UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 31, 2014
R. G. BARRY CORPORATION
(Exact name of registrant as specified in its charter)
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| Ohio |
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1-8769 |
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31-4362899 |
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of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
13405 Yarmouth Road N.W., Pickerington, Ohio 43147
(Address of principal executive offices) (Zip Code)
(614) 864-6400
(Registrant’s telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On June 3, 2014, R. G. Barry Corporation (the
“Company”) issued a press release announcing: (1) the expiration on May 31, 2014 of the 30-day “go-shop” period provided for under the terms of the previously announced Agreement and Plan of Merger, dated
May 1, 2014 (the “Merger Agreement”), among the Company and MRGB Hold Co. and MRVK Merger Co., each of whom is an affiliate of Mill Road Capital, a private equity firm; (2) that the Company has received an alternative
acquisition proposal from a third party to acquire all of the outstanding common shares of the Company (the “Alternative Proposal”); and (3) the Board of Directors of the Company (the “Board”), after consulting
with its financial and legal advisors, has determined that the Alternative Proposal could reasonably be expected to result in a “Superior Proposal” (as defined in the Merger Agreement), and further determined that the third party that
submitted the Alternative Proposal is an “Excluded Party” (as defined in the Merger Agreement). A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.
By determining that the third party who submitted the Alternative Proposal is an Excluded Party, the Company is permitted, subject to
compliance with the provisions of the Merger Agreement, to continue to furnish information to, and engage in further discussions and negotiations with, such party relating to the Alternative Proposal. These negotiations and discussions could
terminate at any time and, accordingly, there can be no assurance regarding when or if the Alternative Proposal will ultimately result in a Superior Proposal. The Board has not changed its recommendation that the Company’s shareholders vote to
adopt the Merger Agreement.
On June 3, 2014, the Company also distributed or made available to employees and certain other persons
Questions and Answers regarding the Alternative Proposal and sent a letter to employees regarding the Alternative Proposal, copies of which are filed as Exhibits 99.2 and 99.3 hereto, respectively, and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not
applicable.
(c) Not applicable.
(d) Exhibits.
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| Exhibit No. |
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Description |
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| 99.1 |
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Press Release dated June 3, 2014 |
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| 99.2 |
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Questions & Answers Regarding Alternative Proposal for the Acquisition of R. G. Barry Corporation dated June 3, 2014 |
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| 99.3 |
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Letter to Employees of R. G. Barry Corporation dated June 3, 2014 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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R. G. BARRY CORPORATION |
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| June 3, 2014 |
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By: |
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/s/ Jose G. Ibarra |
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Jose G. Ibarra |
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Sr. Vice President-Finance & CFO |
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EXHIBIT INDEX
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| Exhibit No. |
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Description |
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| 99.1 |
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Press Release dated June 3, 2014 |
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| 99.2 |
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Questions & Answers Regarding Alternative Proposal for the Acquisition of R. G. Barry Corporation dated June 3, 2014 |
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| 99.3 |
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Letter to Employees of R. G. Barry Corporation dated June 3, 2014 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
R. G. BARRY
CORPORATION ANNOUNCES END OF “GO-SHOP” PERIOD
AND DESIGNATION OF AN EXCLUDED PARTY
PICKERINGTON, Ohio, Tuesday, June 3, 2014—Accessories marketer R. G. Barry Corporation (NASDAQ: DFZ) (“R. G. Barry” or the
“Company”), today announced the expiration on May 31, 2014 of the 30-day “go-shop” period provided for under the terms of the previously announced Agreement and Plan of Merger (the “Merger Agreement”) between the
Company and affiliates of Mill Road Capital, a private equity firm, and also announced that it has received an alternative acquisition proposal from a third party to acquire all of the outstanding common shares of the Company (the “Alternative
Proposal”).
During the “go-shop” period, representatives of Peter J. Solomon Company L.P. (“PJSC”), financial advisor to the
Company’s Board of Directors (the “Board”), contacted a total of 31 potential acquirers, comprised of 10 strategic parties and 21 financial parties that R. G. Barry and PJSC believed might be interested in a possible alternative
transaction to the merger with an affiliate of Mill Road Capital. As a result of these efforts, R. G. Barry received the Alternative Proposal.
