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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 [FEE REQUIRED]
For the fiscal year ended December 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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
- --------------------------------------------- ----------
(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:
Name of each exchange
Title of each class on which registered
- ------------------------------ -----------------------
Common Shares, Par Value $1.00 New York Stock Exchange
(7,411,883 outstanding on March 18, 1996)
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
18, 1996, the aggregate market value of the Common Shares of the Registrant
held by non-affiliates on that date was $110,013,255.
Documents Incorporated by Reference:
(1) Portions of the Registrant's Annual Report to Shareholders for the fiscal
year ended December 30, 1995, are incorporated by reference into Part 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 16, 1996, are incorporated by
reference into Part III of this Annual Report on Form 10-K.
Index to Exhibits begins on Page 62.
Page 1 of 278 Pages.
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PART I
Item 1. Business.
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Principal Products
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R. G. Barry Corporation (the "Registrant") is organized under the
laws of the State of Ohio. The Registrant and its subsidiaries (collectively,
the "Company") manufacture and market products which serve the comfort needs of
people. The Company believes that it is the world's largest manufacturer of
comfort footwear for at and around the home, and the dominant domestic supplier
of thermal comfort products. Comfort is the dominant influence in the
Company's brand lines.
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 thermal comfort
products in the food preservation, comfort therapy and cold weather categories.
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, washable
slipper, in 1947. Since that time, the Company has introduced additional
slipper-type brand lines for men, women and children based upon the concept of
comfort, softness and washability. These footwear products are sold, for the
most part, under various brand names including, but not limited to, Angel
Treads*, Dearfoams*, Dearfoams* for Kids, Dearfoams* for Men, Madye's*, Snug
Treds* and Soft Notes*. The Company has also marketed certain of its
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.
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 space for its products by
__________________________________
* Hereinafter denotes a trademark of the Company registered in the United
States Department of Commerce Patent and Trademark Office.
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creating and marketing brand lines to different segments of the consumer
market. Retail prices for the Company's footwear range from approximately $4
to $30 per pair, depending on the style of footwear, type of retail outlet and
retailer mark-up.
Since 1988, the Company has manufactured and marketed 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.
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 also 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 responsive to fashion changes.
It is possible to fit most consumers of the Company's
slipper-type footwear within a range of four or five sizes. This allows the
Company to carry lower levels of inventories in these lines in comparison with
other footwear styles.
In 1994, the Company introduced on a national basis its
thermal comfort products featuring MICROCORE(TM) microwave-activated technology
developed by the Company. On July 14, 1994, the Registrant also acquired all
of the outstanding stock of Vesture Corporation ("Vesture"), the originators of
microwave-heated comfort care products, in consideration of the issuance of
319,362 common shares of the Registrant which were valued by the Registrant at
$5 million.
The Company's thermal comfort products generally fall within
three categories: (1) food preservation products such as breadwarmer baskets
and portable food carriers; (2) comfort therapy products such as heating pads
and backwarmers; and (3) cold weather products such as heated seat cushions,
booties,
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scarves and ear muffs. Retail prices for substantially all of the Company's
thermal comfort products range from approximately $12 to $30, depending on the
product, type of retail outlet and retailer mark-up. The Company believes that
the food preservation and comfort therapy thermal products are not weather
sensitive and have a year-round sales appeal while the cold weather portion of
the thermal comfort product line is more seasonal and affected by weather
changes. The thermal comfort products are sold under the major brand lines of
Dearfoams*, Vesture* and Lava*. All carry MICROCORE(TM) energy packs.
The Company has seven 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 also has the exclusive rights to
the manufacturing output of a factory in Shenzhen, People's Republic of China.
The Company produces thermal comfort products at its manufacturing facilities
in Asheboro, North Carolina and Nuevo Laredo, Mexico. The Company operates
distribution centers in Asheboro and Goldsboro, North Carolina and San Angelo
and Laredo, Texas.
Marketing
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The Company's brand lines are sold to department, chain and
specialty stores; through mass merchandising channels of distribution such as
discount stores, drug and variety chain stores, and supermarkets; and to
independent retail establishments. The Company's brand lines are marketed
primarily through Company salespersons and, to a lesser extent, through
independent sales representatives. The Company does not finance its customers'
purchases.
Each spring and autumn, 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 such current and potential
customers by telephone. In addition, the Company participates in trade shows,
both regionally and nationally.
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
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accommodate the retailers' fall selling seasons. See "Backlog of Orders".
The Company advertises principally in the print media. In
1995, the Company used television advertising for the thermal comfort products
sold through accessories departments in department stores. The Company
believes that the use of this television advertising was not cost-effective and
has discontinued it for 1996. 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 operates an European sales and marketing
organization in London, England and markets its products in Canada, Mexico and
several other countries around the world. In 1995, the Company's foreign sales
compromised approximately 4% of its total sales.
Due to the more seasonal nature of the cold weather portion of
the thermal comfort product line, in 1995, the Company placed more emphasis in
the thermal comfort product mix on the comfort therapy and food preservation
categories.
