores, and supermarkets; and to
independent retail establishments. The Company markets these products primarily
through Company salespersons and, to a lesser extent, through independent sales
representatives. As discussed below, the Company has entered into a strategic
alliance with British slipper maker GBR Limited related to the distribution of
comfort footwear products in the United Kingdom and Ireland. The Company does
not finance its customers' purchases.
Each spring and autumn and at numerous other times during the year, new
designs and styles are presented to buyers representing the Company's retail
customers at regularly scheduled showings. Company designers also produce new
styles and experimental designs throughout the year which are evaluated by the
Company's sales and marketing personnel. Buyers for department stores and other
large retail customers attend the spring and autumn showings and make periodic
visits to the Company's showroom in New York. Company salespersons regularly
visit retail customers. The Company also regularly makes catalogs available to
its current and potential customers and periodically follows up with current and
potential customers by telephone. In addition, the Company participates in trade
shows, both regionally and nationally.
During the 2000 Christmas selling season, the Company again provided
approximately 400 temporary merchandisers to service the retail selling floor of
department stores and chain stores nationally. The Company believes that this
point-of-sale management of the retail selling floor, combined with computerized
automatic replenishment systems the Company installed with the stores, put the
Company in a position to optimize its comfort footwear business during the
fourth quarter.
Sales during the last six months of each year have historically been
greater than during the first six months. The Company's inventory is largest in
early autumn in order to accommodate the retailers' fall selling seasons.
The Company advertises principally in the print media. The Company's
promotional efforts are often conducted in cooperation with customers. The
Company's products are displayed at the retail-store level on a self-selection
and gift-purchase basis.
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The Company believes it has an opportunity for expansion in Europe for
its at-and-around-the-home comfort footwear. The Company has begun to build its
business in Europe. The Company's international sales are focused on the
department store channels and hypermarkets primarily in the United Kingdom and
France. In 2000, the Company entered into a strategic alliance with British
slipper maker GBR Limited. A new company, Barry (GBR) Limited, was formed to
sell comfort footwear products in the United Kingdom and Ireland. After entering
into this distributorship-like arrangement, the Company closed its London
offices and shifted responsibility for marketing, selling, planning and
financial administration for its products in the United Kingdom and Ireland to
Barry (GBR) Limited. In return, the Company receives a fee on the transfer of
all R. G. Barry-manufactured products to the new company and royalties on the
sales of all products supplied to Barry (GBR) Limited by others. The Company's
distribution center in Wales now handles products for Barry Comfort Europe and
for Barry (GBR) Limited. The Company also markets its comfort footwear products
in Canada, Mexico and several other countries around the world. In 2000, the
Company's European net sales comprised approximately 7.8% of its total net
sales. Financial information for the three years ended December 30, 2000 for the
geographic areas in which the Company operates is presented in Note (13) to the
Consolidated Financial Statements on pages 30, 31 and 32 of R. G. Barry's Annual
Report to Shareholders for the fiscal year ended December 30, 2000, which is
incorporated herein by this reference.
The Company markets its thermal retention commercial products directly
to prospective customers through Company personnel. The Company does not finance
its customers' purchases.
RESEARCH AND DEVELOPMENT
Most of the Company's research efforts are undertaken in connection
with the design and consumer appeal of new styles of slipper-type footwear and
thermal retention products. During the 2000, 1999 and 1998 fiscal years, the
amounts spent by the Company in connection with the research and design of new
products and the improvement or redesign of existing products were approximately
$2.7 million, $3.7 million and $3.9 million, respectively. Substantially all of
the foregoing activities were Company-sponsored. Approximately 50 employees are
engaged full time in research and design.
MATERIALS
The principal raw materials used by the Company in the manufacture of
its slipper and thermal retention product brand lines are textile fabrics,
threads, foams and other synthetic products. All are available domestically from
a wide range of suppliers. The Company has experienced no difficulty in
obtaining raw materials from suppliers and anticipates no future difficulty.
TRADEMARKS AND LICENSES
Approximately 96% of the Company's sales are represented by brand items
sold under trademarks owned by the Company. The Company is the holder of many
trademarks which identify its products. The trademarks which are most widely
used by the Company include: (a) Angel Treads*, Barry*Comfort, Dearfoams*,
Dearfoams* for Kids, Dearfoams* for Men, Madye's*, Snug Treds*, Soft Notes*,
EZfeet*, and Fargeot, in the Company's Barry Comfort businesses; and (b)
Dearfoams*, Vesture*, Lava*, LavaPac*, LavaBuns*, LavaBooties*, MICROCORE* and
POWERTECH,* in the Company's Thermal business. The Company believes that its
products are identified by its trademarks and, thus, its trademarks are of
significant value. Each registered trademark has a duration of 20 years and is
subject to an indefinite number of renewals for a like period upon appropriate
application. The Company intends to continue the use of each of its trademarks
and to renew each of its registered trademarks.
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The Company has also sold comfort footwear under various names as
licensee under license agreements with the owners of those names. In each of the
last three fiscal years, less than 1% of the Company's total sales were
represented by footwear sold under licensed names.
