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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 29, 2001
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 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
--------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------------------- -----------------------------------------
Common Shares, Par Value $1.00 New York Stock Exchange
(9,402,379 outstanding as of
March 15, 2002)
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, 2002 ($6.25), the aggregate market value of the common shares of the
Registrant held by non-affiliates on that date was approximately $52,800,118.75.
Documents Incorporated by Reference:
(1) Portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 29, 2001, 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 9, 2002, are
incorporated by reference into Part III of this Annual Report on Form
10-K.
Index to Exhibits begins on Page E-1.
PART I
ITEM 1. BUSINESS.
R. G. Barry Corporation ("R. G. Barry") is organized under Ohio law. R.
G. Barry and its subsidiaries, R.G.B., Inc., 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., R. G. Barry (Texas) LP, 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., Procesadora de Nuevo Laredo,
S.A., and Vesture Corporation (R. G. Barry and its subsidiaries are referred to
collectively as the "Company"), manufacture and market comfort footwear as well
as products that use thermal retention technology to preserve and/or transport
temperature-sensitive or perishable commodities such as food. The Company
believes it is the world's largest manufacturer of comfort footwear for at- and
around-the-home. Comfort is the dominant influence in the Company's brand lines.
Through its Vesture subsidiary, the Company manufactures and markets thermal
retention technology products incorporating the Company's MICROCORE*
technologies.
In October 2001, the Company announced a decision to close the sole
molding operations in San Angelo, Texas and relocate those activities to Nuevo
Laredo, Mexico. This shift is expected to be completed by the end of the first
quarter of the 2002 fiscal year.
On January 7, 2002, R.G. Barry announced that it had been granted
accelerated elimination of United States and Mexican tariffs on slippers under
the North American Free Trade Agreement ("NAFTA"). The 15% tariff on slippers
made in Mexico and sold in the United States was eliminated effective January 1,
2002. Without such elimination, the tariff on Mexican-manufactured slippers
would have been phased out under NAFTA over six years at the rate of 2.5% per
year with tariffs eliminated in their entirety on January 1, 2008. R.G. Barry
had applied in 2001 to the Office of the United States Trade Representative for
early elimination of the tariffs under procedures established under NAFTA. The
accelerated elimination of the tariffs will allow the Company to relocate
cutting and molding operations from the United States to Mexico and
significantly reduce costs and lead times.
After receiving accelerated elimination of the NAFTA tariffs in January
2002, the Company announced the transfer of cutting operations from Laredo,
Texas to Nuevo Laredo, Mexico and in a coordinated move, announced the
significant reduction of sewing operations in Nuevo Laredo, Mexico. The Company
expects the transfer to be completed by the end of the second quarter of the
2002 fiscal year.
Further information concerning the restructuring changes which occurred
in the 2001 fiscal year as well as in the 2000 and 1999 fiscal years is
presented in Note (14) of the Notes to Consolidated Financial Statements on
pages 32 and 33 of R. G. Barry's Annual Report to Shareholders for the fiscal
year ended December 29, 2001, which information is incorporated herein by this
reference.
During the fiscal year ended December 29, 2001, 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;
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* Hereinafter denotes a trademark of the Company registered in the United States
Department of Commerce Patent and Trademark Office.
-2-
and the Thermal group, which includes thermal retention technology products.
Financial information on the Company's segments for the three years ended
December 29, 2001, is presented in Note (13) of the Notes to Consolidated
Financial Statements on pages 30, 31 and 32 of R. G. Barry's Annual Report to
Shareholders for the fiscal year ended December 29, 2001, which financial
information 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 also designs, manufactures and markets 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 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 during the Christmas season,
with approximately 60% to 70% of sales occurring in the second half of the year
compared to approximately 30% to 40% in the first half of the year.
-3-
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
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 Company currently markets pizza carriers that
utilize the MICROCORE* thermal technology. The Company has also applied its
thermal retention technology in consumer products, such as heated seat cushions,
heated slippers and hand-warmers, and in personal self-care products, such as
heated booties, neck packs and shoulder packs. In recent years, the Company has
de-emphasized the development, marketing and sale of consumer products utilizing
thermal retention technologies, and currently is not actively engaged in the
development, marketing and sale of these consumer products and, in 2001,
discontinued its efforts to sell personal self-care products.