The Company intends to develop and introduce a variety of new
products using thermal technology in 1996. On September 15, 1995, the
Registrant announced the formation by the Registrant and Battelle of ThermaStor
Technologies, Ltd., a limited liability company ("ThermaStor"), for the
development and licensing of thermal technology in medical, industrial,
commercial, military and other consumer areas. ThermaStor is owned 50% by the
Registrant and 50% by Battelle and was formed to develop and license the use of
thermal technologies for applications that are unrelated to those being used or
pursued by the Company. Although several companies have expressed an interest
in thermal technologies, none have entered into licenses with ThermaStor as of
the date of this Annual Report on Form 10-K. The Registrant and Battelle will
share any royalty income which may be generated by ThermaStor.
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 comfort products. During fiscal years 1995, 1994 and
1993, 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, $3.3 million and $2.8 million, respectively.
Substantially all of the foregoing activities were
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Company-sponsored. Approximately 55 employees were engaged full time in
research and design during the 1995 fiscal year.
Materials
- ---------
The principal raw materials used by the Company in the
manufacture of its slipper and thermal comfort 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.
In addition, in the manufacture of its thermal comfort products, the Company
uses proprietary patent pending materials developed with Battelle.
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 Angel Treads*, Dearfoams*,
Dearfoams* for Kids, Dearfoams* for Men, Madye's*, Snug Treds*, Soft Notes*,
Vesture*, Lava Pak*, Lava Buns*, Lava Booties* and MICROCORE(TM). 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 also has sold comfort footwear under various names
as licensee under license agreements with the owners of those names. In the
1995, 1994 and 1993 fiscal years, 4%, 5% and 6%, respectively, of the Company's
total footwear sales were represented by footwear sold under these names.
In 1989, the Company entered into a licensing agreement with
Fieldcrest Cannon, Inc., the largest marketer of bed and bath products in the
United States, which allows the Company to manufacture and sell a line of
mid-priced slippers under the Cannon** trademark in the mass merchandise
channels of the Company's business. The Company continued its distribution and
marketing of the Cannon** line of slippers in the 1995 fiscal year. The term
of the Company's license to use the Cannon** trademark expires in June, 1996;
however, the term may be
__________________________________
** Denotes a trademark of the licensor registered in the United States
Department of Commerce Patent and Trademark Office.
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extended for such period as may be mutually agreed upon by the Company and
Fieldcrest Cannon, Inc.
In 1992, the Company entered into a licensing agreement with
Jordache Enterprises, Inc. which allows the Company to manufacture and sell a
line of mid-priced slippers under the Jordache** trademark in the mass
merchandise channels of the Company's business. The Company's license to use
the Jordache** trademark expires on February 28, 1998; however, such license
may be renewed by the Company annually through February 28, 2003, provided the
Company meets certain levels of sales of the Jordache** slippers.
Customers
- ---------
The only customers of the Company which accounted for more
than 10% of the Company's consolidated revenues in fiscal year 1995 were Wal
Mart Stores, Inc. ("Wal Mart") and J.C. Penney Company, Inc. ("J.C. Penney"),
which accounted for approximately 16% and 11%, respectively. The only
customers of the Company which accounted for 10% or more of the Company's
consolidated revenues in fiscal year 1994 were Wal Mart and J.C. Penney, which
accounted for approximately 15% and 11%, respectively. The only customers of
the Company which accounted for 10% or more of the Company's consolidated
revenues in fiscal year 1993 were Hutcheson Shoe Co., a division of Wal Mart,
and J.C. Penney, which accounted for approximately 15% and 10%, respectively.
Backlog of Orders
- -----------------
The Company's backlog of orders at the close of each of fiscal
year 1995 and fiscal year 1994 was $12.2 million. It is anticipated that a
large percentage of the orders as of the end of the Company's last 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 backlog of unfilled sales orders following the conclusion of such
showings during the last two years were as follows: August, 1995 - $64.1
million; August, 1994 - $74.1 million; February, 1995 - $14.5 million; and
February, 1994 - $11.5 million. The Company's backlog of unfilled sales orders
reflects the seasonal nature of the Company's sales - approximately 80% of such
sales occur during the autumn as compared to approximately 20% during the
spring.
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Inventory
- ---------
While the styles of some of the Company's slipper 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 year to year,
particularly in response to fashion changes. The Company has introduced, and
intends to continue to introduce, a variety of new thermal comfort products to
compliment its existing products in response to consumer demand. The Company
believes that it will be able to control the level of its obsolete inventory.
The Company traditionally has had a limited exposure to obsolete inventory.
Competition
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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 through its line of thermal comfort products.
The Company believes that it is the dominant domestic supplier of thermal
comfort 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.
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 upon the capital
expenditures, earnings or competitive position of the Company. 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 1995 fiscal year, the Company employed
approximately 3,000 persons.
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Item 2. Properties.
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The Company owns a warehouse facility in Goldsboro, North
Carolina, containing approximately 120,000 square feet.
The Company leases one facility pursuant to a lease agreement
with the local government which issued industrial revenue bonds to construct
and equip the facility. The Company has the right to purchase the facility at
a nominal sum upon retirement of the bonds issued in respect thereof. This
transaction has been treated as a purchase for accounting and tax purposes.