In November 2000, R. G. Barry entered into a license agreement with a
subsidiary of Liz Claiborne, Inc. which allows R. G. Barry to manufacture and
market slippers under the Liz Claiborne** and Claiborne** labels. R. G. Barry's
new Liz Claiborne** Slippers for Women and Claiborne** Slippers for Men will be
sold in upper-tier department stores and specialty retailers nationwide. The
first collections of Liz Claiborne** Slippers for Women became available to the
trade in March 2001, for Fall 2001 delivery. Claiborne** Slippers for Men will
be introduced in 2002. The Liz Claiborne** Slippers for Women and Claiborne**
Slippers for Men will initially be sold within the United States and Canada,
although the licensor may, in its discretion, grant R. G. Barry the right to
distribute these slippers in other foreign countries. The initial term of the
license agreement continues through December 31, 2005, and is renewable for an
additional five-year term if the net sales of slippers bearing the Liz
Claiborne** and Claiborne** labels for the year immediately preceding the last
year of the initial term equal or exceed a specified level. The licensor has the
right to terminate the license agreement if minimum specified net sales levels
are not achieved for two consecutive years.
CUSTOMERS
The only customer of the Company which accounted for more than 10% of
the Company's consolidated net sales in the 2000, 1999 and 1998 fiscal years was
Wal-Mart Stores, Inc., a Barry Comfort North America customer, which accounted
for 21% in 2000, 23% in 1999 and 22% in 1998.
BACKLOG OF ORDERS
The Company's backlogs of orders at the close of the 2000 and 1999
fiscal years were approximately $8.7 million and $10 million, respectively. The
Company anticipates that a large percentage of the orders as of the end of the
2000 fiscal year will be filled during the current fiscal year.
Generally, the Company's backlog of unfilled sales orders is largest
after the spring and autumn showings of the Company. For example, the Company's
approximate backlog of unfilled sales orders following the conclusion of such
showings during the last two years was: August 2000 -$47 million; August 1999 -
$54 million; February 2000 - $8 million; and February 1999 - $13 million. The
Company's backlog of unfilled sales orders reflects the seasonal nature of the
Company's sales - approximately 70% to 75% of such sales occur during the second
half of the year as compared to approximately 25% to 30% during the first half
of the year.
INVENTORY
While some styles of the Company's slipper-type brand lines change
little from year to year, the Company has also introduced, and intends to
continue to introduce, new, updated styles in an effort to enhance the comfort
and fashion appeal of its products. As a result, the Company anticipates that
some of its slipper styles will change from season to season, particularly in
response to fashion changes. The Company has introduced a variety of new thermal
retention products to compliment its existing products in response to consumer
and commercial demand. The Company believes that it will be able to control the
level of its obsolete inventory. Traditionally, the Company has had a limited
and manageable
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** Denotes a trademark of the licensor registered in the United States
Department of Commerce Patent and Trademark Office.
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exposure to obsolete inventory. However, in 2000, as a result of the Company's
aggressive effort to lower inventory levels, the Company sold a sizeable amount
of obsolete and out-of-season inventory in a short period of time for little or
no profit. By the end of the 2000 fiscal year, the Company had liquidated
substantially all of this obsolete and out-of-season inventory.
Over the next several years, the Company intends to migrate to a
company that produces approximately two-thirds of its products in-house and
outsources the remainder to third-party suppliers. In recent years, the Company
had produced approximately 90% in-house and outsourced approximately 10%. Early
in 2001, the Company opened a representative office in Hong Kong, which will be
responsible for procuring outsourced products from the Far East.
COMPETITION
The Company operates in the portion of the footwear industry providing
comfort footwear for at-and-around-the-home. The Company believes that it is a
small factor in the highly competitive footwear industry. The Company also
believes that it is the world's largest manufacturer of comfort footwear for
at-and-around-the-home. The Company also operates in an area where it provides
portable warmth and cold through its line of thermal retention technology
commercial and consumer products. The Company competes primarily on the basis of
the value, quality and comfort of its products, service to its customers, and
its marketing expertise. The Company knows of no reliable published statistics
which indicate its current relative position in the footwear or any other
industry or in the portion of the footwear industry providing comfort footwear
for at and around the home or its current relative position in the thermal
retention product industry.
MANUFACTURING, SALES AND DISTRIBUTION FACILITIES
The Company has six manufacturing facilities. The Company operates
sewing plants in Nuevo Laredo, Ciudad Acuna, and Zacatecas, Mexico. The Company
also operates a cutting plant in Laredo, Texas and a sole molding operation in
San Angelo, Texas. The Company produces thermal retention products at its
manufacturing facilities in Asheboro, North Carolina, and Nuevo Laredo, Mexico.
The Company closed the factory in Santo Domingo, Dominican Republic, in December
2000.
The Company maintains sales offices in New York, New York and Paris,
France and a sourcing representative office in Hong Kong. The Company also
operates distribution centers in Asheboro and Goldsboro, North Carolina; San
Angelo and Laredo, Texas; Rhymney, Gwent, Wales; and Thiviers, France.
The Company's principal manufacturing, sales and distribution
facilities are described more fully in ITEM 2. PROPERTIES.
