SC 13D
13D FILING
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
R.G. Barry Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
068798107
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(CUSIP NUMBER)
Daniele Beasley
Cove Street Capital LLC
2321 Rosecrans Avenue, Suite 3275
El Segundo, CA 90245
Tel No. 424.221.5897
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 18, 2013
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(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. [ X ]
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 to be sent.
* The remainder of this coverage 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 coverage 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).
CUSIP: 068798107
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1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Cove Street Capital, LLC I.R.S. IDENTIFICATION NO 27-5376591
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
N/A (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER O
SHARES ---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 479,809
OWNED BY ---------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING ---------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 479,809
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,809
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
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14 TYPE OF REPORTING PERSON
IA
Item 1. Security and Issuer
This statement on Schedule 13D relates to the Common Stock of R.G. Barry
Corporation. The address of the Issuers principal executive offices is
13405 Yarmouth Road NW, Pickerington, OH 43147.
Item 2. Identity & Background
a) This statement on Schedule 13D is being filed pursuant to Rule 13d-1
under the Securities Exchange Act of 1934, as amended, by
Cove Street Capital, LLC (CSC).
b) The address of the principal office of Cove Street Capital, LLC is:
2321 Rosecrans Avenue, Suite 3275, El Segundo, CA 90245
c) The principal business of CSC is as an Investment Adviser.
d) CSC, nor any of its members has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
e) CSC, nor any of its members was, during the last five years, a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to
a judgment, decree or final order (1) enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws, or (2) finding any violation with respect to such laws.
f) Cove Street Capital, LLC, a Delaware limited liability company.
Item 3. Source and Amount of Funds or Other Consideration
CSC in its capacity as an Investment Adviser will purchase on behalf of its
clients. No monies are borrowed for such an acquisition.
Item 4. Purpose of Transaction
On behalf of its clients, CSC acquired shares in R.G. Barry Corporation with
the belief that the Common Stock represents an attractive investment
opportunity.
CSC is filing a 13-D to share its recent letter to the Board of Directors
(Exhibit 1) in which we call upon the Board to publically announce that in
response to a recent filing by Mill Road Capital to acquire R.G. Barry
Corporation for $20 per share, that the Board will hire a qualified financial
advisor or investment banker and engage in a thorough evaluation of all
strategic alternatives, including a sale to Mill Road or other parties at
a price which represents the end result of an open auction process.
CSC may wish to engage in a constructive dialogue with officers, directors
and other representatives of the Issuer, as well as the Issuers
shareholders; topics of discussion may include, but are not limited to,
the Issuers markets, operations, competitors, prospects, strategy, personnel,
directors, ownership and capitalization. CSC may also enter into
confidentiality or similar agreements with the Issuer and, subject to such
an agreement or otherwise, exchange information with the Issuer.
The Securities reported in this filing have been purchased and held for
investment purposes on behalf of client accounts in which CSC has
discretionary investment and voting power. CSC intends to seek to participate
in discussions with the management of the Issuer intended to maximize
shareholder value, which may include proposals to change its capitalization.
In addition, CSC, subject to applicable legal requirements, may in the future
acquire additional securities of the Issuer on behalf of CSC's clients or
dispose of some or all of CSC's current holdings of the Securities in the
ordinary course of CSC's business and the management of its client accounts.
Item 5. Interest in Securities of the Issuer
a) & b) CSC has discretionary investment and voting power on 479,809 shares of
common stock which constitutes approximately 4.2% of the shares outstanding.
All ownership percentages herein assume that there are 11,419,000 shares
outstanding.
c) The following table sets forth all transactions with respect to the Shares
affected since July 27, 2013. Purchases and sells have been aggregated
daily and were conducted in the ordinary course of business on the open
market for cash.
Date of Transaction Buy/Sell Share Amount Price Per Share
7/29/2013 Sell 50 17.580
8/6/2013 Buy 1,520 17.680
8/6/2013 Sell 5,050 17.638
8/7/2013 Sell 450 17.571
9/10/2013 Sell 70 16.660
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Except as otherwise described in this Schedule 13D, including the Exhibit
attached hereto, there are no contracts, arrangements, understandings, or
relationships (legal or otherwise) among CSC, or between any third party,
with respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
Exhibit 1: Letter To Management
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.
Dated: September 25, 2013
Cove Street Capital, LLC
By: /S/ Daniele Beasley
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Daniele Beasley, President & CCO
Exhibit 1: Letter To Management
September 18, 2013
Board of Directors
R.G. Barry Corporation
13405 Yarmouth Road N.W.
Pickerington, Ohio 43147
To the Members of the Board:
Cove Street Capital is a Los Angeles based investment manager that presently
owns 479,809 shares of RG Barry, representing 4.2% of RG Barry's shares
outstanding.
To echo the thoughts of Mill Road Capital, we also think that Greg and his
management team have done an excellent job and we agree with the Mill Road
premise that it is difficult for a company the size of RG to achieve a premium
value in the public markets.
As to whether $20 is the 'right' price for an offer to take the company private,
we profess no firm opinion. What we do strongly believe is that the Board of
Directors should immediately hire a reputable investment banker and conduct
an appropriately open process with the goal of establishing the 'correct' price
for a transaction. In our opinion, the Board's public letter in response to
Mill Road was vague as to the steps the company will undertake to evaluate the
proposal. Furthermore, given the standard legalese involving such a process,
publically stating the intention to hire said investment banker and subsequently
conducting a thorough process to achieve the highest value for all shareholders
seems like a reasonable and minimum hurdle to properly discharge the Board's
fiduciary responsibility to shareholders.
Sincerely,
/S/ Jeffrey Bronchick, CFA
Principal, Cove Street Capital LLC