-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vapo+vS5qCozq29lSxsGvCZmZxh1jlabiTevUYhs+gz/bYk7zMsNqdSpazsBaHJR 8p4trP1cKEWS5fZRbrgrsA== 0000950123-02-002599.txt : 20020415 0000950123-02-002599.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950123-02-002599 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020318 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RUSS BERRIE & CO INC CENTRAL INDEX KEY: 0000739878 STANDARD INDUSTRIAL CLASSIFICATION: DOLLS & STUFFED TOYS [3942] IRS NUMBER: 221815337 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35778 FILM NUMBER: 02577547 BUSINESS ADDRESS: STREET 1: 111 BAUER DR CITY: OAKLAND STATE: NJ ZIP: 07436 BUSINESS PHONE: 2013379000 MAIL ADDRESS: STREET 2: 111 BAUER DRIVE CITY: OAKLAND STATE: NJ ZIP: 07436 FORMER COMPANY: FORMER CONFORMED NAME: BERRIE RUSS & CO INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROSNER MYRON CENTRAL INDEX KEY: 0000905368 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 90 WOODBRIDGE CENTER DR. STREET 2: SUITE 900 BOX 10 CITY: WOODBRIDGE STATE: NJ ZIP: 07096 MAIL ADDRESS: STREET 1: 90 WOODBRIDGE CENTER DR. STREET 2: SUITE 900 BOX 10 CITY: WOODBRIDGE STATE: NJ ZIP: 07096 SC 13D/A 1 y58642a1sc13da.txt AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13D UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)(1) Russ Berrie and Company, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.10 stated value - -------------------------------------------------------------------------------- (Title of Class of Securities) 782233 10 0 - -------------------------------------------------------------------------------- (CUSIP Number) Joel I. Greenberg, Esq. Kaye Scholer LLP, 425 Park Avenue, New York, New York 10022 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 1, 2002 - -------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) - -------- (1) 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). Page 1 of 6 SCHEDULE 13D CUSIP No. 782233 10 0 PAGE 2 OF 6 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Myron Rosner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA 7 SOLE VOTING POWER 245,539 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 3,718,552 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 245,539 WITH 10 SHARED DISPOSITIVE POWER 3,718,552 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,964,091 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.5% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 6 SCHEDULE 13D The statement on Schedule 13D relating to the common stock, $0.10 stated value per share, of Russ Berrie and Company, Inc., a New Jersey corporation (the "Company"), filed on February 21, 2002 by Myron Rosner (the "Initial Schedule 13D") is hereby amended as follows. Except as otherwise amended, the Initial Schedule 13D remains the same. ITEM 4. PURPOSE OF TRANSACTION Mr. Rosner does not have any plans or proposals which relate to or would result in: (a) other than as set forth in the following sentence, the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of any securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to those enumerated above. Mr. Rosner may, in the future, depending on his assessment of the prospects of the Company and other factors, elect to acquire additional shares of common stock or to dispose of shares of common stock. See also Item 5 below. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a)-(b) Mr. Rosner beneficially owns 3,964,091 shares, which represents 19.5% of the Company's outstanding common stock (based on 20,360,848 shares of common stock outstanding as of March 1, 2002), as follows: (i) 242,782 shares held of record by The Russell Berrie 1996 Annuity Trust, of which Mr. Rosner is a trustee possessing sole voting power Page 3 of 6 and sole dispositive power with respect to the shares held by such trust. (ii) 2,757 shares held in a roll-over IRA plan, of which Mr. Rosner has sole voting power and sole dispositive power with respect to the shares. (iii) 750 shares held by Mr. Rosner as joint tenant with his spouse, with respect to which Mr. Rosner has shared voting power and shared dispositive power. (iv) 2,000,000 shares held of record by The Russell Berrie 2001 Annuity Trust, of which Mr. Rosner is a co-trustee possessing shared voting power and shared dispositive power with respect to the shares held by such trust. (v) 898,348 shares held of record by The Russell Berrie 1999 Trust, of which Mr. Rosner is a co-trustee possessing shared voting power and shared dispositive power with respect to the shares held by such trust. (vi) 503,557 shares held of record by The Russell Berrie 1999 Annuity Trust, of which Mr. Rosner is a co-trustee possessing shared voting power and shared dispositive power with respect to the shares held by such trust. (vii) 126,541 shares held of record by The Leslie Berrie 1993 Trust, of which Mr. Rosner is a co-trustee possessing shared voting power and shared dispositive power with respect to the shares held by such trust. (viii) 189,356 shares held of record by The Russell Berrie 1995 Annuity Trust, of which Mr. Rosner is a co-trustee possessing shared voting power and shared dispositive power with respect to the shares held by such trust. Mr. Rosner disclaims beneficial ownership of the shares set forth in clause (vii). This statement does not include 11,052 shares held beneficially and of record by The Russell Berrie Foundation, a New Jersey Nonprofit Corporation, of which Mr. Rosner is a co-trustee. This statement also does not include 5,305,194 shares held of record by The Russell Berrie 1999 Charitable Remainder Trust. Mr. Rosner is not trustee of, and has no power to revoke, Page 4 of 6 The Russell Berrie 1999 Charitable Remainder Trust, but does have the right to remove the trustee and appoint a successor trustee. (c) The following transaction was effected since filing the Initial Schedule 13D. (i) On March 1, 2002, The Russell Berrie 1999 Annuity Trust, of which Mr. Rosner is a co-trustee, transferred 714,385 shares of common stock of the Company to Russell Berrie. (d) Other than Myron Rosner, Liesa Rosner, Leslie Berrie, Angelica Berrie and Russell Berrie, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares described as included in Item 5(a)-(b). (e) Not applicable. Page 5 of 6 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. March 15, 2002 --------------------------------------- (Date) /s/ Myron Rosner --------------------------------------- (Signature) Myron Rosner --------------------------------------- (Name) Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----