After
consulting with its financial and legal advisors, the Board has determined, pursuant to Section 5.2 of the Merger Agreement, that the Alternative Proposal could reasonably be expected to result in a “Superior Proposal” (as defined in
the Merger Agreement), and also has determined that the third party that submitted the Alternative Proposal is an “Excluded Party” (as defined in the Merger Agreement). By determining that the third party who submitted the Alternative
Proposal is an Excluded Party, the Company is permitted, subject to compliance with the provisions of the Merger Agreement, to continue to furnish information to, and engage in further discussions and negotiations with, such party. The Merger
Agreement sets forth requirements and limitations with respect to the Board’s process in addressing the Alternative Proposal.
The Board has not
determined that the Alternative Proposal constitutes a Superior Proposal under the Merger Agreement. The Alternative Proposal is subject to several conditions, including completion of due diligence and the negotiation of mutually acceptable
definitive agreements. Accordingly, there can be no assurance that the Alternative Proposal will ultimately result in a Superior Proposal (or the timing thereof) because discussions and negotiations with the Excluded Party could terminate at any
time.
The Board has not changed its recommendation that the Company’s shareholders vote to adopt the Merger Agreement with Mill Road Capital.
PJSC is serving as financial advisor and Vorys, Sater, Seymour and Pease LLP is serving as legal advisor to the Board in connection with the pending merger
and the Alternative Proposal.
About R. G. Barry
R. G. Barry creates and markets great accessories brands and fashionable, solution-oriented products that make life better. Our primary brands include:
Dearfoams slippers dearfoams.com; baggallini handbags, totes and travel accessories baggallini.com; and Foot Petals premium insoles and comfort products footpetals.com. To learn more, visit us at rgbarry.com.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed merger of the Company with an affiliate of Mill Road Capital. In
connection with the proposed merger, the Company intends to file a preliminary and definitive proxy statement and other relevant materials with the Securities and Exchange Commission (“SEC”). The definitive proxy statement will be sent or
given to the shareholders of the Company and will contain important information about the Company, the proposed merger and related matters. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THOSE OTHER MATERIALS CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY ARE AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER. The proxy statement and other relevant materials (when they become available), and any other documents
filed by R. G. Barry with the SEC, may be obtained, without charge, from the SEC’s website (www.sec.gov) or, without charge, from R. G. Barry by mail or online from the R. G. Barry website at the Investor Relations section of www.rgbarry.com.
Participants in the Solicitation
R. G. Barry
and its executive officers and directors may be deemed to be participants in the solicitation of proxies from R. G. Barry shareholders with respect to the proposed merger. Information regarding any interests that the executive officers and directors
of R. G. Barry may have in the transaction will be set forth in the preliminary and definitive proxy statements described above to be filed with the SEC.
Cautionary Statement Concerning Forward Looking Safe Harbor Statements
Statements in this press release that are not descriptions of historical facts may be “forward-looking” statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements may be identified by the use of words such as
“may”, “will”, “expect”, “plan”, “anticipate”, “believe”, or “project”, or the negative of those words or other comparable words. Any forward-looking statements included in
this communication are made as of the date hereof only, based on information available to R. G. Barry as of the date hereof, and subject to applicable law to the contrary. R. G. Barry undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause R. G. Barry’s actual results to differ
materially from those suggested by the projected information in such forward-looking statements. Such risks and uncertainties include, among others: any conditions imposed on the parties in connection with the consummation of the merger
transactions described herein; adoption of the merger agreement by R. G. Barry’s shareholders (or the failure to obtain such adoption); the ability to obtain regulatory approvals of the merger and the other transactions contemplated by the
merger agreement on the proposed terms and schedule; R. G. Barry’s ability to maintain
relationships with customers, employees or suppliers following the announcement of the merger agreement and the transactions contemplated thereby; the ability of third parties to fulfill their
obligations relating to the proposed transactions, including providing financing under current financial market conditions; the ability of the parties to satisfy the conditions to closing of the proposed transactions; the risk that the merger and
the other transactions contemplated by the merger agreement may not be completed in the time frame expected by the parties or at all; the continued availability or viability of the Alternative Proposal; general industry and economic conditions; and
the risks that are described from time to time in R. G. Barry’s reports filed with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended June 29, 2013, filed with the Securities and
Exchange Commission on September 11, 2013, in other of R. G. Barry’s filings with the Securities and Exchange Commission from time to time, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not
to place undue reliance on the forward-looking statements. The Company has no obligation to update the forward-looking statements.
