Schedule 13D

-----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, QXl60Sj9PJIGEH5EPE1ODJcLabAETssOx3QWwlL8K09z2286ABn/NDKWFYR31dNl dBrxdiVCkl5BV9KNHCPyDw== 0001193125-09-014323.txt : 20090129 0001193125-09-014323.hdr.sgml : 20090129 20090129172118 ACCESSION NUMBER: 0001193125-09-014323 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20090129 DATE AS OF CHANGE: 20090129 GROUP MEMBERS: CHARLES M. B. GOLDMAN GROUP MEMBERS: MILL ROAD CAPITAL GP LLC GROUP MEMBERS: SCOTT P. SCHARFMAN GROUP MEMBERS: THOMAS E. LYNCH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BARRY R G CORP /OH/ CENTRAL INDEX KEY: 0000749872 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 314362899 STATE OF INCORPORATION: OH FISCAL YEAR END: 0701 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-35378 FILM NUMBER: 09555285 BUSINESS ADDRESS: STREET 1: 13405 YARMOUTH RD NW CITY: PICKERINGTON STATE: OH ZIP: 43147 BUSINESS PHONE: 6148646400 MAIL ADDRESS: STREET 1: 13405 YARMOUTH RD NW CITY: PICKERINGTON STATE: OH ZIP: 43147 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mill Road Capital, L.P. CENTRAL INDEX KEY: 0001435260 IRS NUMBER: 205432103 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: TWO SOUND VIEW DRIVE STREET 2: SUITE 300 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: TWO SOUND VIEW DRIVE STREET 2: SUITE 300 CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D


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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

(Name of Issuer)

Common Stock, par value $1 per share

(Title of Class of Securities)

068798107

(CUSIP Number)

Mill Road Capital, L.P.

Attn: Thomas E. Lynch

Two Sound View Drive

Suite 300

Greenwich, CT 06830

203-987-3501

With a copy to:

Peter M. Rosenblum, Esq.

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

617-832-1151

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 27, 2009

(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. ¨

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 sent.

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. 068798107		13D		Page 2 of 12 Pages


1.	Names of Reporting Persons. Thomas E. Lynch
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization USA


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		8. Shared Voting Power 528,936
		9. Sole Dispositive Power
		10. Shared Dispositive Power 528,936


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 528,936
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 5.0%
14.	Type of Reporting Person (See Instructions) IN; HC


CUSIP No. 068798107		13D		Page 3 of 12 Pages


1.	Names of Reporting Persons. Charles M. B. Goldman
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization USA


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		8. Shared Voting Power 528,936
		9. Sole Dispositive Power
		10. Shared Dispositive Power 528,936


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 528,936
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 5.0%
14.	Type of Reporting Person (See Instructions) IN; HC


CUSIP No. 068798107		13D		Page 4 of 12 Pages


1.	Names of Reporting Persons. Scott P. Scharfman
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization USA


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		8. Shared Voting Power 528,936
		9. Sole Dispositive Power
		10. Shared Dispositive Power 528,936


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 528,936
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 5.0%
14.	Type of Reporting Person (See Instructions) IN; HC


CUSIP No. 068798107		13D		Page 5 of 12 Pages


1.	Names of Reporting Persons Mill Road Capital GP LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power 528,936
		8. Shared Voting Power
		9. Sole Dispositive Power 528,936
		10. Shared Dispositive Power


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 528,936
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 5.0%
14.	Type of Reporting Person (See Instructions) OO; HC


CUSIP No. 068798107		13D		Page 6 of 12 Pages


1.	Names of Reporting Persons. Mill Road Capital, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power 528,936
		8. Shared Voting Power
		9. Sole Dispositive Power 528,936
		10. Shared Dispositive Power


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 528,936
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 5.0%
14.	Type of Reporting Person (See Instructions) PN


CUSIP No. 068798107				Page 7 of 12 Pages

Item 1.

Security and Issuer

This joint statement on Schedule 13D relates to the common stock, par value $1 per share (the “Common Stock”), of R.G. Barry Corporation, an Ohio corporation (the “Issuer” or the “Company”). The address of the Issuer’s principal executive offices is 13405 Yarmouth Road N.W., Pickerington, OH 43147.

Item 2.