EFFECT OF ENVIRONMENTAL REGULATION
Compliance with federal, state and local provisions regulating the
discharge of materials into the environment, or otherwise relating to the
protection of the environment, has not had a material effect on the Company's
capital expenditures, earnings or competitive position. The Company believes
that the nature of its operations has little, if any, environmental impact. The
Company, therefore, anticipates no material capital expenditures for
environmental control facilities for its current fiscal year or for the
foreseeable future.
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EMPLOYEES
At the close of the 2000 fiscal year, the Company employed
approximately 2,600 persons.
ITEM 2. PROPERTIES.
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The Company owns a warehouse facility in Goldsboro, North Carolina,
containing approximately 170,000 square feet.
The Company leases space aggregating approximately 1 million square
feet at an approximate aggregate annual rental of $3.0 million. The following
table describes the Company's principal leased properties:
APPROXIMATE APPROXIMATE LEASE
LOCATION USE SQUARE FEET ANNUAL RENTAL EXPIRES RENEWALS
- -------- --- ----------- ------------- ------- --------
Empire State Building Sales Office 4,300 $115,000 2003 None
New York City, N.Y.
2800 Loop 306 Manufacturing, Office, 145,800 $166,000 (1) 2005 10 years
San Angelo, Texas Warehouse
Distribution Center Shipping, Warehouse 172,800 $462,000 (1) 2007 15 years
San Angelo, Texas
Cesar Lopez de Lara Manufacturing, Office 90,200 $300,000 2004 None
Ave.
Nuevo Laredo, Mexico
Ciudad Acuna Manufacturing, Office 64,700 $302,000 2004 5 years
Industrial Park
Ciudad Acuna, Mexico
Bob Bullock Loop Manufacturing, Warehouse, 165,000 $386,000 (1) 2001 2 terms-5
Laredo, Texas Office years each
Bob Bullock Loop Manufacturing, Warehouse, 76,000 $190,000 (1) 2006 5 years
Laredo, Texas Storage
Industrial Zone Manufacturing 26,200 $ 58,000 2003 1 term of 5
Zacatecas, Mexico years
Industrial Zone Manufacturing 25,800 $ 48,000 2005 3 terms-5
Zacatecas, Mexico years each
120 E. Pritchard St. Manufacturing, Office, 57,500 $ 96,000 (1) 2001 None
Asheboro, North Carolina Warehouse
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APPROXIMATE APPROXIMATE LEASE
LOCATION USE SQUARE FEET ANNUAL RENTAL EXPIRES RENEWALS
- -------- --- ----------- ------------- ------- --------
8000 Interstate Administrative Office 17,000 $322,000 2003 None
Highway 10 West
San Antonio, Texas
Rhymney, Gwent, Wales Warehouse 8,000 $ 21,000 Month- N/A
to-Month
West Gate Tower Sourcing Representative 1,311 $28,700 2003 None
7 Wing Hong Street Office
Lai Chi Kok, Kowloon
Hong Kong
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(1) Net lease.
The Company believes that all of the buildings owned or leased by it
are well maintained, in good operating condition, and suitable for their present
uses.
ITEM 3. LEGAL PROCEEDINGS.
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There are no pending legal proceedings to which R. G. Barry or any of
its subsidiaries is a party or to which any of their respective properties are
subject, except routine legal proceedings to which they are parties incident to
their respective businesses. None of these proceedings are considered by R. G.
Barry to be material.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- ------------------------------------------------------------
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT.
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The following table lists the names and ages of the executive officers
of R. G. Barry as of March 15, 2001, the positions with R. G. Barry presently
held by each executive officer and the business experience of each executive
officer during the past five years. Unless otherwise indicated, each individual
has had his principal occupation for more than five years. Executive officers
serve at the discretion of the Board of Directors and in the case of Messrs.
Zacks, Lenich, Galvis and Viren, pursuant to employment agreements.
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POSITION(S) HELD WITH R. G. BARRY AND
NAME AGE PRINCIPAL OCCUPATION(S) FOR PAST FIVE YEARS
- ---- --- -------------------------------------------
Gordon Zacks 68 Chairman of the Board and Chief Executive Officer
since 1979, President from 1992 to February 2001, and
a Director since 1959, of R. G. Barry
William Lenich 52 President, Chief Operating Officer and a Director of
R. G. Barry since February 2001; President and Chief
Operating Officer of International from 1997 to
February 2001, and Group President of Retail from
1999 to February 2001 and from 1990 to 1997, of Nine
West Group, Inc., a women's retail shoe company
Christian Galvis 59 Executive Vice President-Operations and a Director
since 1992, President-Operations of Barry Comfort
Group since January 1998, and Vice
President-Operations from 1991 to 1992, of R. G.
Barry
Daniel D. Viren 54 Senior Vice President - Finance and Chief Financial
Officer since June 2000, Secretary and Treasurer
since October 2000, Senior Vice President -
Administration from 1992 to July 1999, and Assistant
Secretary from 1994 to July 1999, of R. G. Barry;
Senior Vice President and Chief Financial Officer of
Metatec International, Inc., an international
information distribution company, from July 1999 to
June 2000
Harry Miller 58 Vice President-Human Resources of R. G. Barry since 1993
Donald Van Steyn 56 Vice President, Chief Information Officer since May
2000, Vice President - Information Systems/Services
from May 1996 to May 2000 and Director of Information
Services from December 1988 to May 1996 of R. G.