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. Presently, the Company's primary focus is on products used to
transport pizza. The Company's patented portable heat storage technology 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. The
Company's pizza delivery systems are 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 is currently supplying
heated delivery systems to Donatos Pizzeria Corporation, a subsidiary of
McDonald's Corporation, and Papa John's International, Inc. The Company
continues in various stages of testing future delivery systems with other pizza
chains. The Company has also worked with other prepared food providers on
potential delivery systems to meet their unique needs.
MARKETING
The Company's slipper-type brand lines 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. The Company does not finance its
customers' purchases.
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 is also in the
process of refining its strategies for the Barry Comfort* brand in France. As
discussed below, in the Spring of 2002, the Company will introduce a new program
called Barry Comfort Too(TM) into the French hypermarkets.
-4-
Each spring and autumn and at 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 2001 Christmas selling season, the Company again provided
approximately 400 to 500 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 maintained 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 and Christmas 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.
The Company believes it has an opportunity for expansion in Europe for
its at- and around-the-home comfort footwear. The Company's international sales
are focused on the department store channels and hypermarkets primarily in the
United Kingdom, Ireland 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. In the Spring of 2002, the
Company will introduce a new program called Barry Comfort Too(TM) into the
French hypermarkets. Barry Comfort Too(TM) will focus on the 50-to-75 French
franc retail price-point and complement the Company's existing 80-to-100 French
franc price-point business.
The Company also markets its comfort footwear products in Canada,
Mexico and several other countries around the world. In the 2001 fiscal year,
the Company's European net sales comprised approximately 7% of its total net
sales, while European, Mexican and Canadian net sales combined to represent 9%
of total net sales. In the 2000 fiscal year, the Company's European net sales
comprised approximately 8% of its total net sales, while European, Mexican and
Canadian net sales combined to represent 9% of total net sales. Financial
information for the three years ended December 29, 2001 for the geographic areas
in which the Company operates is presented in Note (13) of the Notes to
Consolidated Financial Statements on pages 30, 31 and 32 of R. G. Barry's Annual
Report to Shareholders for the fiscal year ended December 29, 2001, which
financial information is incorporated herein by this reference.
-5-
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 2001, 2000 and 1999 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
$3.1 million, $2.7 million and $3.7 million, respectively. Substantially all of
the foregoing activities were Company-sponsored. Approximately 50 employees are
engaged full time in research and product 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 95% 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.
The Company has also sold comfort footwear under various names as
licensee under license agreements with the owners of those names. In the 2001
fiscal year, sales under the Liz Claiborne** and Claiborne** labels pursuant to
the license agreement described below represented less than 2% of the Company's
total sales. For the 2000 and 1999 fiscal years, less than 1% of the Company's
total sales were represented by footwear sold under these or other 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 are and
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
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** Denotes a trademark of the licensor registered in the United States
Department of Commerce Patent and Trademark Office.
-6-
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.
The Company has also manufactured comfort footwear for customers which
sell the footwear under their own private labels. These sales represented less
than 3% of the Company's sales during the 2001 fiscal year.
CUSTOMERS
The customers of the Company which accounted for more than 10% of the
Company's consolidated net sales in the 2001 fiscal year were Wal-Mart Stores,
Inc. and J.C. Penney Company, Inc., both Barry Comfort North America customers,
which accounted for 22% and 10%, respectively, of consolidated net sales. The
only customer of the Company which accounted for more than 10% of the Company's
consolidated net sales in the 2000 and 1999 fiscal years was Wal-Mart Stores,
Inc., which accounted for 21% in 2000 and 23% in 1999.
BACKLOG OF ORDERS
The Company's backlogs of orders at the close of the 2001 and 2000
fiscal years were approximately $6.6 million and $8.7 million, respectively. The
Company anticipates that a large percentage of the orders as of the end of the
2001 fiscal year will be filled during the current fiscal year.
The Company's backlog of unfilled sales orders is often 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 2001 -- $50 million; August 2000
- -- $47 million; February 2001 -- $8 million; and February 2000 -- $8 million.
The Company's backlog of unfilled sales orders reflects the seasonal nature of
the Company's sales - approximately 60% to 70% of such sales occur during the
second half of the year as compared to approximately 30% to 40% 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 continue to change from season to season,
particularly in response to fashion changes. Historically, the Company has had a
limited and manageable 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. During the 2001 fiscal year, the level of
obsolete inventory remained at manageable levels and the Company believes it
will be able to control the level of obsolete inventory in the future.