Identity and Background

(a) This joint statement on Schedule 13D is being filed by Thomas E. Lynch, Charles M. B. Goldman, Scott P. Scharfman, Mill Road Capital GP LLC, a Delaware limited liability company (the “GP”), and Mill Road Capital, L.P., a Delaware limited partnership (the “Fund”). Each of the foregoing is referred to as a “Reporting Person” and, collectively, as the “Reporting Persons.” Messrs. Lynch, Goldman and Scharfman (each, a “Manager” and, collectively, the “Managers”) are the management committee directors of the GP, which is the sole general partner of the Fund. By virtue of their positions, each of the Managers has shared power to vote and dispose of the shares of Common Stock reported in this joint statement Schedule 13D on behalf of the Fund.

(b) The business address of each of the Managers, and the address of the principal business and the principal office of the GP and the Fund, is Two Sound View Drive, Suite 300, Greenwich, CT 06830.

(c) The principal business of the GP is acting as the sole general partner of the Fund. The principal business of the Fund is investing in securities. The present principal occupation or employment of each Manager is as a management committee director of the GP and of Mill Road Capital Management LLC, a Delaware limited liability company, which provides advisory and administrative services to the GP and is located at Two Sound View Drive, Suite 300, Greenwich, CT 06830.

(d) None of the Managers, the GP and the Fund has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Managers, the GP and the Fund 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) Each Manager is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

The Reporting Persons acquired beneficial ownership of an aggregate of 528,936 shares of Common Stock for $3,374,954.27 using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions.


CUSIP No. 068798107				Page 8 of 12 Pages

Item 4.

Purpose of Transaction

The Reporting Persons acquired shares of the Common Stock based on their belief that the Common Stock represents an attractive investment opportunity. The Reporting Persons further believe that the Issuer would be better able to realize its full value as a private entity. It is the Reporting Persons’ intent to acquire the Company. Accordingly, in a letter dated January 28, 2009, attached hereto as Exhibit 5, the Fund submitted an offer to acquire all outstanding shares of the Issuer that it does not own.

The Reporting Persons intend to review continuously their equity interest in the Issuer. Depending upon their evaluation of the factors described below, one or more of the Reporting Persons may from time to time purchase additional securities of the Issuer, dispose of all or a portion of the securities then held by such Reporting Person, or cease buying or selling such securities; any such additional purchases or sales of securities of the Issuer may be in the open market, in privately negotiated transactions or otherwise. The Reporting Persons may discuss topics, including, but not limited to, the Issuer’s operations, strategy, ownership and capitalization, with the officers, directors and other representatives of the Issuer, as well as the Issuer’s shareholders. The Reporting Persons 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 Fund has previously offered to buy the outstanding shares of the Issuer that it did not own at the time. The factors that the Reporting Persons may consider in evaluating their equity interest in the Issuer’s business include the following: (i) the Issuer’s business and prospects; (ii) the performance of the Common Stock and the availability of the Common Stock for purchase at particular price levels; (iii) the availability and nature of opportunities to dispose of the Reporting Persons’ interests; (iv) general economic conditions; (v) stock market conditions; (vi) other business and investment opportunities available to the Reporting Persons; and (vii) other plans and requirements of the Reporting Persons.

Depending on their assessment of the foregoing factors, the Reporting Persons may, from time to time, modify their present intention as stated in this Item 4.

Except as set forth above, the Reporting Persons do not have at this time any specific plans that would result in (a) the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer; (b) any extraordinary corporate transactions such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) any sale or transfer of a material amount of the assets of the Issuer or of any of its subsidiaries; (d) any change in the present management or Board of Directors of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Issuer’s Board of Directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter or by-laws that may impede the acquisition of control of the Issuer by any person; (h) the Issuer’s Common Stock being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system or a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above.


CUSIP No. 068798107				Page 9 of 12 Pages

Item 5.

Interest in Securities of the Issuer

(a) In the aggregate, the Reporting Persons beneficially own, as of January 28, 2009, 528,936 shares of the Common Stock, representing approximately 5.0% of such class of securities. The Fund, the GP, as the sole general partner of the Fund, and each Manager, as a management committee director of the GP, each beneficially owns, as of January 28, 2009, 528,936 shares of the Common Stock, representing approximately 5.0% of such class of securities. These percentages of beneficial ownership are based on a total of 10,570,924 shares of the Common Stock outstanding as of October 29, 2008, as reported in the most recent quarterly report of the Issuer on Form 10-Q for the fiscal quarter ended September 27, 2008.