Barry
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
- ------------------------------------------------------------------------------
The information called for in this Item 5 is incorporated by reference
to page 10 of R. G. Barry's Annual Report to Shareholders for the fiscal year
ended December 30, 2000.
ITEM 6. SELECTED FINANCIAL DATA.
- ----------------------------------
The information called for in this Item 6 is incorporated by reference
to pages 8 and 9 of R. G. Barry's Annual Report to Shareholders for the fiscal
year ended December 30, 2000.
-11-
12
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- -------------------------------------------------------------------------------
OF OPERATION.
- -------------
The information called for in this Item 7 is incorporated by reference
to pages 11 through 16 of R. G. Barry's Annual Report to Shareholders for the
fiscal year ended December 30, 2000.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
- ---------------------------------------------------------------------
As of December 30, 2000, R. G. Barry and its subsidiaries were not
party to any market risk sensitive instruments which would require disclosure
under Item 305 of Regulation S-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
- -----------------------------------------------------
The Consolidated Balance Sheets of R. G. Barry and its subsidiaries as
of December 30, 2000 and January 1, 2000, the related Consolidated Statements of
Operations, of Shareholders' Equity and of Cash Flows for each of the fiscal
years in the three-year period ended December 30, 2000, the related Notes to
Consolidated Financial Statements and the Independent Auditors' Report,
appearing on pages 17 through 34 of R. G. Barry's Annual Report to Shareholders
for the fiscal year ended December 30, 2000, are incorporated by reference.
Quarterly Financial Data set forth on page 10 of R. G. Barry's Annual Report to
Shareholders for the fiscal year ended December 30, 2000, are also incorporated
by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------------------------------------------------------------------------
FINANCIAL DISCLOSURE.
- ---------------------
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
- ------------------------------------------------------------
The information called for in this Item 10 is incorporated by reference
to R. G. Barry's definitive Proxy Statement relating to the Annual Meeting of
Shareholders to be held on May 10, 2001, under the captions "ELECTION OF
DIRECTORS," "COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS--Employment
Contracts, Restricted Stock Agreements and Termination of Employment and
Change-in-Control Arrangements" and "SHARE OWNERSHIP--Section 16(a) Beneficial
Ownership Reporting Compliance." In addition, information concerning R. G.
Barry's executive officers is included in the portion of Part I of this Annual
Report on Form 10-K entitled "Executive Officers of the Registrant."
ITEM 11. EXECUTIVE COMPENSATION.
- ---------------------------------
The information called for in this Item 11 is incorporated by reference
to R. G. Barry's definitive Proxy Statement relating to the Annual Meeting of
Shareholders to be held on May 10, 2001, under the caption "COMPENSATION OF
EXECUTIVE OFFICERS AND DIRECTORS."
-12-
13
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
- ------------------------------------------------------------------------
The information called for in this Item 12 is incorporated by reference
to R. G. Barry's definitive Proxy Statement relating to the Annual Meeting of
Shareholders to be held on May 10, 2001, under the captions "SHARE OWNERSHIP"
and "COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS -- Employment Contracts,
Restricted Stock Agreements and Termination of Employment and Change-in-Control
Arrangements."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
- --------------------------------------------------------
The information called for in this Item 13 is incorporated by reference
to R. G. Barry's definitive Proxy Statement relating to the Annual Meeting of
Shareholders to be held on May 10, 2001, under the captions "SHARE OWNERSHIP,"
"ELECTION OF DIRECTORS" and "COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
- --------------------------------------------------------------------------
(a)(1) FINANCIAL STATEMENTS.
--------------------
For a list of all financial statements incorporated by reference in
this Annual Report on Form 10-K, see "Index to Financial Statements
and Financial Statement Schedules" at page 16.
(a)(2) FINANCIAL STATEMENT SCHEDULES.
-----------------------------
For a list of all financial statement schedules included in this
Annual Report on Form 10-K, see "Index to Financial Statements and
Financial Statement Schedules" at page 16.
(a)(3) EXHIBITS.
--------
Exhibits filed with this Annual Report on Form 10-K are attached
hereto. For list of these exhibits, see "Index to Exhibits" beginning
at page E-1.
(b) REPORTS ON FORM 8-K
R. G. Barry filed no Current Reports on Form 8-K during the
fiscal quarter ended December 30, 2000.
(c) EXHIBITS
Exhibits filed with this Annual Report on Form 10-K are attached
hereto. For a list of such exhibits, see "Index to Exhibits"
beginning at page E-1.
(d) FINANCIAL STATEMENT SCHEDULES
Financial Statement Schedules included with this Annual Report on
Form 10-K are attached hereto. See "Index to Financial Statements and
Financial Statement Schedules" at page 16.
-13-
14
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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
Date: March 29, 2001
By: /s/ Daniel D. Viren
---------------------
Daniel D. Viren,
Senior Vice President-Finance,
Secretary and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities on the 29th day of March, 2001.