See Note (6) to the Company's Consolidated Financial Statements set forth on
pages 22 and 23 of the Company's Annual Report to Shareholders for the fiscal
year ended December 30, 1995. The following table describes this facility:
Average
Annual Lease
Location Use Square Feet Rental Expires
-------- --- ----------- ------- -------
Fairfield County, Administrative 55,000 $150,000 1999
Ohio (Leased from and Executive
County of Offices
Fairfield, Ohio)
In addition to the leased property described above, the
Company leases space aggregating approximately 995,000 square feet at an
approximate aggregate annual rental of $2.3 million. The following table sets
forth certain information with respect to the Company's principal leased
properties which were not in the preceding table:
Approximate Approximate
Square Annual Lease
Location Use Feet Rental Expires Renewals
-------- --- ---------- --------------- ------- --------
Distribution Center Shipping, Warehouse, Office 48,400 $ 16,000(1) 1999 None
Goldsboro, N.C.
Empire State Building Sales Office 4,300 $117,000 1999 None
New York City, N.Y.
2800 Loop 306 Manufacturing, Office, 145,800 $166,000(1) 2000 5 years
San Angelo, Texas Warehouse
Distribution Center Shipping, Warehouse 172,800 $432,000(1) 2007 15 years
San Angelo, Texas
Cesar Lopez Manufacturing, Office 90,200 $168,000 1999 5 years
de Lara Ave.
Nuevo Laredo, Mexico
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Approximate Approximate
Square Annual Lease
Location Use Feet Rental Expires Renewals
-------- --- ---------- --------------- ------- --------
Ciudad Acuna Manufacturing, Office 64,700 $254,000 1999 5 years
Industrial Park
Ciudad Acuna,
Mexico
Airport Road Manufacturing, Warehouse, 165,000 $386,000(1) 2000 2 terms of 5
Laredo, Texas Office years each
San Gabriel Street Warehouse 181,500 $345,000(1) 1997 6 years
Laredo, Texas
Zacatecas, Mexico Manufacturing 26,200 $ 58,000 1998 2 terms of 5
years each
Zacatecas, Mexico Manufacturing 25,800 $ 58,000 2005 3 terms of 5
years each
Asheboro, North Carolina Manufacturing, Office, 57,500 $ 84,000(1) 1999 None
Warehouse
________________
(1) Net 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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The Registrant previously reported that the Registrant and
certain of its officers and directors were named as defendants in three related
putative class action lawsuits styled as GERBER, ET AL. V. R. G. BARRY
CORPORATION, ET AL., Case No. C2-94-1190 (filed December 8, 1994), CULVEYHOUSE
V. R. G. BARRY CORPORATION, ET AL., Case No. C2-94-1250 (filed December 27,
1994), and KNOPF, ET AL. V. R. G. BARRY CORPORATION, ET AL., Case No. C2-95-50
(filed January 17, 1995), in the United States District Court for the Southern
District of Ohio. On April 24, 1995, the United States District Court for the
Southern District of Ohio consolidated these three class actions into a single
case. The plaintiffs filed an Amended and Consolidated Class Action Complaint
in May, 1995. The Amended and Consolidated
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Complaint, which was generally identical in substance to the three original
complaints, alleged that the defendants violated federal securities laws by
making false and misleading statements, engaged in common law fraud and deceit
by making material misstatements and violated state law by making negligent
misrepresentations. Plaintiffs sought damages in favor of plaintiffs and all
other members of the purported class in such amounts as the court determined
had been sustained by them. On March 11, 1996, the District Court granted
defendants' motion to dismiss and entered judgment on that date dismissing with
prejudice the federal securities claims and dismissing without prejudice the
state law claims.
Item 4. Submission of Matters to a Vote of Security Holders.
- -------------------------------------------------------------
Not applicable.
Executive Officers of the Registrant.
- -------------------------------------
The following table lists the names and ages of the executive
officers of the Registrant as of the date of this Annual Report on Form 10-K,
the positions with the Registrant presently held by each such executive officer
and the business experience of each such executive officer during the past five
years. Unless otherwise indicated, each person has held his principal
occupation for more than five years. All executive officers serve at the
pleasure of the Board of Directors of the Registrant.
Position(s) Held with the
Registrant and Principal
Name Age Occupation(s) for Past Five Years
---- --- ---------------------------------
Gordon Zacks 63 Chairman of the Board and Chief Executive Officer since
1979, President since 1992, and Director since 1959, of the
Registrant.
Richard L. Burrell 63 Senior Vice President-Finance since 1992, Treasurer and
Secretary since 1976, Vice President-Finance from 1976 to
1992, and Director since 1984, of the Registrant.
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Christian Galvis 54 Executive Vice President-Operations and Director since
1992, and Vice President-Operations from 1991 to 1992, of
the Registrant; Executive Vice President-Manufacturing of
Work Wear Corporation, Greensboro, North Carolina, apparel
manufacturers, from 1990 to 1991.
Charles E. Ostrander 47 Executive Vice President-Sales & Marketing and Director
since 1992, Vice President-Sales & Marketing from 1990 to
1992, and Vice President-Marketing from 1987 to 1990, of
the Registrant.
Daniel D. Viren 49 Senior Vice President-Administration since 1992, and Vice
President-Controller from 1988 to 1992, of the Registrant.