The accelerated elimination of the NAFTA tariffs should allow the
Company in the foreseeable future to keep its company-owned plant manufacturing
costs competitive with products produced offshore while taking advantages of the
benefits of manufacturing in the Company's own North American plants.
Nevertheless, the Company intends to continue its ongoing plans to reduce its
company-owned capacity to a level supported by demand visibility and to
outsource the balance from Chinese contract suppliers. The Company plans to
import approximately one-third of its product needs
-7-
from China and other Asian countries by 2003. Early in 2001, the Company opened
a representative office in Hong Kong, which is responsible for procuring
outsourced products from the Far East. This supply strategy is expected to
reduce inventory risks and markdowns by allowing the Company to better plan
inventory purchases in line with customers' demands.
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
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. During the
2001 fiscal year, the Company operated a cutting plant in Laredo, Texas and a
sole molding operation in San Angelo, Texas. As discussed above, these
operations will be relocated to Nuevo Laredo, Mexico during the 2002 fiscal
year. The Company produces thermal retention products at its manufacturing
facilities in Asheboro, North Carolina, and Nuevo Laredo, Mexico.
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 will open a new distribution center in Nuevo Laredo, Mexico during the
first half of the 2002 fiscal year, replacing the distribution center in Laredo,
Texas with one closer to its manufacturing facilities.
Please also see the discussion of the Company's supply strategy in
"INVENTORY".
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.
EMPLOYEES
At the close of the 2001 fiscal year, the Company employed
approximately 2,500 persons.
-8-
ITEM 2. PROPERTIES.
The Company owns its corporate headquarters and executive offices
located at 13405 Yarmouth Road N.W. in Pickerington, Ohio, containing
approximately 55,000 square feet as well as 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 $3.1 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 $465,000 (1) 2007 15 years
San Angelo, Texas
Cesar Lopez de Lara Manufacturing, Office 90,200 $300,000 (1) 2004 None
Ave.
Nuevo Laredo, Mexico
Ciudad Acuna Manufacturing, Office 64,700 $302,000 (1) 2004 5 years
Industrial Park
Ciudad Acuna, Mexico
Manhattan Avenue Warehouse 144,000 $675,000 (1) 2012 None
Nuevo Laredo, Mexico
Bob Bullock Loop Manufacturing, Warehouse, 165,000 $386,000 (1) 2006 1 term of 5
Laredo, Texas Office years
Bob Bullock Loop Manufacturing, Warehouse, 76,000 $191,000 (1) 2006 5 years
Laredo, Texas Storage
Industrial Zone Manufacturing 26,200 $ 48,000 2003 1 term of 5
Zacatecas, Mexico years
Industrial Zone Manufacturing 25,800 $ 58,000 2005 3 terms-5
Zacatecas, Mexico years each
120 E. Pritchard St. Manufacturing, Office, 57,500 $ 96,000 (1) 2002 None
Asheboro, North Carolina (2) Warehouse
-9-
Approximate Approximate Lease
Location Use Square Feet Annual Rental Expires Renewals
- -------- --- ----------- ------------- ------- --------
8000 Interstate Administrative Office 11,000 $211,000 2007 None
Highway 10 West
San Antonio, Texas
Rhymney, Gwent, Wales Warehouse 8,000 $ 21,000 Month-to- N/A
Month
West Gate Tower Sourcing Representative 1,300 $ 28,700 2003 None
7 Wing Hong Street Office
Lai Chi Kok, Kowloon
Hong Kong
- ----------------------
(1) Net lease.
(2) In December 2001, the former owners of Vesture Corporation acquired this
property and are leasing the property to the Company.
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.
On October 19, 2001, the Vesture Corporation ("Vesture") subsidiary of
R. G. Barry received a charge that its MICROCORE* pizza delivery system
infringed on two United States Patents, U.S. Patent Nos. 6,232,585 and 6,274,856
(the "Patents") owned by Thermal Solutions, Inc. ("Thermal Solutions") and
licensed to CookTek, Inc. ("CookTek"). After receiving the charge of
infringement, Vesture and its counsel evaluated the Patents and reached the
conclusion that the Patents were not infringed. To protect its rights, on
November 2, 2001, Vesture filed an action in the United States District Court
for the Middle District of North Carolina (Civil Action No. 1:01CV01006 (the
"North Carolina Action")) seeking a declaratory judgment that the Patents are
not infringed by Vesture and an order enjoining and restraining Thermal
Solutions and CookTek from further charges of infringement, or acts of
enforcement based on the Patents against Vesture and Vesture's actual and
prospective customers. Vesture also sought damages for CookTek's and Thermal
Solutions' unfounded charges of infringement and sales lost as a result of those
charges. After the North Carolina Action was filed, Thermal Solutions and
CookTek filed suit against Vesture on November 9, 2001, in the United States
District Court for the District of Kansas (Civil Action No. 01-2537-JWL (the
"Kansas Action")), alleging infringement of the Patents. Because the North
Carolina Action was filed first, it had priority. The Kansas Action was
voluntarily dismissed by Thermal Solutions and CookTek on December 6, 2001, in
favor of the North Carolina Action, where they counterclaimed for infringement
of the Patents.