NAME CAPACITY
* Chairman of the Board, Chief Executive
- ------------------------------- Officer and Director
Gordon Zacks
* President, Chief Operating Officer and
- ------------------------------- Director
William Lenich
* Executive Vice President-Operations,
- ------------------------------- President-Operations of Barry Comfort
Christian Galvis Group and Director
* Director
- -------------------------------
Philip G. Barach
* Director
- -------------------------------
Richard L. Burrell
* Director
- -------------------------------
Roger E. Lautzenhiser
Director
- -------------------------------
Harvey M. Krueger
* Director
- -------------------------------
Janice Page
* Director
- -------------------------------
Edward M. Stan
* Director
- -------------------------------
Harvey Weinberg
-14-
15
/s/ Daniel D. Viren Senior Vice President-Finance,
- --------------------------- Secretary and Treasurer (Chief Financial
Daniel D. Viren and Principal Accounting Officer)
- ---------------------------
By Daniel D. Viren pursuant to Powers of Attorney executed by the directors and
executive officers listed above, which Powers of Attorney have been filed with
the Securities and Exchange Commission.
/s/ Daniel D. Viren
- ----------------------------
Daniel D. Viren
-15-
16
R. G. BARRY CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 30, 2000
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
---------------------------------
DESCRIPTION OF FINANCIAL STATEMENTS (ALL OF WHICH ARE PAGE(S) IN ANNUAL
INCORPORATED BY REFERENCE IN THIS ANNUAL REPORT ON REPORT TO SHAREHOLDERS
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 30, 2000) FOR THE FISCAL YEAR ENDED
DECEMBER 30, 2000
Consolidated Balance Sheets at December 30, 2000 and
January 1, 2000 ........................................................... 17
Consolidated Statements of Operations for the years ended December 30, 2000,
January 1, 2000 and January 2, 1999......................................... 18
Consolidated Statements of Shareholders' Equity for the years ended
December 30, 2000, January 1, 2000 and January 2, 1999...................... 18
Consolidated Statements of Cash Flows for the years ended
December 30, 2000, January 1, 2000 and January 2, 1999...................... 19
Notes to Consolidated Financial Statements........................................... 20-33
Independent Auditors' Report......................................................... 34
ADDITIONAL FINANCIAL DATA
The following additional financial data should be read in conjunction
with the Consolidated Financial Statements of R. G. Barry Corporation and its
subsidiaries included in the Annual Report to Shareholders for the fiscal year
ended December 30, 2000. Schedules not included with this additional financial
data have been omitted because they are not applicable or the required
information is shown in the Consolidated Financial Statements or Notes thereto.
Additional Financial Data:
Independent Auditor's Report on Financial Statement Schedules:
Included at page 17 of this Annual Report on Form 10-K
Schedules for the fiscal years ended December 30, 2000, January 1,
2000, January 2, 1999:
Schedule 2--Valuation and Qualifying
Accounts: Included at pages 18 through 20 of this Annual
Report on Form 10-K
-16-
17
[KPMG LETTERHEAD]
Two Nationwide Plaza Telephone 614 249 2300
Columbus, OH 43215 Fax 614 249 2348
INDEPENDENT AUDITORS' REPORT ON
FINANCIAL STATEMENT SCHEDULES
The Board of Directors and Shareholders
R. G. Barry Corporation:
Under date of February 20, 2001 we reported on the consolidated balance sheets
of R. G. Barry Corporation and subsidiaries as of December 30, 2000 and January
1, 2000, and the related consolidated statements of operations, shareholders'
equity and cash flows for each of the fiscal years in the three-year period
ended December 30, 2000, as contained in the fiscal 2000 annual report to
shareholders. These consolidated financial statements and our report thereon are
incorporated by reference in the annual report on Form 10-K for the fiscal year
2000. In connection with our audits of the aforementioned consolidated financial
statements, we also audited the related consolidated financial statement
schedules as listed in the accompanying index. These financial statement
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statement schedules based on our
audits.
In our opinion, such financial statement schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly,
in all material respects, the information set forth therein.
/s/ KPMG LLP
Columbus, Ohio
February 20, 2001
17
18
SCHEDULE 2
R. G. BARRY CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
December 30, 2000
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ----------------------------------------- -------------- -------------- -------------- ---------------
ADDITIONS
BALANCE AT CHARGED TO ADJUSTMENTS BALANCE AT
BEGINNING COSTS AND AND END OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS PERIOD
----------- -------------- -------------- -------------- ---------------
Reserves deducted from accounts
receivable:
Allowance for doubtful
receivables $ 289,000 246,000 151,000(1) 384,000
Allowance for returns 11,200,000 5,077,000 11,200,000(2) 5,077,000
Allowance for promotions 9,293,000 8,680,000 9,293,000(3) 8,680,000
-------------- -------------- -------------- ---------------
$ 20,782,000 14,003,000 20,644,000 14,141,000
============== ============== ============== ===============
Notes:
(1.) Write-off uncollectible accounts.
(2.) Represents 2000 sales returns reserved for in fiscal 1999.
(3.) Represents 2000 promotions expenditures committed to and reserved for
in fiscal 1999.