Harry Miller 53 Vice President-Human Resources of the Registrant since
1993; Director of Human Resources, Bassett-Walker, apparel
manufacturers, a division of VF Corporation, from 1986 to
1993.
PART II
Item 5. Market for Registrant's Common Equity and Related
- ----------------------------------------------------------
Stockholder Matters.
--------------------
In accordance with General Instruction G(2), the information
called for in this Item 5 is incorporated herein by reference to page 12 of the
Registrant's Annual Report to Shareholders for the fiscal year ended December
30, 1995.
Item 6. Selected Financial Data.
- ---------------------------------
In accordance with General Instruction G(2), the information
called for in this Item 6 is incorporated herein by reference to pages 10 and
11 of the Registrant's Annual Report to Shareholders for the fiscal year ended
December 30, 1995.
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Item 7. Management's Discussion and Analysis of Financial
- ----------------------------------------------------------
Condition and Results of Operation.
-----------------------------------
In accordance with General Instruction G(2), the information
called for in this Item 7 is incorporated herein by reference to pages 13
through 16 of the Registrant's Annual Report to Shareholders for the fiscal
year ended December 30, 1995.
Item 8. Financial Statements and Supplementary Data.
- -----------------------------------------------------
The Consolidated Balance Sheets of the Registrant and its
subsidiaries as of December 30, 1995 and December 31, 1994, the related
Consolidated Statements of Earnings, Shareholders' Equity and Cash Flows for
each of the fiscal years in the three-year period ended December 30, 1995, the
related Notes to Consolidated Financial Statements and the Independent
Auditors' Report, appearing on pages 17 through 29 of the Registrant's Annual
Report to Shareholders for the fiscal year ended December 30, 1995, are
incorporated herein by reference. Quarterly Financial Data set forth on page
12 of the Registrant's Annual Report to Shareholders for the fiscal year ended
December 30, 1995, are also incorporated herein 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.
- -------------------------------------------------------------
In accordance with General Instruction G(3), the information
called for in this Item 10 is incorporated herein by reference to the
Registrant's definitive Proxy Statement, filed with the Securities and
Exchange Commission pursuant to Regulation 14A of the General Rules and
Regulations under the Securities Exchange Act of 1934, relating to the
Registrant's Annual Meeting of Shareholders to be held on May 16, 1996, under
the captions "SHARE OWNERSHIP," "ELECTION OF DIRECTORS" and "COMPENSATION OF
EXECUTIVE OFFICERS AND DIRECTORS--Employment Contracts and Termination of
Employment and Change-in-Control Arrangements." In addition, certain
information concerning the executive officers of the Registrant called for in
this Item 10 is set forth in the portion of Part I of this Annual Report on
Form 10-K entitled "Executive Officers of the Registrant" in accordance with
General Instruction G(3).
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Item 11. Executive Compensation.
- ---------------------------------
In accordance with General Instruction G(3), the information
called for in this Item 11 is incorporated herein by reference to the
Registrant's definitive Proxy Statement, filed with the Securities and
Exchange Commission pursuant to Regulation 14A of the General Rules and
Regulations under the Securities Exchange Act of 1934, relating to the
Registrant's Annual Meeting of Shareholders to be held on May 16, 1996, under
the caption "COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS." Neither the
report of the Compensation Committee of the Registrant's Board of Directors on
executive compensation nor the performance graph included in the Registrant's
definitive Proxy Statement relating to the Registrant's Annual Meeting of
Shareholders to be held on May 16, 1996, shall be deemed to be incorporated
herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
- -------------------------------------------------------------
Management.
-----------
In accordance with General Instruction G(3), the information
called for in this Item 12 is incorporated herein by reference to the
Registrant's definitive Proxy Statement, filed with the Securities and
Exchange Commission pursuant to Regulation 14A of the General Rules and
Regulations under the Securities Exchange Act of 1934, relating to the
Registrant's Annual Meeting of Shareholders to be held on May 16, 1996, under
the captions "SHARE OWNERSHIP" and "COMPENSATION OF EXECUTIVE OFFICERS AND
DIRECTORS -- Employment Contracts and Termination of Employment and
Change-in-Control Arrangements."
Item 13. Certain Relationships and Related Transactions.
- ---------------------------------------------------------
In accordance with General Instruction G(3), the information
called for in this Item 13 is incorporated herein by reference to the
Registrant's definitive Proxy Statement, filed with the Securities and
Exchange Commission pursuant to Regulation 14A of the General Rules and
Regulations under the Securities Exchange Act of 1934, relating to the
Registrant's Annual Meeting of Shareholders to be held on May 16, 1996, under
the captions "SHARE OWNERSHIP," "ELECTION OF DIRECTORS" and "COMPENSATION OF
EXECUTIVE OFFICERS AND DIRECTORS."
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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" at page 21.
(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"
at page 21.
(a)(3) Exhibits.
---------
Exhibits filed with this Annual Report on Form 10-K are
attached hereto. For list of such exhibits, see "Index to Exhibits" at
page 62. The following table provides certain information concerning
executive compensation plans and arrangements required to be filed as
exhibits to this Annual Report on Form 10-K.
