0000950123-05-002482.txt : 20120628
0000950123-05-002482.hdr.sgml : 20120628
20050301160845
ACCESSION NUMBER: 0000950123-05-002482
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050301
DATE AS OF CHANGE: 20050301
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: RUSSELL BERRIE FOUNDATION
CENTRAL INDEX KEY: 0001213038
IRS NUMBER: 222620908
STATE OF INCORPORATION: NJ
FISCAL YEAR END: 1031
FILING VALUES:
FORM TYPE: SC 13D/A
MAIL ADDRESS:
STREET 1: 111 BAUER DR
CITY: OAKLAND
STATE: CA
ZIP: 07436
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: 05650379
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
SC 13D/A
1
y06335sc13dza.txt
AMENDMENT NO. 4 TO SCHEDULE 13D
Page 1 of 7 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Russ Berrie and Company, Inc.
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(Name of Issuer)
Common Stock, $0.10 stated value
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(Title of Class of Securities)
782233 10 0
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(CUSIP Number)
Joel I. Greenberg, Esq.
Kaye Scholer LLP, 425 Park Avenue, New York, NY 10022
(212) 836-8000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 3, 2005
--------------------------------------------------------------------------------
(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 ss.ss.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 Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
-------------------------------
* 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).
--------------------------------------------------------------------------------
CUSIP No. 782233 10 0 13D Page 2 of 7 Pages
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
The Russell Berrie Foundation, a New Jersey Nonprofit Corporation
(TIN 22-2620908)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New Jersey
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NUMBER OF 7 SOLE VOTING POWER
SHARES 4,349,669 Common Shares
--------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
--------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,349,669 Common Shares
--------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,349,669 Common Shares
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
20.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
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Page 3 of 7 Pages
AMENDMENT NO. 4 TO SCHEDULE 13D
The Statement on Schedule 13D relating to the common stock, $0.10 stated
value per share ("Common Shares") of Russ Berrie and Company, Inc., a New Jersey
corporation (the "Company"), filed on January 6, 2003 (the "Original 13D"), as
amended by Amendment No. 1 to the Statement on Schedule 13D, filed on July 15,
2003, Amendment No. 2 to the Statement on Schedule 13D, filed on May 4, 2004 and
Amendment No. 3 to the Statement on Schedule 13D, filed on October 27, 2004 (the
Original 13D as so amended, the "Schedule 13D"), is hereby further amended as
follows. The purpose of this Amendment No. 4 is to reflect the disposition by
gift of beneficial ownership of more than 1% of the outstanding Common Shares by
the Foundation since the filing of Amendment No. 3 to the Statement on Schedule
13D.
ITEM 2. IDENTITY AND BACKGROUND
The second sentence under the caption "(a)" of Item 2 is hereby deleted
and replaced with the following:
"Ms. Berrie and Messrs. Scott Berrie, Kaufthal, Rosner and Seiden also
serve as President, Vice President, Vice President, Secretary and
Treasurer of the Foundation, respectively."
The first sentence of the fifth paragraph under caption "(b) - (c)" of
Item 2 is hereby deleted and replaced with the following:
"Mr. Rosner is Of Counsel to the law firm of Wilentz, Goldman &
Spitzer P.A."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby deleted in its entirety and replaced with the
following:
"(a) Aggregate amount and percentage of class beneficially owned by:
(i) The Russell Berrie Foundation, a New Jersey Nonprofit
Corporation -- 4,349,669 Common Shares; 20.9%
(ii) Angelica Urra Berrie - 4,634,234 Common Shares; 22.3%
(iii) Scott Berrie - 36,808 Common Shares; 0.18%
(iv) Ilan Kaufthal - 4,630,451 Common Shares; 22.2%
(v) Norman Seiden - 2,771,988 Common Shares; 13.3%
(vi) Myron Rosner - 4,627,958 Common Shares; 22.2%
Percentage beneficial ownership is calculated based on 20,823,717
Common Shares outstanding at November 2, 2004, as reported in the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2004 filed with the Securities and Exchange
Commission on November 9, 2004.
Page 4 of 7 Pages
With respect to Ms. Berrie, and Messrs. Kaufthal, Seiden, Rosner
and Scott Berrie, the share holdings disclosed herein do not
include the Common Shares beneficially owned by the Foundation.
The foregoing individuals disclaim beneficial ownership of the
Common Shares beneficially owned by the Foundation.
With respect to Scott Berrie, the share holdings disclosed herein
include the 22,000 Common Shares beneficially owned by his wife.
With respect to Ms. Berrie and Messrs. Kaufthal and Rosner, each
of whom is an executor of the Estate of Mr. Russell Berrie, the
share holdings disclosed hereunder for each of them include the
1,852,463 Common Shares held by the Estate of Mr. Russell Berrie.
With respect to Ms. Berrie, and Messrs. Kaufthal, Seiden and
Rosner, the share holdings disclosed hereunder for each of them
include the 2,771,988 Common Shares held by The Russell Berrie
2002A Trust, of which each of the foregoing, among others, is a
trustee.