-18-
19
SCHEDULE 2
R. G. BARRY CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
January 1, 2000
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ----------------------------------------- -------------- -------------- -------------- ---------------
ADDITIONS
BALANCE AT CHARGED TO ADJUSTMENTS BALANCE AT
BEGINNING COSTS AND AND END OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS PERIOD
------------ -------------- -------------- -------------- ---------------
Reserves deducted from accounts
receivable:
Allowance for doubtful
receivables $ 232,000 413,000 356,000(1) 289,000
Allowance for returns 9,749,000 11,200,000 9,749,000(2) 11,200,000
Allowance for promotions 6,040,000 9,293,000 6,040,000(3) 9,293,000
-------------- -------------- -------------- ---------------
$ 16,021,000 20,906,000 16,145,000 20,782,000
============== ============== ============== ===============
Notes:
(1.) Write-off uncollectible accounts.
(2.) Represents 1999 sales returns reserved for in fiscal 1998.
(3.) Represents 1999 promotions expenditures committed to and reserved for
in fiscal 1998.
-19-
20
SCHEDULE 2
R. G. BARRY CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
January 2, 1999
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ----------------------------------------- --------------- -------------- -------------- ---------------
ADDITIONS
BALANCE AT CHARGED TO ADJUSTMENTS BALANCE AT
BEGINNING COSTS AND AND END OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS PERIOD
------------ --------------- -------------- -------------- ---------------
Reserves deducted from accounts
receivable:
Allowance for doubtful
receivables $ 204,000 77,000 49,000(1) 232,000
Allowance for returns 8,410,000 9,749,000 8,410,000(2) 9,749,000
Allowance for promotions 3,989,000 6,040,000 3,989,000(3) 6,040,000
--------------- -------------- -------------- ---------------
$ 12,603,000 15,866,000 12,448,000 16,021,000
=============== ============== ============== ===============
Notes:
(1.) Write-off uncollectible accounts.
(2.) Represents 1998 sales returns reserved for in fiscal 1997.
(3.) Represents 1998 promotions expenditures committed to and reserved for
in fiscal 1997.
-20-
21
R. G. BARRY CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 30, 2000
INDEX TO EXHIBITS
Exhibit No. Description Location
----------- ----------- --------
2.1 Stock Purchase Agreement, dated July 22, 1999, Incorporated herein by reference to
between Mr. Thierry Civetta, Mr. Michel Registrant's Quarterly Report on Form 10-Q
Fargeot, FCPR County Natwest Venture France, for the fiscal quarter ended October 2,
SCA Capital Prive-Investissements, Hoche 1999 (File No. 1-8769) [Exhibit 2.1]
Investissements, and SA Capital Prive, parties
of the first part, and R. G. Barry Corporation
("Registrant") and Escapade, S.A., parties of
the second part
3.1 Articles of Incorporation of Registrant (as Incorporated herein by reference to
filed with Ohio Secretary of State on March 26, Registrant's Annual Report on Form 10-K for
1984) the fiscal year ended December 31, 1988
(File No. 0-12667) ("Registrant's 1988
Form 10-K") [Exhibit 3(a)(i)]
3.2 Certificate of Amendment to the Articles of Incorporated herein by reference to
Incorporation of Registrant Authorizing the Registrant's 1988 Form 10-K
Series I Junior Participating Class B Preferred [Exhibit 3(a)(i)]
Shares (as filed with the Ohio Secretary of
State on March 1, 1988)
3.3 Certificate of Amendment to the Articles of Incorporated herein by reference to
Registrant (as filed with the Ohio Secretary of Registrant's 1988 Form 10-K
State on May 9, 1988) [Exhibit 3(a)(i)]
3.4 Certificate of Amendment to the Articles of Incorporated herein by reference to
Incorporation of Registrant (as filed with the Registrant's Annual Report on Form 10-K for
Ohio Secretary of State on May 22, 1995) the fiscal year ended December 30, 1995
(File No. 1-8769) ("Registrant's 1995 Form
10-K") [Exhibit 3(b)]
3.5 Certificate of Amendment to Articles of Incorporated herein by reference to
Incorporation of Registrant (as filed with the Registrant's 1995 Form 10-K [Exhibit 3(c)]
Ohio Secretary of State on September 1, 1995)
E-1
22
Exhibit No. Description Location
----------- ----------- --------
3.6 Certificate of Amendment to Articles of Incorporated herein by reference to
Incorporation of Registrant (as filed with the Registrant's Registration Statement on Form
Ohio Secretary of State on May 30, 1997) S-8, filed June 6, 1997 (Registration No.