Executive Compensation Plans and Arrangements
---------------------------------------------
Exhibit
No. Description Location
------- ----------- --------
10(a) R. G. Barry Corporation Salaried Incorporated herein by reference to the
Employees' Pension Plan (as Amended and Registrant's Annual Report on Form 10-K for the
Restated Effective January 1, 1989) fiscal year ended December 31, 1994 (File No.
1-8769) [Exhibit 10(a)]
10(b) R. G. Barry Corporation Supplemental Incorporated herein by reference to the
Retirement Plan Registrant's Annual Report on Form 10-K for the
fiscal year ended December 29, 1990 (File
No. 0-12667) [Exhibit 10(b)]
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Exhibit
No. Description Location
------- ----------- --------
10(c) R. G. Barry Corporation 1984 Incentive Incorporated herein by reference to the
Stock Option Plan for Key Employees Registrant's Current Report on Form 8-K dated
June 22, 1984, filed June 26, 1984 (File No. 1-
7231) [Exhibit 10(d)]
10(d) R. G. Barry Corporation Incentive Plan Incorporated herein by reference to the
for Key Employees Registrant's Annual Report on Form 10-K for the
fiscal year ended December 29, 1984 (File No.
0-12667) [Exhibit 10(e)]
10(e) Employment Agreement, dated July 1, 1994, Incorporated herein by reference to the
between the Registrant and Gordon Zacks Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 (File No.
1-8769) [Exhibit 10(e)]
10(f) Agreement, dated September 27, 1989, Incorporated herein by reference to the
between the 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(g) Amendment No. 1, dated as of Incorporated herein by reference to Amendment
October 12, 1994, between the Registrant No. 14 to Schedule 13D, dated January 27, 1995,
and Gordon Zacks filed by Gordon Zacks on February 13, 1995
[Exhibit 5]
10(h) Amended Split-Dollar Insurance Agreement, Pages 200 through 204
dated March 23, 1995, between the
Registrant and Gordon B. Zacks
16
17
Exhibit
No. Description Location
------- ----------- --------
10(i) R. G. Barry Corporation Leveraged Incorporated herein by reference to the
Employee Stock Ownership Plan Registrant's Annual Report on Form 10-K for the
fiscal year ended December 29, 1990 (File No.
0-12667) [Exhibit 10(j)]
10(j) R. G. Barry Corporation 1988 Stock Option Incorporated herein by reference to the
Plan (Reflects amendments through May 11, Registrant's Registration Statement on Form S-
1993) 8, filed August 18, 1993 (Registration No. 33-
67594) [Exhibit 4(r)]
10(k) Form of Stock Option Agreement used in Pages 205 through 213
connection with the grant of incentive
stock options pursuant to the R. G. Barry
Corporation 1988 Stock Option Plan
10(l) Form of Stock Option Agreement used in Pages 214 through 222
connection with the grant of non-
qualified stock options pursuant to the
R. G. Barry Corporation 1988 Stock Option
Plan
10(m) Description of Incentive Bonus Program Incorporated herein by reference to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 28, 1991 (File No.
1-8769) [Exhibit 10(k)]
17
18
Exhibit
No. Description Location
------- ----------- --------
10(n) R. G. Barry Corporation Employee Stock Incorporated herein by reference to the
Purchase Plan (Reflects amendments and Registrant's Registration Statement on Form S-
revisions for stock dividends and stock 8, filed August 18, 1993 (Registration No. 33-
splits through May 11, 1993) 67596) [Exhibit 4(r)]
10(o) R. G. Barry Corporation 1994 Stock Option Incorporated herein by reference to the
Plan (Reflects stock splits through Registrant's Registration Statement on
June 22, 1994) Form S-8, filed August 24, 1994 (Registration
No. 33-83252) [Exhibit 4(q)]
10(p) Form of Stock Option Agreement used in Pages 223 through 231
connection with the grant of incentive
stock options pursuant to the R. G. Barry
Corporation 1994 Stock Option Plan
10(q) Form of Stock Option Agreement used in Pages 232 through 241
connection with the grant of non-
qualified stock options pursuant to the
R. G. Barry Corporation 1994 Stock Option
Plan
10(r) Executive Employment Agreement, dated Incorporated herein by reference to the
July 1, 1994, between the Registrant and Registrant's Annual Report on Form 10-K for the
Christian Galvis fiscal year ended December 31, 1994 (File No.
33-8769) [Exhibit 10(n)]
18
19
Exhibit
No. Description Location
------- ----------- --------
10(s) Agreement, dated July 1, 1994, between Incorporated herein by reference to the
the Registrant and Richard L. Burrell Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 (File No.
1-8769) [Exhibit 10(o)]
10(t) Agreement, dated July 1, 1994, between Incorporated herein by reference to the
the Registrant and Daniel D. Viren Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 (File No.
1-8769) [Exhibit 10(p)]
10(u) Agreement, dated July 1, 1994, between Incorporated herein by reference to the
the Registrant and Harry Miller Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 (File No.
1-8769) [Exhibit 10(q)]
10(v) R. G. Barry Corporation Deferred Pages 242 through 281
Compensation Plan (Effective as of
September 1, 1995)
(b) Reports on Form 8-K
-------------------
There were no Current Reports on Form 8-K filed during the fiscal
quarter ended December 30, 1995.