R. G. Barry believes that the patent infringement allegations against
Vesture are without merit and intends to defend vigorously against them.
However, R. G. Barry does not believe it is feasible to predict the outcome of
the North Carolina Action. The timing of the final resolution of North Carolina
Action is also uncertain.
-10-
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- ------------------------------------------------------------
Not applicable.
SUPPLEMENTAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT.
- --------------------------------------------------------
The following table lists the names and ages of the executive officers
of R. G. Barry as of March 15, 2002, 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.
Position(s) Held with R. G. Barry and
Name Age Principal Occupation(s) for Past Five Years
- ---- --- -------------------------------------------
Gordon Zacks 69 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 53 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 60 Executive Vice President-Operations and a Director since 1992,
President-Operations of Barry Comfort Group since 1998, and Vice
President-Operations from 1991 to 1992, of R. G. Barry
Daniel D. Viren 55 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 59 Vice President-Human Resources of R. G. Barry since 1993
Donald Van Steyn 57 Vice President-Chief Information Officer since May 2000, Vice
President-Information Systems/Services from 1996 to May 2000 and
Director of Information Services from 1988 to 1996, of R. G. Barry
-11-
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 8 of R. G. Barry's Annual Report to Shareholders for the fiscal year
ended December 29, 2001.
On December 26, 2001, R. G. Barry granted an option (the "Lenich
Option") to purchase 150,000 common shares, $1.00 par value, to William Lenich
under the terms of his Employment Agreement, effective February 19, 2001, with
R. G. Barry as a result of the closing price of R. G. Barry's common shares
having averaged at least $5.00 for 15 consecutive trading days. The exercise
price of the Lenich Option is $5.66 per share, the closing price of the common
shares on the grant date. The Lenich Option becomes exercisable as to 50,000
common shares on each of the first through third anniversaries of the grant
date. The Lenich Option becomes fully exercisable in the event of defined
changes in control of R. G. Barry; upon the death or disability of Mr. Lenich;
or if Mr. Lenich's employment is terminated by R. G. Barry without "cause" or by
Mr. Lenich for "good reason," in each case as defined in Mr. Lenich's Employment
Agreement. The Lenich Option expires on December 25, 2006.
R. G. Barry granted the Lenich Option in reliance upon the exemptions
from registration provided by Sections 4(2) and 4(6) under the Securities Act of
1933 based upon the fact that there was only one individual to whom an option
was granted and the status of that individual as an officer and director of R.
G. Barry.
ITEM 6. SELECTED FINANCIAL DATA.
The information called for in this Item 6 is incorporated by reference
to pages 6 and 7 of R. G. Barry's Annual Report to Shareholders for the fiscal
year ended December 29, 2001.
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 9 through 16 of R. G. Barry's Annual Report to Shareholders for the
fiscal year ended December 29, 2001.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As of December 29, 2001, 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 29, 2001 and December 30, 2000, the related Consolidated Statements
of Operations, of Shareholders' Equity and Comprehensive Income and of Cash
Flows for each of the fiscal years in the three-year period ended December 29,
2001, 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
-12-
the fiscal year ended December 29, 2001, are incorporated by reference.
Quarterly Financial Data set forth on page 8 of R. G. Barry's Annual Report to
Shareholders for the fiscal year ended December 29, 2001, 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 9, 2002, 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 "Supplemental Item. 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 9, 2002, under the caption "COMPENSATION OF
EXECUTIVE OFFICERS AND DIRECTORS."
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 9, 2002, 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 9, 2002, under the captions "SHARE OWNERSHIP,"
"ELECTION OF DIRECTORS" and "COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS."
