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Exhibit 9(b)
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DOCUMENTATION RELATED TO EXTENSION
OF TERM OF THE VOTING TRUST AGREEMENT
FOR THE ZACKS-STREIM VOTING TRUST
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CONSENT TO EXTEND THE TERM OF THE
VOTING TRUST AGREEMENT FOR THE
ZACKS-STREIM VOTING TRUST
I, Florence Zacks Melton, am currently the trustee of a
certain trust established under the Last Will and Testament of my late husband,
Aaron Zacks (the "Trust").
The Trust is a party to the Voting Trust Agreement for the
Zacks-Streim Voting Trust dated October 29, 1974 (the "Voting Trust
Agreement"), and is currently a holder of Voting Trust Certificates.
Section 7 of the Voting Trust Agreement allows this Agreement
to be extended beyond its original term by the Voting Trustees with the written
consent of (i) the holders of the Voting Trust Certificates representing the
majority of shares of stock subject to the Voting Trust Agreement, and (ii) the
holders of Voting Trust Certificates representing the majority of shares of
stock held for each of the two families (the Streim family is no longer a party
to the Voting Trust Agreement) who are the parties to the Voting Trust
Agreement.
I hereby consent to the extension of the term of the Voting
Trust Agreement for an additional period of 10 years as proposed by the trustee
of the Voting Trust Agreement.
Dated: August 11, 1994
/s/ Florence Melton, Trustee
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Florence Zacks Melton, Trustee of
the trust established under the
Last Will and Testament of Aaron
Zacks
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PROPOSAL TO EXTEND THE TERM OF THE
VOTING TRUST AGREEMENT FOR THE
ZACKS-STREIM VOTING TRUST
I, Gordon Zacks, am currently the trustee of the Voting Trust
Agreement for the Zacks-Streim Voting Trust dated October 29, 1974 (the "Voting
Trust Agreement").
Section 7 of the Voting Trust Agreement allows this Agreement
to be extended beyond its original term by the Voting Trustees with the written
consent of (i) the holders of the Voting Trust Certificates representing the
majority of shares of stock subject to the Voting Trust Agreement, and (ii) the
holders of Voting Trust Certificates representing the majority of shares of
stock held for each of the two families (the Streim family is no longer a party
to the Voting Trust) who are the parties to the Voting Trust Agreement.
A certain trust established under the Last Will and Testament
of Aaron Zacks (the "Trust") is a party to the Voting Trust Agreement, and is
currently a holder of Voting Trust Certificates.
I hereby propose the extension of the term of the Voting Trust
Agreement for an additional term of 10 years.
Dated: August 11, 1994
/s/ Gordon Zacks
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Gordon Zacks, Trustee of the Voting
Trust Agreement
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ACTION OF THE TRUSTEE OF THE TRUST ESTABLISHED
UNDER THE LAST WILL AND TESTAMENT OF
AARON ZACKS
I, Florence Zacks Melton, am currently the trustee of a
certain trust established under the Last Will and Testament of my late husband,
Aaron Zacks (the "Trust").
The Trust is a party to the Voting Trust Agreement for the
Zacks-Streim Voting Trust dated October 29, 1974 (the "Voting Trust
Agreement"), and is currently a holder of Voting Trust Certificates. My
execution of the Voting Trust Agreement in behalf of the Trust was approved by
the Probate Court of Franklin County, Ohio, by entry dated March 13, 1975.
Section 7 of the Voting Trust Agreement allows this Agreement
to be extended beyond its original term by the Voting Trustees with the written
consent of (i) the holders of the Voting Trust Certificates representing the
majority of shares of stock subject to the Voting Trust Agreement, and (ii) the
holders of Voting Trust Certificates representing the majority of shares of
stock held for each of the two families (the Streim family is no longer a party
to the Voting Trust Agreement) who are the parties to the Voting Trust
Agreement.
The Voting Trust Agreement was entered into to help secure
continuity and stability of policy and management of R. G. Barry Corporation.
I believe that these purposes are as valid today as they were when the Voting
Trust Agreement was entered into, and that it is in the best interests of the
Trust and its beneficiaries to have the Voting Trust Agreement extended. In
reaching this decision, I also considered the fact that all beneficiaries who
have any interest in the shares of R. G. Barry Corporation held by the Trust
wish to extend the term of the Voting Trust Agreement.
Based on the above, I, as trustee of the Trust and in its
behalf, intend to consent to extend the term of the Voting Trust Agreement for
such additional time as the trustee of the Voting Trust Agreement may propose.
Dated: August 11, 1994
/s/ Florence Melton, Trustee
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Florence Zacks Melton, Trustee of
the trust established under the Last
Will and Testament of Aaron Zacks