(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" at
page 62.
(d) Financial Statement Schedules
-----------------------------
Financial Statement Schedules included with this Annual Report on Form
10-K are attached hereto. See "Index to Financial Statements" at
page 21.
19
20
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, 1996 By /s/ Richard L.Burrell
--------------------------------
Richard L. Burrell,
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 and on the dates indicated.
Name Date Capacity
---- ---- --------
*Gordon Zacks * Chairman of the Board, President, Chief
Executive Officer and Director
*Richard L. Burrell * Senior Vice President-Finance, Secretary,
Treasurer, Principal Financial and Accounting
Officer and Director
*Christian Galvis * Executive Vice President-Operations and Director
*Charles E. Ostrander * Executive Vice President-Sales and Marketing and
Director
Leopold Abraham II Director
*Philip G. Barach * Director
William Giovanello Director
*Harvey M. Krueger * Director
*Edward M. Stan * Director
*By /s/ Richard L. Burrell
-----------------------
Richard L. Burrell,
Attorney-in-Fact
Date: March 28, 1996
20
21
R. G. BARRY CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 30, 1995
INDEX TO FINANCIAL STATEMENTS
DESCRIPTION OF FINANCIAL STATEMENTS
(ALL OF WHICH ARE INCORPORATED BY
REFERENCE IN THIS ANNUAL REPORT ON PAGE(S) IN 1995
FORM 10-K FOR THE FISCAL YEAR ANNUAL REPORT TO
ENDED DECEMBER 30, 1995) SHAREHOLDERS
- ----------------------------------- ----------------
Consolidated Balance Sheets at December 30,
1995 and December 31, 1994.............................................................17
Consolidated Statements of Earnings for the
years ended December 30, 1995, December 31,
1994 and January 1, 1994...............................................................18
Consolidated Statements of Shareholders' Equity
for the years ended December 30, 1995,
December 31, 1994 and January 1, 1994..................................................18
Consolidated Statements of Cash Flows for the
years ended December 30, 1995, December 31,
1994 and January 1, 1994...............................................................19
Notes to Consolidated Financial Statements.....................................................20-28
Independent Auditors' Report....................................................................29
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 1995 Annual Report to
Shareholders. 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.
Independent Auditor's Report on Financial Statement Schedules:
Included at page 58 of this Annual Report on Form 10-K
Schedules for the fiscal years ended December 30, 1995, December 31, 1994 and
January 1, 1994:
II - Reserves: Included at pages 59 through 61 of this
Annual Report on Form 10-K
21
22
INDEPENDENT AUDITORS' REPORT ON
FINANCIAL STATEMENT SCHEDULES
The Board of Directors and Shareholders
R. G. Barry Corporation:
Under date of February 21, 1996, we reported on the consolidated balance sheets
of R. G. Barry Corporation and subsidiaries as of December 30, 1995 and December
31, 1994, and the related consolidated statements of earnings, shareholders'
equity and cash flows for each of the fiscal years in the three-year period
ended December 30, 1995, as contained in the fiscal 1995 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
1995. 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.
KPMG Peat Marwick LLP
Columbus, Ohio
February 21, 1996
23
Schedule II
R. G. BARRY CORPORATION AND SUBSIDIARIES
Reserves
Fiscal year ended December 30, 1995
Column A Column B Column C Column D Column E
- ------------------------------------------------------ --------------- -------------- ---------------- --------------
Additions
Balance at charged to Balance at
beginning costs and end of
Description of period expenses Deductions period
----------- --------- -------- ---------- ------
Reserves deducted from accounts receivable:
Allowance for doubtful receivables $ 160,000 648,000 459,000(1) 349,000
Allowance for returns 1,537,000 3,021,000 1,537,000(2) 3,021,000
Allowance for promotions 2,403,000 4,300,000 2,403,000(3) 4,300,000
--------------- -------------- ---------------- --------------
$ 4,100,000 7,969,000 4,399,000 7,670,000
=============== ============== ================ ==============
- ----------
1 Write-off of uncollectible accounts.
2 Represents the impact on fiscal 1995 operations of fiscal year 1994 sales
returns reserved for in 1994.
3 Represents the impact on fiscal 1995 operations of fiscal 1994 promotions
reserved for in 1994.
24
Schedule II
R. G. BARRY CORPORATION AND SUBSIDIARIES
Reserves
Fiscal year ended December 31, 1994
Column A Column B Column C Column D Column E
- ------------------------------------------------------ --------------- -------------- ---------------- --------------
Additions
Balance at charged to Balance at
beginning costs and end of
Description of period expenses Deductions period
----------- --------- -------- ---------- ------
Reserves deducted from accounts receivable:
Allowance for doubtful receivables $ 253,000 239,000 332,000(1) 160,000
Allowance for returns 2,487,000 1,537,000 2,487,000(2) 1,537,000
Allowance for promotions 2,426,000 2,403,000 2,426,000(3) 2,403,000
--------------- -------------- ---------------- --------------
$ 5,166,000 4,179,000 5,245,000 4,100,000
=============== ============== ================ ==============
Reserve for costs of restructuring $ 58,000 -- 58,000(4) --
=============== ============== ================ ==============
- ----------
1 Write-off of uncollectible accounts.
2 Represents the impact on fiscal 1994 operations of fiscal year 1993 sales
returns reserved for in 1993.