-13-
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 17.
(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 17.
(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 29, 2001. On January 8, 2002, R. G. Barry
filed a Current Report on Form 8-K, dated January 7, 2002, to report
the accelerated elimination of United States and Mexican tariffs on
slippers made in Mexico for sale in United States markets under the
North American Free Trade Agreement. R. G. Barry also described the
agreements which had been entered into with the two firms assisting
it in securing tariff relief.
(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 17.
-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 28, 2002
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 28th day of March, 2002.
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 Group and
Christian Galvis Director
/s/ Daniel D. Viren Senior Vice President-Finance, Secretary and
- ------------------------- Treasurer (Chief Financial and Principal Accounting
Daniel D. Viren Officer) and Director
Director
- -------------------------
Philip G. Barach
Director
- -------------------------
Harvey M. Krueger
* Director
- -------------------------
Roger E. Lautzenhiser
Director
- -------------------------
Janice E. Page
* Director
- -------------------------
Edward M. Stan
-15-
Director
- -------------------------
Harvey A. Weinberg
- -------------------------------
* 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
-16-
R. G. BARRY CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 29, 2001
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
---------------------------------
PAGE(S) IN ANNUAL REPORT TO
DESCRIPTION OF FINANCIAL STATEMENTS (ALL OF WHICH ARE SHAREHOLDERS FOR THE
INCORPORATED BY REFERENCE IN THIS ANNUAL REPORT ON FISCAL YEAR ENDED
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 29, 2001) DECEMBER 29, 2001
Consolidated Balance Sheets at December 29, 2001 and
December 30, 2000 ................................................................. 17
Consolidated Statements of Operations for the years ended December 29, 2001,
December 30, 2000 and January 1, 2000 .............................................. 18
Consolidated Statements of Shareholders' Equity and Comprehensive Income for the
years ended December 29, 2001, December 30, 2000 and
January 1, 2000..................................................................... 18
Consolidated Statements of Cash Flows for the years ended
December 29, 2001, December 30, 2000 and January 1, 2000............................ 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 29, 2001. 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 18 of this Annual Report on Form 10-K
Schedules for the fiscal years ended December 29, 2001, December 30,
2000 and January 1, 2000:
Schedule 2--Valuation and Qualifying Accounts: Included at
pages 19 through 21 of this Annual Report on Form 10-K
-17-
[KPMG LETTERHEAD]
INDEPENDENT AUDITORS' REPORT ON
FINANCIAL STATEMENT SCHEDULES
The Board of Directors and Shareholders
R. G. Barry Corporation:
Under date of February 21, 2002 we reported on the consolidated balance sheets
of R. G. Barry Corporation and subsidiaries as of December 29, 2001 and December
30, 2000, and the related consolidated statements of operations, shareholders'
equity and comprehensive income and cash flows for each of the fiscal years in
the three-year period ended December 29, 2001, as contained in the fiscal 2001
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 2001. 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 21, 2002
18
SCHEDULE 2
R. G. BARRY CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
December 29, 2001
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 accounts $ 384,000 54,000 136,000(1) 302,000
Allowance for returns 5,077,000 8,743,000 5,077,000(2) 8,743,000
Allowance for promotions 8,680,000 8,574,000 8,680,000(3) 8,574,000
----------------- ---------------- ----------------- ----------------
$ 14,141,000 17,371,000 13,893,000 17,619,000
================= ================ ================= ================
Notes:
1. Write-off uncollectible accounts.
2. Represents 2001 sales returns reserved for in fiscal 2000.
3. Represents 2001 promotions expenditures committed to and reserved for
in fiscal 2000.
19
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.
20
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.