333-28671) [Exhibit 4(h)(6)]
3.7 Certificate of Amendment to the Articles of Incorporated herein by reference to
Incorporation of Registrant Authorizing Registrant's Annual Report on Form 10-K for
Series I Junior Participating Class A Preferred the fiscal year ended January 3, 1998 (File
Shares (as filed with the Ohio Secretary of No. 1-8769) ("Registrant's 1997 Form 10-K")
State on March 10, 1998) [Exhibit 3(a)(7)]
3.8 Articles of Incorporation of Registrant Incorporated herein by reference to
(reflecting amendments through March 10, 1998) Registrant's 1997 Form 10-K [Exhibit
[for purposes of SEC reporting compliance only 3(a)(8)]
-- not filed with the Ohio Secretary of State]
3.9 Regulations of Registrant, as amended Incorporated herein by reference to
Registrant's Annual Report on Form 10-K for
the fiscal year ended January 2, 1988 (File
No. 0-12667) [Exhibit 3(b)]
4.1 Revolving Credit Agreement, made to be *
effective on March 12, 2001, between Registrant
and The Huntington National Bank
4.2 Note Agreement, dated July 5, 1994, between Incorporated herein by reference to
Registrant and Metropolitan Life Insurance Registrant's Registration Statement on Form
Company S-3, filed July 21, 1994 (Registration
No. 33-81820) [Exhibit 4(t)]
4.3 Letter, dated July 16, 1999, from Metropolitan Incorporated herein by reference to
Life Insurance Company to Registrant in respect Registrant's Quarterly Report on Form 10-Q
of loan agreement dated July 5, 1994 for the fiscal quarter ended July 3, 1999
(File No. 1-8769) [Exhibit 4.2]
4.4 Rights Agreement, dated as of February 19, Incorporated herein by reference to
1998, between Registrant and The Bank of New Registrant's Current Report on Form 8-K,
York, as Rights Agent dated March 13, 1998 and filed March 16,
1998 (File No. 1-8769) [Exhibit 4]
E-2
23
Exhibit No. Description Location
----------- ----------- --------
4.5 Loan Agreement, dated as of January 21, 2000, Incorporated herein by reference to
among Banque Tarneaud, S.A., Banque Nationale Registrant's Quarterly Report on Form 10-Q
de Paris, and Escapade, S.A. for the fiscal quarter ended April 1, 2000
(File No. 1-8769) [Exhibit 4]
9.1 Zacks-Streim Voting Trust and amendments thereto Incorporated herein by reference to
Registrant's Annual Report on Form 10-K for
the fiscal year ended January 2, 1993 (File
No. 1-8769) [Exhibit 9]
9.2 Documentation related to extension of term of Incorporated herein by reference to
the Voting Trust Agreement for the Zacks-Streim Registrant's 1995 Form 10-K [Exhibit 10(a)]
Voting Trust
**10.1 R. G. Barry Corporation Associates' Retirement Incorporated herein by reference to
Plan (As Amended and Restated Effective January Registrant's 1997 Form 10-K [Exhibit 10(a)]
1, 1996)
**10.2 R. G. Barry Corporation Supplemental Retirement Incorporated herein by reference to
Plan Effective January 1, 1997 (now known as Registrant's Annual Report on Form 10-K for
the R. G. Barry Corporation Restoration Plan) the fiscal year ended January 1, 2000 (File
No. 1-8769) ("Registrant's January 2000
Form 10-K") [Exhibit 10.2]
**10.3 Amendment No. 1 to the R.G. Barry Corporation Incorporated here in by reference to
Supplemental Retirement Plan Effective January Registrant's January 2000 Form 10-K
1, 1997 (Executed effective as of May 12, 1998) [Exhibit 10.3]
**10.4 Amendment No. 2 to the R.G. Barry Corporation Incorporated herein by reference to
Supplemental Retirement Plan Effective January Registrant's January 2000 Form 10-K
1, 1997 (Executed effective as of January 1, [Exhibit 10.4]
2000)
**10.5 Employment Agreement, dated July 1, 1998, Incorporated herein by reference to
between Registrant and Gordon Zacks Registrant's Annual Report on Form 10-K for
the fiscal year ended January 2, 1999 (File
No. 1-8769) [Exhibit 10(d)]
E-3
24
Exhibit No. Description Location
----------- ----------- --------
**10.6 Agreement, dated September 27, 1989, between Incorporated herein by reference to
Registrant and Gordon Zacks Registrant's Current Report on Form 8-K
dated October 11, 1989, filed October 12,
1989 (File No. 0-12667) [Exhibit 28.1]
**10.7 Amendment No. 1, dated as of October 12, 1994, Incorporated herein by reference to
between Registrant and Gordon Zacks Amendment No. 14 to Schedule 13D, dated
January 27, 1995, filed by Gordon Zacks on
February 13, 1995 [Exhibit 5]
**10.8 Amended Split-Dollar Insurance Agreement, dated Incorporated herein by reference to
March 23, 1995, between Registrant and Registrant's 1995 Form 10-K [Exhibit 10(h)]
Gordon B. Zacks
**10.9 R. G. Barry Corporation 1988 Stock Option Plan Incorporated herein by reference to
(Reflects amendments through May 11, 1993) Registrant's Registration Statement on Form
S-8, filed August 18, 1993 (Registration
No. 33-67594) [Exhibit 4(r)]
**10.10 Form of Stock Option Agreement used in Incorporated herein by reference to
connection with the grant of incentive stock Registrant's 1995 Form 10-K [Exhibit 10(k)]
options pursuant to the R. G. Barry Corporation
1988 Stock Option Plan
**10.11 Form of Stock Option Agreement used in Incorporated herein by reference to
connection with the grant of non-qualified Registrant's 1995 Form 10-K [Exhibit 10(l)]