3 Represents the impact on fiscal 1994 operations of fiscal 1993 promotions
reserved for in 1993.
4 Represents reduction of reserve during fiscal 1994.
25
Schedule II
R. G. BARRY CORPORATION AND SUBSIDIARIES
Reserves
Fiscal year ended January 1, 1994
Column A Column B Column C Column D Column E
- ------------------------------------------------------ --------------- -------------- ---------------- --------------
Additions
Balance at charged to Balance at
beginning costs and end of
Description of period expenses Deductions period
----------- --------- -------- ---------- ------
Reserves deducted from accounts receivable:
Allowance for doubtful receivables $ 239,000 265,000 251,000(1) 253,000
Allowance for returns 2,632,000 2,487,000 2,632,000(2) 2,487,000
Allowance for promotions 2,223,000 2,426,000 2,223,000(3) 2,426,000
--------------- -------------- ---------------- --------------
$ 5,094,000 5,178,000 5,106,000 5,166,000
=============== ============== ================ ==============
Reserve for costs of restructuring $ 121,000 -- 63,000(4) 58,000
=============== ============== ================ ==============
- ----------
1 Write-off of uncollectible accounts.
2 Represents the impact on fiscal 1993 operations of fiscal year 1992 sales
returns reserved for in 1992.
3 Represents the impact on fiscal 1993 operations of fiscal 1992 promotions
reserved for in 1992.
4 Represents costs paid during fiscal 1993.
26
R. G. BARRY CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 30, 1995
INDEX TO EXHIBITS
Exhibit
No. Description Location
------- ----------- --------
3(a) Articles of Incorporation of Registrant, as Pages 69 through 94
amended
3(b) Certificate of Amendment to the Articles of Pages 95 through 97
Incorporation of Registrant, as filed with
the Ohio Secretary of State on May 22, 1995
3(c) Certificate of Amendment to Articles of Pages 98 and 99
Incorporation of Registrant, as filed with
the Ohio Secretary of State on September 1,
1995
3(d) 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(a) Trust Indenture, dated as of July 1, 1972, Incorporated herein by reference to
by and between Registrant and The Huntington Registrant's Registration Statement on Form S-
National Bank of Columbus, as Trustee 1, filed June 27, 1972 (Registration No.
2-44432) [Exhibit 4(a)]
4(b) First Supplemental Trust Indenture, dated as Incorporated herein by reference to
of May 2, 1975, by and between Registrant Registrant's Registration Statement on Form S-
and The Huntington National Bank of 7, filed March 3, 1978 (Registration No.
Columbus, as Trustee 2-60888) [Exhibit 2(b)(ii)]
27
Exhibit
No. Description Location
------- ----------- --------
4(c) Second Supplemental Trust Indenture, dated Incorporated herein by reference to
as of April 1, 1978, by and between Registrant's Registration Statement on Form S-
Registrant and The Huntington National Bank 7, filed March 3, 1978 (Registration No.
of Columbus, as Trustee 2-60888) [Exhibit 2(b)(iii)]
4(d) Third Supplemental Indenture, dated as of Incorporated herein by reference to
June 22, 1984, between Registrant and The Registrant's Current Report on Form 8-K dated
Huntington National Bank, as Trustee June 22, 1984, filed June 26, 1984 (File No.
1-7231) [Exhibit 4(d)]
4(e) Fourth Supplemental Trust Indenture, dated Incorporated herein by reference to
as of February 27, 1985, between Registrant Registrant's Annual Report on Form 10-K for the
and The Huntington National Bank, as Trustee fiscal year ended December 29, 1984 (File No.
0-12667) [Exhibit 4(e)]
4(f) Revolving Credit Agreement, made to be Pages 100 through 195
effective on February 28, 1996, among
Registrant, The Bank of New York, The
Huntington National Bank and NBD Bank
4(g) Note Agreement, dated July 5, 1994, between Incorporated herein by reference to
Registrant and Metropolitan Life Insurance Registrant's Registration Statement on Form S-
Company 3, filed July 21, 1994 (Registration No. 33-
81820) [Exhibit 4(t)]
4(h) Rights Agreement, dated as of February 29, Incorporated herein by reference to
1988, between Registrant and The Huntington Registrant's Current Report on Form 8-K dated
National Bank March 14, 1988, filed March 15, 1988 (File No.
0-12667) [Exhibit 4]
28
Exhibit
No. Description Location
------- ----------- --------
9(a) Zacks-Streim Voting Trust and amendments Incorporated herein by reference to
thereto Registrant's Annual Report on Form 10-K for the
fiscal year ended January 2, 1993 (File
No. 1-8769) [Exhibit 9]
9(b) Documentation related to extension of term Pages 196 through 199
of the Voting Trust Agreement for the Zacks-
Streim Voting Trust
10(a) R. G. Barry Corporation Salaried Employees' Incorporated herein by reference to the
Pension Plan (as Amended and Restated Registrant's Annual Report on Form 10-K for the
Effective January 1, 1989) fiscal year ended December 31, 1994 (File No.
