UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
R.G. Barry Corporation
(Name of Issuer)
Common Shares, par value $1 per share
(Title of Class of Securities)
068798107
(CUSIP Number)
Mill Road Capital II, L.P.
Attn: Thomas E. Lynch
382 Greenwich Avenue
Suite One
Greenwich, CT 06830
203-987-3500
With a copy to:
Peter M. Rosenblum, Esq.
Foley Hoag LLP
155 Seaport Blvd.
Boston, MA 02210
617-832-1151
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 19, 2014
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
13D
| CUSIP No. 068798107 | Page 2 of 8 Pages |
| 1. | Names of reporting persons.
Mill Road Capital II, L.P. | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
WC | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with
| 7. | Sole voting power
1,093,189 | ||||
| 8. | Shared voting power
| |||||
| 9. | Sole dispositive power
1,093,189 | |||||
| 10. | Shared dispositive power
| |||||
| 11. | Aggregate amount beneficially owned by each reporting person
1,093,189 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| 13. | Percent of class represented by amount in Row (11)
9.8% | |||||
| 14. | Type of reporting person (see instructions)
PN | |||||
13D
| CUSIP No. 068798107 | Page 3 of 8 Pages |
| 1. | Names of reporting persons
Mill Road Capital II GP LLC | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
AF | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with
| 7. | Sole voting power
1,093,189 | ||||
| 8. | Shared voting power
| |||||
| 9. | Sole dispositive power
1,093,189 | |||||
| 10. | Shared dispositive power
| |||||
| 11. | Aggregate amount beneficially owned by each reporting person
1,093,189 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| 13. | Percent of class represented by amount in Row (11)
9.8% | |||||
| 14. | Type of reporting person (see instructions)
HC; OO | |||||
13D
| CUSIP No. 068798107 | Page 4 of 8 Pages |
| 1. | Names of reporting persons.
Thomas E. Lynch | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
AF | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or place of organization
USA | |||||
Number of shares beneficially owned by each reporting person with
| 7. | Sole voting power
| ||||
| 8. | Shared voting power
1,093,189 | |||||
| 9. | Sole dispositive power
| |||||
| 10. | Shared dispositive power
1,093,189 | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
1,093,189 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| 13. | Percent of class represented by amount in Row (11)
9.8% | |||||
| 14. | Type of reporting person (see instructions)
HC; IN | |||||
13D
| CUSIP No. 068798107 | Page 5 of 8 Pages |
| 1. | Names of reporting persons.
Scott P. Scharfman | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
AF | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or place of organization
USA | |||||
Number of shares beneficially owned by each reporting person with
| 7. | Sole voting power
| ||||
| 8. | Shared voting power
1,093,189 | |||||
| 9. | Sole dispositive power
| |||||
| 10. | Shared dispositive power
1,093,189 | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
1,093,189 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| 13. | Percent of class represented by amount in Row (11)
9.8% | |||||
| 14. | Type of reporting person (see instructions)
HC; IN | |||||
| CUSIP No. 068798107 | Page 6 of 8 Pages |
This Amendment No. 6 to the joint statement on Schedule 13D with respect to the common shares, par value $1 per share (the “Common Stock”), of R.G. Barry Corporation, an Ohio corporation (the “Issuer”), filed by Mill Road Capital, L.P., a Delaware limited partnership (“Fund I”), Mill Road Capital GP LLC, a Delaware limited liability company (“GP I”), Thomas E. Lynch and Scott P. Scharfman (collectively, the “Initial Reporting Persons”) on February 18, 2011, as amended and restated by the Amendment No. 1 on Schedule 13D with respect to the Common Stock filed by the Initial Reporting Persons, Mill Road Capital II, L.P., a Delaware limited partnership (“Fund II”), and Mill Road Capital II GP LLC, a Delaware limited liability company (“GP II”), on August 29, 2012, as amended by the Amendment No. 2 on Schedule 13D with respect to the Common Stock filed by Messrs. Lynch and Scharfman, Fund II and GP II (collectively, the “Second Reporting Persons”) on September 11, 2013, as amended by the Amendment No. 3 on Schedule 13D with respect to the Common Stock filed by the Second Reporting Persons on September 13, 2013, as amended by the Amendment No. 4 on Schedule 13D with respect to the Common Stock filed by the Second Reporting Persons on October 3, 2013, and as amended by the Amendment No. 5 on Schedule 13D with respect to the Common Stock filed by the Second Reporting Persons on May 2, 2014 (such joint statement, as so amended and as amended herein, the “Schedule 13D”), further amends the Schedule 13D as follows:
