UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
R & B, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
749124103
(CUSIP Number)
Steven L. Berman
c/o R & B, Inc.
3400 East Walnut Street
Colmar, PA 18915
(215) 997-1800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 12, 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 Sections 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.
* 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 in 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).
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CUSIP NO. 749124103 13D
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1 NAME OF REPORTING PERSONS.
Steven L. Berman
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
2,309,831
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NUMBER OF 8 SHARED VOTING POWER
SHARES
ENEFICIALLY 352,000
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,296,744
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
352,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,831**
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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** Excludes certain shares. See Item 5 below.
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.01 per share (the
"Common Stock"), of R & B, Inc., a Pennsylvania corporation (the "Issuer"). The
address of the Issuer's principal executive offices is 3400 East Walnut Street,
Colmar, Pennsylvania 18915.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by Richard N. Berman (the "Reporting
Person"). The filing of this statement shall not be construed as an admission
that for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), that the Reporting Person is the
beneficial owner of any securities covered by this statement, or that this
schedule is required to be filed by such person or that such person constitutes
a group within the meaning of Section 13(d)(3) of the Exchange Act.
(b) The business address for the Reporting Person is c/o R & B, Inc., 3400
East Walnut Street, Colmar, Pennsylvania 18915.
(c) The Reporting Person is the Chairman of the Board of the Directors,
President and Chief Executive Officer of the Issuer.
(d) During the last five years, the Reporting Person has not been convicted
in a criminal proceeding, excluding traffic violations and similar misdemeanors.
(e) During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) The Reporting Person is a resident of the Commonwealth of Pennsylvania
and a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS AND OTHER CONSIDERATION.
The Reporting Person has used personal funds to purchase the Common Stock
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person has acquired the shares of Common Stock for investment
purposes.
As a director and executive officer of the Issuer, the Reporting Person
will regularly explore potential actions and transactions that may be
advantageous to the Issuer, including possible mergers, acquisitions,
reorganizations or other material changes in the business, corporate structure,
management, policies, governing instruments, securities or regulatory or
reporting obligations of the Issuer.
Except as discussed above in the Reporting Person's capacity as a director
and executive officer of the Issuer, the Reporting Person does not have any
present plans or proposals that relate to or would result in any of the
following:
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(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of the
directors or to fill any existing vacancies of the board;
(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) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions that may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer 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) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Statement, the Reporting Person may be deemed to
be the beneficial owner of 2,661,831 shares of Common Stock, which represents
14.8% of the Issuer's Common Stock based upon 17,932,259 shares outstanding as
of October 31, 2005 as reported in the Issuer's quarterly report on Form 10-Q/A
for the quarterly period ended September 24, 2005. The above amount excludes
4,789,758 shares that may be deemed beneficially owned by the Shareholders (as
defined in Item 6 below) other than the Reporting Person who are parties to the
Shareholders' Agreement (as defined in Item 6 below), as to all of which shares
the Reporting Person disclaims beneficial ownership.
(b) The Reporting Person has sole voting and dispositive power with respect
to 2,296,744 shares of Common Stock beneficially owned by him, which amount
includes: (i) 2,100,558 held by the Reporting Person directly; (ii) 88,000
shares held by the Steven L. Berman 2005 GRAT (the "GRAT"); (iii) 74,586 shares
held by The Steven L. Berman 2004 Charitable Remainder Trust (the "CRUT"); and
(iv) 33,600 shares held by three different trusts, each dated October 27, 2003,
for the benefit of each of the Reporting Person's children (each, a "Trust" and
together, the "Trusts"). The Reporting Person is the trustee for each of the
GRAT, the CRUT and the Trusts, in which capacity he has sole voting and
dispositive power over the shares held.
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The Reporting Person has the right to direct the trustee of the Issuer's
401(k) Plan as to the voting of 13,087 shares of Common Stock held for the
Reporting Person through the 401(k) Plan. The Reporting Person does not have
dispositive power over these shares.
The Reporting Person shares voting and dispositive power with respect to
the following shares of Common Stock: (i) 161,800 shares held by BREP I, a
Pennsylvania limited partnership ("BREP I"); and (ii) 190,200 shares held by
BREP III, a Pennsylvania limited partnership ("BREP III, and together with BREP
I, the "Partnerships"). The general partner of each of the Partnerships is BREP,
Inc., a Pennsylvania corporation. The Reporting Person is a limited partner of
each of the Partnerships and a controlling shareholder of BREP, Inc.