(b) By virtue of their positions as management committee directors of the GP, each of the Managers has the shared authority to vote and dispose of the shares of Common Stock reported in this joint statement Schedule 13D on behalf of the Fund.

(c) No Reporting Person, other than the Fund as set forth in the table below, effected any transaction in shares of the Common Stock from November 28, 2008 (the date 60 days prior to the event which requires the filing of this statement) to January 28, 2009:


Date of Purchase / Sale	Shares Purchased / (Sold) (#)	Avg. Purchase / Sale Price per Share ($)
12/24/2008	9,064	$	4.8600
1/13/2009	14,300	$	5.1120
1/14/2009	10,000	$	5.0700
1/16/2009	6,763	$	5.0300
1/20/2009	5,000	$	5.0300
1/21/2009	1,100	$	5.0900
1/22/2009	100	$	5.0500
1/23/2009	5,500	$	5.0502
1/26/2009	31,900	$	5.0108
1/27/2009	5,100	$	5.0004

Each of the above listed transactions was conducted in the ordinary course of business on the open market for cash. Purchases and sales have been aggregated daily, and purchase and sale prices do not reflect brokerage commissions paid.

(d) No person other than the Reporting Persons 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 shares of the Common Stock.

(e) Not applicable.


CUSIP No. 068798107				Page 10 of 12 Pages

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as otherwise described in this Schedule 13D, including the Exhibits attached hereto, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the Reporting Persons, or between any Reporting Person(s) and any third party, with respect to any securities of the Issuer, including, but not limited to, those involving the transfer or voting any of the securities, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.

Material to be Filed as Exhibits


Exhibit 1		Joint Filing Agreement by and among Thomas E. Lynch, Charles M. B. Goldman, Scott P. Scharfman, Mill Road Capital GP LLC and Mill Road Capital, L.P. dated as of January 28, 2009.

Exhibit 2		Confirming Statement of Thomas E. Lynch dated January 28, 2009.

Exhibit 3		Confirming Statement of Charles M. B. Goldman dated January 28, 2009.

Exhibit 4		Confirming Statement of Scott P. Scharfman dated January 28, 2009.

Exhibit 5		Letter from Mill Road Capital, L.P. to R.G. Barry Corporation dated January 28, 2009.

[signature pages follow]


CUSIP No. 068798107				Page 11 of 12 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: January 29, 2009

MILL ROAD CAPITAL, L.P.

By:		Mill Road Capital GP LLC,
		its General Partner

By:		/s/ Thomas E. Lynch
		Thomas E. Lynch
		Management Committee Director and Chairman

MILL ROAD CAPITAL GP LLC

By:		/s/ Thomas E. Lynch
		Thomas E. Lynch
		Management Committee Director and Chairman


CUSIP No. 068798107				Page 12 of 12 Pages

THOMAS E. LYNCH

/s/ Thomas E. Lynch

Thomas E. Lynch

CHARLES M. B. GOLDMAN

/s/ Charles M. B. Goldman

Charles M. B. Goldman

SCOTT P. SCHARFMAN

/s/ Scott P. Scharfman

Scott P. Scharfman

EX-1 2 dex1.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 1


CUSIP No. 068798107				Page 1 of 2 Pages

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of January 29, 2009, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock of R.G. Barry Corporation, an Ohio corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.


MILL ROAD CAPITAL, L.P.

By:		Mill Road Capital GP LLC,
		its General Partner

By:		/s/ Thomas E. Lynch
		Thomas E. Lynch
		Management Committee Director and Chairman

MILL ROAD CAPITAL GP LLC

By:		/s/ Thomas E. Lynch
		Thomas E. Lynch
		Management Committee Director and Chairman


CUSIP No. 068798107				Page 2 of 2 Pages

THOMAS E. LYNCH

/s/ Thomas E. Lynch

Thomas E. Lynch

CHARLES M. B. GOLDMAN

/s/ Charles M. B. Goldman

Charles M. B. Goldman

SCOTT P. SCHARFMAN

/s/ Scott P. Scharfman

Scott P. Scharfman

EX-2 3 dex2.htm CONFIRMING STATEMENT OF THOMAS E. LYNCH Confirming Statement of Thomas E. Lynch

Exhibit 2


CUSIP No. 068798107		Page 1 of 1 Page

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated Charles M. B. Goldman and Scott P. Scharfman, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of R.G. Barry Corporation, an Ohio corporation. The authority of Charles M. B. Goldman and Scott P. Scharfman under this Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedule 13D with regard to the undersigned’s ownership of or transactions in securities of R.G. Barry Corporation unless earlier revoked in writing. The undersigned acknowledges that Charles M. B. Goldman and Scott P. Scharfman are not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934.