21
R. G. BARRY CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 29, 2001
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
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 Incorporated herein by reference to
effective on March 12, 2001, between Registrant Registrant's Annual Report on Form 10-K for
and The Huntington National Bank the fiscal year ended December 30, 2000
(File No. 1-8769) ("Registrant's December
2000 Form 10-K") [Exhibit 4.1]
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]
E-2
Exhibit No. Description Location
----------- ----------- --------
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]
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 **
Plan (As Amended and Restated Effective January
1, 1997)
*10.2 R. G. Barry Corporation Supplemental Retirement Incorporated herein by reference to
Plan Effective January 1, 1997 Registrant's Annual Report on Form 10-K for
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, 2001, **
between Registrant and Gordon Zacks
E-3
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 Annual Incentive Program (in effect beginning Incorporated herein by reference to
with fiscal year ended December 29, 2001) Registrant's December 2000 Form 10-K
[Exhibit 10.13]
*10.13 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)]
E-4
Exhibit No. Description Location
----------- ----------- --------
*10.14 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)]
*10.15 Form of Stock Option Agreement used in Incorporated herein by reference to
connection with the grant of incentive stock Registrant's December 2000 Form 10-K
options pursuant to the R. G. Barry Corporation [Exhibit 10.16]
1994 Stock Option Plan
*10.16 Form of Stock Option Agreement used in Incorporated herein by reference to
connection with the grant of non-qualified Registrant's December 2000 Form 10-K
stock options pursuant to the R. G. Barry [Exhibit 10.17]
Corporation 1994 Stock Option Plan
*10.17 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
*10.18 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
*10.19 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)
*10.20 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 10.23]
*10.21 Amendment No. 2 to the R. G. Barry Corporation **
Deferred Compensation Plan (Effective as of
December 1, 1999)
*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)
*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]
E-5
Exhibit No. Description Location
----------- ----------- --------
*10.24 Form of Stock Option Agreement used in Incorporated herein by reference to
connection with the grant of incentive stock Registrant's December 2000 Form 10-K
options pursuant to the R. G. Barry Corporation [Exhibit 10.24]
1997 Incentive Stock Plan
*10.25 Form of Stock Option Agreement used in Incorporated herein by reference to
connection with the grant of non-qualified Registrant's December 2000 Form 10-K
stock options pursuant to the R. G. Barry [Exhibit 10.25]
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, Incorporated herein by reference to
2001, between Registrant and William Lenich Registrant's December 2000 Form 10-K
[Exhibit 10.28]
*10.29 Executive Employment Agreement, effective as of Incorporated herein by reference to
June 5, 2000, between Registrant and Daniel D. Registrant's December 2000 Form 10-K
Viren [Exhibit 10.29]
*10.30 Change in Control Agreement, effective as of Incorporated herein by reference to
January 4, 2001, between Registrant and Harry Registrant's December 2000 Form 10-K
Miller [Exhibit 10.30]
*10.31 Change in Control Agreement, effective as of Incorporated herein by reference to
January 4, 2001, between Donald Van Steyn and Registrant's December 2000 Form 10-K
Registrant [Exhibit 10.31]
*10.32 Consulting Services Agreement, effective as of Incorporated herein by reference to
January 1, 2000, between Registrant and Registrant's December 2000 Form 10-K
Florence Zacks Melton [Exhibit 10.32]
E-6
Exhibit No. Description Location
----------- ----------- --------
*10.33 Agreement, dated February 7, 1952, as amended Incorporated herein by reference to
by Agreement of Amendment dated September 18, Registrant's December 2000 Form 10-K
1961, a Second Amendment dated April 15, 1968 [Exhibit 10.33]
and a Third Amendment dated October 31, 2000,
between Registrant and Florence Zacks Melton
*10.34 Stock Option Agreements, dated February 19, **
2001, between Registrant and William Lenich
*10.35 Stock Option Agreement (Other Option Grant), **
dated December 26, 2001, between Registrant and
William Lenich
10.36 Warrant Agreement, dated as of March 22, 2001 Incorporated herein by reference to
(the "Warrant Agreement"), between Registrant Registrant's Current Report on Form 8-K,
and Hills & Company dated January 7, 2002 and filed January 8,
2002 (File No. 1-8769) ("Registrant's
January 2002 Form 8-K") [Exhibit 10(a)(i)]
10.37 Warrant Certificate No. 1 evidencing warrants Incorporated herein by reference to
issued on May 2, 2001 under the Warrant Registrant's January 2002 Form 8-K [Exhibit
Agreement 10(a)(ii)]
10.38 Agreement, dated July 11, 2001, between Incorporated herein by reference to
Registrant and S. Golberg & Co., Inc. Registrant's January 2002 Form 8-K [Exhibit
10(b)]
13.1 Registrant's Annual Report to Shareholders for Incorporated herein by reference to the
the fiscal year ended December 29, 2001 (Not financial statements portion of this Annual
deemed filed except for the portions thereof Report on Form 10-K beginning at page 17
which are specifically incorporated by
reference into this Annual Report on Form 10-K)
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
E-7
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* Management contract or compensatory plan or arrangement.
** Filed herewith
E-8