(b)* (i) The Russell Berrie Foundation, a New Jersey Nonprofit
Corporation, has:
(1) Sole power to vote or to direct the vote:
4,349,669 Common Shares
(2) Sole power to dispose or to direct the disposition
of:
4,349,669 Common Shares
(ii) Angelica Urra Berrie has:
(1) Sole power to vote or to direct the vote:
9,783 Common Shares
(2) Shared power to vote or to direct the vote:
4,624,451 Common Shares
(3) Sole power to dispose or to direct the disposition
of:
9,783 Common Shares
(4) Shared Power to dispose or to direct the disposition
of:
4,624,451 Common Shares
Page 5 of 7 Pages
(iii) Scott Berrie has:
(1) Sole power to vote or to direct the vote:
14,808 Common Shares
(2) Shared power to vote or to direct the vote:
22,000 Common Shares
(3) Sole power to dispose or to direct the disposition
of:
14,808 Common Shares
(4) Shared power to dispose or to direct the disposition
of:
22,000 Common Shares
(iv) Ilan Kaufthal has:
(1) Sole power to vote or to direct the vote:
6,000 Common Shares
(2) Shared power to vote or to direct the vote:
4,624,451 Common Shares
(3) Sole power to dispose or to direct the disposition
of:
6,000 Common Shares
(4) Shared Power to dispose or to direct the disposition
of:
4,624,451 Common Shares
(v) Norman Seiden has:
(1) Shared power to vote or to direct the vote:
2,771,988 Common Shares
(2) Shared Power to dispose or to direct the disposition
of:
2,771,988 Common Shares
(vi) Myron Rosner has:
(1) Sole power to vote or to direct the vote:
2,757 Common Shares
(2) Shared power to vote or to direct the vote:
4,625,201 Common Shares
(3) Sole power to dispose or to direct the disposition
of:
2,757 Common Shares
(4) Shared Power to dispose or to direct the disposition
of:
4,625,201 Common Shares
Page 6 of 7 Pages
* With respect to the Common Shares that Mr. Rosner holds as joint tenant
with his spouse, Liesa Rosner, her business address is 155 Leroy Street,
Tenafly, New Jersey 07670. Liesa Rosner is employed as a social worker
with the Tenafly Board of Education, whose address is 500 Tenafly Road,
Administration Building, Tenafly, NJ 07670, and she is a citizen of the
United States. Mrs. Rosner has not been convicted of any of the offenses
set forth in paragraph (d) of Item 2 of Schedule 13D, nor has she been
party to any proceeding described in paragraph (e) of Item 2 of Schedule
13D, in each case during the last five years. With respect to the Common
Shares that Mr. Scott Berrie shares voting and dispositive power with his
spouse, Patricia Willens, her business address is One Centre Street, 24th
Floor, New York, NY 10007, where she is employed as a journalist with
WNYC Radio, and she is a citizen of the United States. Ms. Willens has
not been convicted of any of the offenses set forth in paragraph (d) of
Item 2 of Schedule 13D, nor has she been party to any proceeding
described in paragraph (e) of Item 2 of Schedule 13D, in each case during
the last five years. With respect to all other individuals with whom
persons named in response to this paragraph (b) share voting and
dispositive power over Common Shares ((i) Ms. Berrie, Mr. Kaufthal and
Mr. Rosner as co-executors of the Estate of Mr. Russell Berrie and (ii)
Ms. Berrie and Messrs. Weston, Benaroya, Kaufthal, Seiden and Rosner as
co-trustees with respect to the 2002A Trust), the information required by
Item 2 of Schedule 13D can be found herein under Item 2 with respect to
Ms. Berrie and Messrs. Rosner, Kaufthal and Seiden. Mr. Weston serves as
Honorary Chairman (having retired from the board of directors in 2004) of
Automatic Data Processing, Inc., a computerized transaction processing,
data communication and information services company. The corporation's
(and Mr. Weston's) business address is One ADP Boulevard, Roseland, NJ
07068. Mr. Benaroya is Chairman of the Board, President and Chief
Executive Officer of United Retail Group, Inc., which operates a chain of
retail specialty stores. The corporation's (and Mr. Benaroya's) business
address is 365 West Passaic Street, Rochelle Park, NJ 07662. Each of
Messrs. Weston and Benaroya are citizens of the United States. Neither
Mr. Weston nor Mr. Benaroya has been convicted of any of the offenses set
forth in paragraph (d) of Item 2 of Schedule 13D, nor has either of them
been party to any proceeding described in paragraph (e) of Item 2 of
Schedule 13D, in each case during the last five years.
(c) (i) (1) On January 11, 2005, the Foundation transferred
44,248 Common Shares as a charitable contribution.
(2) On February 3, 2005, the Foundation transferred
213,584 Common Shares as a charitable contribution.
(3) On February 3, 2005, the Foundation transferred
21,359 Common Shares as a charitable contribution.
(4) On February 3, 2005, the Foundation transferred
14,951 Common Shares as a charitable contribution.
(5) On February 8, 2005, Mr. Scott Berrie transferred
211 Common Shares as a charitable contribution.
(ii) In the past sixty days, none of Ms. Berrie or Messrs.
Kaufthal, Rosner or Seiden has effected any transactions
in Common Shares.
(d) Except as described in the Original 13D, as amended, and except as
to 750 Common Shares that Mr. Rosner holds as joint tenant with his
spouse, and 22,000 Common Shares held by the spouse of Mr. Scott
Berrie, Patricia Willens, no other 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, any securities covered
hereby.
(e) Not applicable."
Page 7 of 7 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: March 1, 2005
THE RUSSELL BERRIE FOUNDATION,
A NEW JERSEY NONPROFIT CORPORATION
By: /s/ Myron Rosner
--------------------------
Name: Myron Rosner
Title: Secretary