| 1. | Item 3 of the Schedule 13D is hereby amended to add the following paragraph directly under the paragraph included in Item 3 under the heading “Equity Commitment Letter”: |
‘On August 19, 2014, Parent entered into a Stock Subscription and Exchange Agreement (the “Subscription Agreement”) by and among Parent and the purchasers named therein (the “Purchasers”), a copy of which is filed asExhibit 13 to this Schedule 13D and is incorporated by reference in its entirety into this Item 3, for purposes of funding the commitment made pursuant to the Equity Commitment Letter. Pursuant to the Subscription Agreement, prior to the consummation of the Merger, Parent will issue an aggregate of 96,650 shares of its Series A Preferred Stock for an aggregate purchase price of approximately $96.7 million as follows: (i) 48,527 shares to Fund II in exchange for approximately $27.8 million in cash and 1,093,189 shares of Common Stock (valued at $19.00 per share); (ii) 46,623 shares to BTO Holdings 1 L.P. (“BTO”) for an aggregate purchase price of approximately $46.6 million in cash; and (iii) 1,500 shares that have been reserved for issuance to persons providing Debt Facilities for an aggregate purchase price of $1.5 million in cash. To the extent that less than the aggregate amount identified in the foregoing clauses (i) and (ii), or up to an additional $10 million, is required (including as a result of no shares being purchased pursuant to the foregoing clause (iii)) to fund the commitment made pursuant to the Equity Commitment Letter, such decrease or increase shall be borne by Fund II and BTO in the ratio of 51% to 49%.’
| 2. | Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are amended and restated in their entirety as follows: |
‘(a, b) The percentages of beneficial ownership reported in this Item 5, and on the respective cover pages to the Schedule 13D of each Reporting Person, are based on a total of 11,178,921 shares of the Common Stock issued and outstanding as of July 21, 2014, as represented to by the Issuer in its Proxy Statement dated August 1, 2014. All of
| CUSIP No. 068798107 | Page 7 of 8 Pages |
the share numbers reported below, and on these cover pages, are as of August 19, 2014. Each of these cover pages is incorporated by reference in its entirety into this Item 5(a, b).
Fund II directly holds, and thus has sole voting and dispositive power over, 1,093,189 shares of Common Stock. GP II, as sole general partner of Fund II, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares of Common Stock on behalf of Fund II, and each of Messrs. Lynch and Scharfman has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, the shares of Common Stock on behalf of Fund II. Messrs. Goldman and Jacobs do not have beneficial ownership of any shares of Common Stock.
Accordingly, each of the Reporting Persons beneficially owns 1,093,189 shares of Common Stock, or approximately 9.8% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 1,093,189 shares of Common Stock, or approximately 9.8% of the outstanding shares of Common Stock.
(c) No Reporting Person effected any transaction in shares of the Common Stock from June 20, 2014 (the date 60 days prior to the filing of this amendment to the Schedule 13D) to August 19, 2014.’
| 3. | Item 7 of the Schedule 13D is amended by adding the following Exhibit to its end: |
‘Exhibit 13 Stock Subscription and Exchange Agreement, dated as of August 19, 2014, by and among MRGB Hold Co., Mill Road Capital II, L.P. and BTO Holdings 1 L.P.’
| 4. | Except as amended hereby, the Schedule 13D remains in full force and effect. |
[signature page follows]
| CUSIP No. 068798107 | Page 8 of 8 Pages |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| DATE: | August 20, 2014 | |
| MILL ROAD CAPITAL II, L.P. | ||
| By: | Mill Road Capital II GP LLC, | |
| its General Partner | ||
| By: | /s/ Scott P. Scharfman | |
| Scott P. Scharfman | ||
| Management Committee Director | ||
| MILL ROAD CAPITAL II GP LLC | ||
| By: | /s/ Scott P. Scharfman | |
| Scott P. Scharfman | ||
| Management Committee Director | ||
| THOMAS E. LYNCH | ||
| By: | /s/ Scott P. Scharfman | |
| Scott P. Scharfman, attorney-in-fact | ||
| SCOTT P. SCHARFMAN | ||
| By: | /s/ Scott P. Scharfman | |
| Scott P. Scharfman | ||