stock options pursuant to the R. G. Barry
Corporation 1988 Stock Option Plan
**10.12 Description of Incentive Bonus Program (in Incorporated herein by reference to
effect through the fiscal year ended Registrant's Annual Report on Form 10-K for
December 30, 2000) the fiscal year ended December 28, 1991
(File No. 1-8769) [Exhibit 10(k)]
**10.13 Annual Incentive Program (in effect for the *
fiscal year ended December 29, 2001 and after)
E-4
25
Exhibit No. Description Location
----------- ----------- --------
**10.14 R. G. Barry Corporation Employee Stock Purchase Incorporated herein by reference to
Plan (Reflects amendments and revisions for Registrant's Registration Statement on Form
stock dividends and stock splits through S-8, filed August 18, 1993 (Registration
May 11, 1993) No. 33-67596) [Exhibit 4(r)]
**10.15 R. G. Barry Corporation 1994 Stock Option Plan Incorporated herein by reference to
(Reflects stock splits through June 22, 1994) Registrant's Registration Statement on Form
S-8, filed August 24, 1994 (Registration
No. 33-83252) [Exhibit 4(q)]
**10.16 Form of Stock Option Agreement used in *
connection with the grant of incentive stock
options pursuant to the R. G. Barry Corporation
1994 Stock Option Plan
**10.17 Form of Stock Option Agreement used in *
connection with the grant of non-qualified
stock options pursuant to the R. G. Barry
Corporation 1994 Stock Option Plan
**10.18 Executive Employment Agreement, effective as of Incorporated herein by reference to
January 4, 1998, between Registrant and Registrant's 1997 Form 10-K [Exhibit 10(q)]
Christian Galvis
**10.19 Restricted Stock Agreement, effective as of Incorporated herein by reference to
January 4, 1998, between Registrant and Registrant's 1997 Form 10-K [Exhibit 10(s)]
Christian Galvis
**10.20 R. G. Barry Corporation Deferred Compensation Incorporated herein by reference to
Plan As Amended and Restated (Effective as of Registrant's 1995 Form 10-K [Exhibit 10(v)]
September 1, 1995)
**10.21 Amendment No. 1 to the R.G. Barry Corporation Incorporated herein by reference to
Deferred Compensation Plan (Effective as of Registrant's January 2000 Form 10-K
March 1, 1997) [Exhibit 10.21]
**10.22 R. G. Barry Corporation Stock Option Plan for Incorporated herein by reference to
Non-Employee Directors (Reflects share splits Registrant's 1997 Form 10-K [Exhibit 10(x)]
and amendments through February 19, 1998)
E-5
26
Exhibit No. Description Location
----------- ----------- --------
**10.23 R. G. Barry Corporation 1997 Incentive Stock Incorporated herein by reference to
Plan (Reflects amendments through May 13, 1999) Registrant's Registration Statement on Form
S-8, filed June 18, 1999 (Registration No.
333-81105) [Exhibit 10]
**10.24 Form of Stock Option Agreement used in *
connection with the grant of incentive stock
options pursuant to the R. G. Barry Corporation
1997 Incentive Stock Plan
**10.25 Form of Stock Option Agreement used in *
connection with the grant of non-qualified
stock options pursuant to the R. G. Barry
Corporation 1997 Incentive Stock Plan
**10.26 Restricted Stock Agreement, dated as of May 13, Incorporated herein by reference to
1999, between Registrant and Gordon Zacks Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended July 3, 1999
(File No. 1-8769) [Exhibit 10.1]
**10.27 Restricted Stock Agreement, effective as of Incorporated herein by reference to
March 23, 2000, between Registrant and Registrant's Quarterly Report on Form 10-Q
Christian Galvis for the fiscal quarter ended April 1, 2000
(File No. 1-8769) [Exhibit 10]
**10.28 Employment Agreement, effective February 19, *
2001, between Registrant and William Lenich
**10.29 Executive Employment Agreement, effective as of *
June 5, 2000, between Registrant and Daniel D.
Viren
**10.30 Change in Control Agreement, effective as of *
January 4, 2001, between Registrant and Harry
Miller
**10.31 Change in Control Agreement, effective as of *
January 4, 2001, between Donald Van Steyn and
Registrant
**10.32 Consulting Services Agreement, effective as of *
January 1, 2000, between Registrant and
Florence Zacks Melton
E-6
27
Exhibit No. Description Location
----------- ----------- --------
**10.33 Agreement, dated February 7, 1952, as amended *
by Agreement of Amendment dated September 18,
1961, a Second Amendment dated April 15, 1968
and a Third Amendment dated October 31, 2000,
between Registrant and Florence Zacks Melton
13.1 Registrant's Annual Report to Shareholders for Incorporated herein by reference to the
the fiscal year ended December 30, 2000 (Not financial statements portion of this Annual
deemed filed except for the portions thereof Report on Form 10-K beginning at page 16
which are specifically incorporated by
reference into this Annual Report on Form 10-K)
18.1 Letter from Registrant's Independent *
Accountants regarding Change in Accounting
Methods
21.1 Subsidiaries of Registrant *
23.1 Consent of Independent Certified Public *
Accountants
24.1 Powers of Attorney Executed by Directors and *
Executive Officers of Registrant
- -----------------------
* Filed herewith
** Management contract or compensatory plan or arrangement.
E-7