The Reporting Person shares voting and dispositive power with respect to
the shares held by the Partnerships with his brother, Richard N. Berman, who is
also a controlling shareholder of BREP, Inc., and his father, Jordan S. Berman,
who is the President, a director and a shareholder of BREP, Inc. The business
address for each of Richard N.. Berman and Jordan S. Berman is c/o R & B, Inc.,
3400 East Walnut Street, Colmar, Pennsylvania 18915. Richard N. Berman is the
Chairman of the Board of Directors, President and Chief Executive Officer of the
Issuer. Jordan S. Berman is retired. During the last five years, neither Richard
N. Berman nor Jordan S. Berman has been convicted in a criminal proceeding,
excluding traffic violations and similar misdemeanors. During the last five
years, neither Richard N. Berman nor Jordan S. Berman has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. Richard N. Berman and Jordan S. Berman are each residents of the
Commonwealth of Pennsylvania and citizens of the United States of America.
(c) During the sixty (60) days preceding the date of filing of this
Statement, the Reporting Person effected the following transactions: (i) a gift
of 88,000 shares of Common Stock to the GRAT on December 12, 2005; and (ii) a
transfer of 5,614 shares from the CRUT to the Reporting Person as an annuity
payment pursuant to the terms of the CRUT on December 23, 2005.
(d) No other persons, other than the Reporting Person, have the right to
receive or have the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock that the Reporting Person
owns beneficially.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Pursuant to the Amended and Restated Shareholders' Agreement, dated as of
August 1, 2004 (the "Shareholders' Agreement"), among the Reporting Person,
Richard N. Berman, Jordan S. Berman, Marc H. Berman, Fred B. Berman, Deanna
Berman and the additional shareholders named therein (each, a "Shareholder" and
together, the "Shareholders"), except as otherwise provided in the Shareholders'
Agreement with respect to Jordan S. Berman and Deanna Berman, each Shareholder
has granted the others rights of first refusal, exercisable on a pro rata basis
or in such other proportions as the exercising shareholders may agree, to
purchase shares of Common
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Stock of the Issuer which any of them, or upon their deaths their respective
estates, proposes to sell to third parties. The Issuer has agreed with these
Shareholders that, upon their deaths, to the extent that any of their shares are
not purchased by any of these surviving Shareholders and may not be sold without
registration under the 1933 Act, the Issuer will use its best efforts to cause
those shares to be registered under the 1933 Act. The expenses of any such
registration will be borne by the estate of the deceased shareholder. Deanna
Berman is the Reporting Person's mother and the spouse of the Reporting Person's
father, Jordan S. Berman. Richard N. Berman, Marc H. Berman and Fred B. Berman
are the Reporting Person's brothers. The additional Shareholders party to the
Shareholders' Agreement are trusts for which either the Reporting Person,
Richard N. Berman, Marc H. Berman or Fred B. Berman act as trustee for the
benefit of their own children.
The Shareholders, other than the Reporting Person, may be deemed to
beneficially own in the aggregate 4,789,758 shares of Common Stock, which amount
represents 26.7% of the Issuer's Common Stock based upon 17,932,259 shares
outstanding as of October 31, 2005, as to all of which shares the Reporting
Person disclaims beneficial ownership.
Other than as indicated in this Statement, the Reporting Person is not
party to any contract, arrangement, understanding, or relationship (legal or
otherwise) with any person with respect to any securities of the Issuer,
including but not limited to, the transfer or voting of any of the Issuer's
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
(1) Amended and Restated Shareholders' Agreement, dated as of August 1,
2004, by and among Richard Berman, Steven Berman, Jordan Berman, Mark Berman,
Fred Berman, Deanna Berman and the Additional Shareholders named therein.
(Incorporated by reference to Exhibit 4.2 to the Issuer's Annual Report on Form
10-K for the fiscal year ended December 25, 2004, filed with the Securities and
Exchange Commission on March 9, 2005.)
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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.
/s/ Steven L. Berman Date: February 7, 2006
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Steven L. Berman
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EXHIBIT INDEX
Exhibit No. Description
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(1) Amended and Restated Shareholders' Agreement, dated as of August
1, 2004, by and among Richard Berman, Steven Berman, Jordan
Berman, Mark Berman, Fred Berman, Deanna Berman and the Additional
Shareholders named therein. (Incorporated by reference to Exhibit
4.2 to the Issuer's Annual Report on Form 10-K for the fiscal year
ended December 25, 2004, filed with the Securities and Exchange
Commission on March 9, 2005.)
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