Dated: January 29, 2009				/s/ Thomas E. Lynch
				Thomas E. Lynch

EX-3 4 dex3.htm CONFIRMING STATEMENT OF CHARLES M. B. GOLDMAN Confirming Statement of Charles M. B. Goldman

Exhibit 3


CUSIP No. 068798107		Page 1 of 1 Page

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated Thomas E. Lynch and Scott P. Scharfman, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of R.G. Barry Corporation, an Ohio corporation. The authority of Thomas E. Lynch and Scott P. Scharfman under this Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedule 13D with regard to the undersigned’s ownership of or transactions in securities of R.G. Barry Corporation unless earlier revoked in writing. The undersigned acknowledges that Thomas E. Lynch and Scott P. Scharfman are not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934.


Dated: January 29, 2009				/s/ Charles M. B. Goldman
				Charles M. B. Goldman

EX-4 5 dex4.htm CONFIRMING STATEMENT OF SCOTT P. SCHARFMAN Confirming Statement of Scott P. Scharfman

Exhibit 4


CUSIP No. 068798107		Page 1 of 1 Page

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated Thomas E. Lynch and Charles M. B. Goldman, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of R.G. Barry Corporation, an Ohio corporation. The authority of Thomas E. Lynch and Charles M. B. Goldman under this Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedule 13D with regard to the undersigned’s ownership of or transactions in securities of R.G. Barry Corporation unless earlier revoked in writing. The undersigned acknowledges that Thomas E. Lynch and Charles M. B. Goldman are not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934.


Dated: January 29, 2009				/s/ Scott P. Scharfman
				Scott P. Scharfman

EX-5 6 dex5.htm LETTER FROM MILL ROAD CAPITAL, L.P. TO R.G. BARRY CORPORATION Letter from Mill Road Capital, L.P. to R.G. Barry Corporation

Exhibit 5

January 28, 2009

Board of Directors

R.G. Barry Corporation

13405 Yarmouth Road NW

Pickerington, Ohio 43147

Re:

Offer Letter

Mill Road Capital L.P. (“Mill Road”) has been following R.G. Barry Corporation (“R.G. Barry” or the “Company”) for quite some time. We are highly impressed with the Company, its management team, and its Board of Directors. We currently own approximately 529,000 shares of the Company’s stock and are one of the largest shareholders of the Company.

Despite the Company’s many strengths, we think that the public market does not accord a high valuation to R.G. Barry because it is a small company in a very low growth market. Over the last several years we have seen few investment funds interested in investing in the Company. In fact, we believe the trading volume and market capitalization of R.G. Barry stock is so small that it will continue to preclude significant institutional interest in the Company. We are confident that if R.G. Barry were a private company today, it would be considered too small to “go public” at all. We further believe that by remaining public, R.G. Barry will be subject to continuous pressure to maximize short-term results at the expense of long-term return on invested capital, and will continue to incur regulatory costs and burdens disproportionate to the size of the Company. We think the terrific team at R.G. Barry will be better able to realize the Company’s full potential as a private entity.

Accordingly, Mill Road is pleased to submit this offer to acquire all the shares of the Company’s stock it does not currently own at a cash price of $7.00 to $7.75 per share. This represents a robust premium of 40% to 55% over the closing price of $4.99 as of January 27, 2009. Mill Road requires no outside financing to consummate a transaction and hence this offer contains no financing contingency. Due to our knowledge of the company, we believe the period required to complete our business, financial and legal due diligence should be brief and we are prepared to begin this period immediately.

Mill Road Capital is a Greenwich, Connecticut based investment firm focused exclusively on friendly investments in small publicly-traded companies. We manage capital for a prominent and highly respected group of limited partners including state pension funds, foundations, endowments and insurance companies. The investment professionals of Mill Road are largely former Blackstone Group professionals and we believe our experience enables us to complete transactions expeditiously.

You may contact me directly at (203) 987-3504. I look forward to discussing our proposal at your earliest convenience.


Sincerely,

Mill Road Capital L.P.

By:		Mill Road Capital GP LLC
		Its General Partner

By:		/s/ Scott Scharfman
		Scott Scharfman
		Managing Director

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