1-8769) [Exhibit 10(a)]
10(b) R. G. Barry Corporation Supplemental Incorporated herein by reference to
Retirement Plan Registrant's Annual Report on Form 10-K for the
fiscal year ended December 29, 1990 (File
No. 0-12667) [Exhibit 10(b)]
10(c) R. G. Barry Corporation 1984 Incentive Stock Incorporated herein by reference to
Option Plan for Key Employees Registrant's Current Report on Form 8-K dated
June 22, 1984, filed June 26, 1984 (File No.
1-7231) [Exhibit 10(d)]
10(d) R. G. Barry Corporation Incentive Plan for Incorporated herein by reference to
Key Employees Registrant's Annual Report on Form 10-K for the
fiscal year ended December 29, 1984 (File No.
0-12667) [Exhibit 10(e)]
29
Exhibit
No. Description Location
------- ----------- --------
10(e) Employment Agreement, dated July 1, 1994, Incorporated herein by reference to the
between Registrant and Gordon Zacks Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 (File No.
1-8769) [Exhibit 10(e)]
10(f) 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(g) Amendment No. 1, dated as of October 12, Incorporated herein by reference to Amendment
1994, between Registrant and Gordon Zacks No. 14 to Schedule 13D, dated January 27, 1995,
filed by Gordon Zacks on February 13, 1995
[Exhibit 5]
10(h) Amended Split-Dollar Insurance Agreement, Pages 200 through 204
dated March 23, 1995, between Registrant and
Gordon B. Zacks
10(i) R. G. Barry Corporation Leveraged Employee Incorporated herein by reference to
Stock Ownership Plan Registrant's Annual Report on Form 10-K for the
fiscal year ended December 29, 1990 (File No.
0-12667) [Exhibit 10(j)]
10(j) R. G. Barry Corporation 1988 Stock Option Incorporated herein by reference to
Plan (Reflects amendments through May 11, Registrant's Registration Statement on Form S-
1993) 8, filed August 18, 1993 (Registration No.
33-67594) [Exhibit 4(r)]
30
Exhibit
No. Description Location
------- ----------- --------
10(k) Form of Stock Option Agreement used in Pages 205 through 213
connection with the grant of incentive stock
options pursuant to the R. G. Barry
Corporation 1988 Stock Option Plan
10(l) Form of Stock Option Agreement used in Pages 214 through 222
connection with the grant of non-qualified
stock options pursuant to the R. G. Barry
Corporation 1988 Stock Option Plan
10(m) Description of Incentive Bonus Program Incorporated herein by reference to
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 28, 1991 (File No.
1-8769) [Exhibit 10(k)]
10(n) R. G. Barry Corporation Employee Stock Incorporated herein by reference to
Purchase Plan (Reflects amendments and Registrant's Registration Statement on Form S-
revisions for stock dividends and stock 8, filed August 18, 1993 (Registration No.
splits through May 11, 1993) 33-67596) [Exhibit 4(r)]
10(o) R. G. Barry Corporation 1994 Stock Option Incorporated herein by reference to
Plan (Reflects stock splits through June 22, Registrant's Registration Statement on Form S-
1994) 8, filed August 24, 1994 (Registration
No. 33-83252) [Exhibit 4(q)]
10(p) Form of Stock Option Agreement used in Pages 223 through 231
connection with the grant of incentive stock
options pursuant to the R. G. Barry
Corporation 1994 Stock Option Plan
31
Exhibit
No. Description Location
------- ----------- --------
10(q) Form of Stock Option Agreement used in Pages 232 through 241
connection with the grant of non-qualified
stock options pursuant to the R. G. Barry
Corporation 1994 Stock Option Plan
10(r) Executive Employment Agreement, dated July Incorporated herein by reference to the
1, 1994, between Registrant and Christian Registrant's Annual Report on Form 10-K for the
Galvis fiscal year ended December 31, 1994 (File No.
1-8769) [Exhibit 10(n)]
10(s) Agreement, dated July 1, 1994, between Incorporated herein by reference to the
Registrant and Richard L. Burrell Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 (File No.
1-8769) [Exhibit 10(o)]
10(t) Agreement, dated July 1, 1994, between Incorporated herein by reference to the
Registrant and Daniel D. Viren Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 (File No.
1-8769) [Exhibit 10(p)]
10(u) Agreement, dated July 1, 1994, between Incorporated herein by reference to the
Registrant and Harry Miller Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 (File No.
1-8769) [Exhibit 10(q)]
10(v) R. G. Barry Corporation Deferred Pages 242 through 268
Compensation Plan (Effective as of
September 1, 1995)
32
Exhibit
No. Description Location
------- ----------- --------
13 Registrant's Annual Report to Shareholders Incorporated herein by reference to the
for the fiscal year ended December 30, 1995 financial statements portion of this Annual
(Not deemed filed except for the portions Report on Form 10-K beginning at page 21
thereof which are specifically incorporated
by reference into this Annual Report on Form
10-K)
21 Subsidiaries of Registrant Incorporated herein by reference to
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 (File No.
1-8769) [Exhibit 21]
23 Consent of Independent Auditors Page 269
24 Powers of Attorney Pages 270 through 277
27 Financial Data Schedule Page 278