Item 8.01 Other Events.
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.
Exhibit No. Description
99.1 Press Release dated June 3, 2014
99.2 Questions & Answers Regarding Alternative Proposal for the
Acquisition of R. G. Barry Corporation dated June 3, 2014
99.3 Letter to Employees of R. G. Barry Corporation dated June 3, 2014