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| Contact: |
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Roy Youst, RG Barry Investor Relations |
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ryoust@rgbarry.com |
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614.729.7275 |
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José G. Ibarra, Senior VP Finance/CFO |
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jibarra@rgbarry.com |
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614.864.6400 |
Exhibit 99.2
Questions & Answers
Alternative Proposal for the Acquisition of R.G. Barry Corporation
June 3, 2014
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Why isn’t R.G. Barry disclosing the identity of the party that made the alternative proposal or the proposed price? |
Our discussions regarding the alternative proposal are at a very early and preliminary stage. It is too early to predict whether the
alternative proposal will result in a superior proposal, as such term is defined in the merger agreement. Given the uncertainty surrounding the alternative proposal, the Company has concluded that it would be premature to announce the identity of
the party that made the alternative proposal or the proposed price.
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Is the alternative proposal superior to the terms of the merger contemplated by the merger agreement with Mill Road Capital? |
The Board has not determined that the alternative proposal is a superior proposal. That determination is required to be based on a number of
factors, of which price is only one factor, although a very important one. The alternative proposal also is subject to several conditions, including completion of due diligence and the negotiation of mutually acceptable definitive agreements.
Accordingly, it cannot be determined at this time when or if the alternative proposal will ultimately result in a superior proposal. In fact, our discussions and negotiations with the party that made the alternative proposal could terminate at any
time.
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Is the Board still recommending that shareholders adopt the merger agreement with Mill Road Capital? |
Yes.
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Does the Company still plan to hold a special meeting of shareholders to vote on the adoption of the merger agreement with Mill Road Capital? |
Yes. The Company is currently working to finalize the preliminary proxy statement for the special meeting.
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Does this mean that the closing of the merger with Mill Road Capital will be delayed? |
The merger agreement with Mill Road Capital provides for an outside closing date of October 1, 2014, although we currently contemplate
that the closing of the merger will occur in the third calendar quarter of this year. The impact, if any, of the alternative proposal on the timing of any closing of the merger with Mill Road Capital cannot be determined at this time.
| 6. |
If the Company accepts the alternative proposal and terminates the Mill Road Capital merger agreement, would the Company have to pay a termination fee to Mill Road Capital? |
The merger agreement contains certain termination rights for both us and Mill Road Capital. If the merger agreement is terminated specifically
because of our acceptance of a superior proposal, we would be obligated to pay Mill Road Capital a termination fee of $5.0 million.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed merger of the Company with an affiliate of Mill Road Capital. In
connection with the proposed merger, the Company intends to file a preliminary and definitive proxy statement and other relevant materials with the Securities and Exchange Commission (“SEC”). The definitive proxy statement will be sent or
given to the shareholders of the Company and will contain important information about the Company, the proposed merger and related matters. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THOSE OTHER MATERIALS CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY ARE AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER. The proxy statement and other relevant materials (when they become available), and any other documents
filed by R. G. Barry with the SEC, may be obtained, without charge, from the SEC’s website (www.sec.gov) or, without charge, from R. G. Barry by mail or online from the R. G. Barry website at the Investor Relations section of www.rgbarry.com.
Participants in the Solicitation
R. G. Barry
and its executive officers and directors may be deemed to be participants in the solicitation of proxies from R. G. Barry shareholders with respect to the proposed merger. Information regarding any interests that the executive officers and directors
of R. G. Barry may have in the transaction will be set forth in the preliminary and definitive proxy statements described above to be filed with the SEC.
Cautionary Statement Concerning Forward Looking Safe Harbor Statements
Statements in this press release that are not descriptions of historical facts may be “forward-looking” statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements may be identified by the use of words such as
“may”, “will”, “expect”, “plan”, “anticipate”, “believe”, or “project”, or the negative of those words or other comparable words. Any forward-looking statements included in
this communication are made as of the date hereof only, based on information available to R. G. Barry as of the date hereof, and subject to applicable law to the contrary. R. G. Barry undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause R. G. Barry’s actual results to differ
materially from those suggested by the projected information in such forward-looking statements. Such risks and uncertainties include, among others: any conditions imposed on the parties in connection with the consummation of the merger
transactions described herein; adoption of the merger agreement by R. G. Barry’s shareholders (or the failure to obtain such adoption); the ability to obtain regulatory approvals of the merger and the other transactions contemplated by
the merger agreement on the proposed terms and schedule; R. G. Barry’s ability to maintain relationships with customers, employees or suppliers following the announcement of the merger
agreement and the transactions contemplated thereby; the ability of third parties to fulfill their obligations relating to the proposed transactions, including providing financing under current financial market conditions; the ability of the parties
to satisfy the conditions to closing of the proposed transactions; the risk that the merger and the other transactions contemplated by the merger agreement may not be completed in the time frame expected by the parties or at all; the continued
availability or viability of the Alternative Proposal; general industry and economic conditions; and the risks that are described from time to time in R. G. Barry’s reports filed with the Securities and Exchange Commission, including the Annual
Report on Form 10-K for the fiscal year ended June 29, 2013, filed with the Securities and Exchange Commission on September 11, 2013, in other of R. G. Barry’s filings with the Securities and Exchange Commission from time to time,
including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on the forward-looking statements. The Company has no obligation to update the forward-looking statements.
Exhibit 99.3
June 3, 2014
Dear Team:
Today we issued the attached press release regarding the receipt of an alternative acquisition proposal from a third party.
Our discussions regarding the alternative proposal are at a very early and preliminary stage and it’s too early to predict whether the alternative
proposal will result in a superior proposal, as the term is defined in the merger agreement. Given the uncertainty surrounding the alternative proposal, we have concluded that it would be premature to announce the identity of the party that made the
alternative proposal or the proposed price.
A list of Questions and Answers is also attached to assist those of you who interface with customers,
vendors, or suppliers who may have questions. These documents will also be available on our corporate website www.rgbarry.com under News Releases.
In the meantime, we appreciate your support and ask that you continue to focus on your job and responsibilities and to conduct business as usual.
Greg Tunney
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed merger of the Company with an affiliate of Mill Road
Capital. In connection with the proposed merger, the Company intends to file a preliminary and definitive proxy statement and other relevant materials with the Securities and Exchange Commission (“SEC”). The definitive proxy statement will
be sent or given to the shareholders of the Company and will contain important information about the Company, the proposed merger and related matters. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THOSE OTHER MATERIALS CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY ARE AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER. The proxy statement and other relevant materials (when they become available), and any
other documents filed by R. G. Barry with the SEC, may be obtained, without charge, from the SEC’s website (www.sec.gov) or, without charge, from R. G. Barry by mail or online from the R. G. Barry website at the Investor Relations section of
www.rgbarry.com.
Participants in the Solicitation
R. G. Barry and its executive officers and directors may be deemed to be participants in the solicitation of proxies from R. G. Barry shareholders with respect
to the proposed merger. Information regarding any interests that the executive officers and directors of R. G. Barry may have in the transaction will be set forth in the preliminary and definitive proxy statements described above to be filed with
the SEC.
Cautionary Statement Concerning Forward Looking Safe Harbor Statements
Statements in this press release that are not descriptions of historical facts may be “forward-looking” statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements may be identified by the use of words such as
“may”, “will”, “expect”, “plan”, “anticipate”, “believe”, or “project”, or the negative of those words or other comparable words. Any forward-looking statements included in
this communication are made as of the date hereof only, based on information available to R. G. Barry as of the date hereof, and subject to applicable law to the contrary. R. G. Barry undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause R. G. Barry’s actual results to differ
materially from those suggested by the projected information in such forward-looking statements. Such risks and uncertainties include, among others: any conditions imposed on the parties in connection with the consummation of the merger
transactions described herein; adoption of the merger agreement by R. G. Barry’s shareholders (or the failure to obtain such adoption); the ability to obtain regulatory approvals of the merger and the other transactions contemplated by the
merger agreement on the proposed terms and schedule; R. G. Barry’s ability to maintain relationships with customers, employees or suppliers following the announcement of the merger agreement and the transactions contemplated thereby; the
ability of third parties to fulfill their obligations relating to the proposed transactions, including providing financing under current financial market conditions; the ability of the parties to satisfy the conditions to closing of the proposed
transactions; the risk that the merger and the other transactions contemplated by the merger agreement may not be completed in the time frame expected by the parties or at all; the continued availability or viability of the Alternative Proposal;
general industry and economic conditions; and the risks that are described from time to time in R. G. Barry’s reports filed with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended
June 29, 2013, filed with the Securities and Exchange Commission on September 11, 2013, in other of R. G. Barry’s filings with the Securities and Exchange Commission from time to time, including Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on the forward-looking statements. The Company has no obligation to update the forward-looking statements.
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