Page 1 of 7 Pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 22, 2004
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(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.
(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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7 SOLE VOTING POWER
4,997,212 Common Shares
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 4,997,212 Common Shares
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,997,212 Common Shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
24.1%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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Page 3 of 7 Pages
AMENDMENT NO. 2 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. 1"), is hereby further amended as follows.
ITEM 2. IDENTITY AND BACKGROUND
The first sentence of Item 2 is hereby deleted and replaced
with the following:
"This statement is filed by The Russell Berrie Foundation, a
New Jersey Nonprofit Corporation, a not-for-profit corporation
organized under the laws of the State of New Jersey (the
"Foundation"), with principal offices at Glenpointe Centre
East- 7th Floor, 300 Frank W. Burr Boulevard, Teaneck, New
Jersey 07666."
The second paragraph under caption "(b) - (c)" of Item 2 is
hereby deleted and replaced with the following:
"Mr. Scott Berrie is the Chief Executive Officer of Scojo
Vision, LLC, a producer and seller of non-prescription reading
glasses, located at 180 Varick Street, Suite 1430, New York,
New York 10014."
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The last two sentences of Item 3 of the Original 13D are
hereby deleted and replaced with the following:
" On April 22, 2004, The Russel Berrie 2001 Annuity Trust
(the "Annuity Trust") made a required disposition of 1,772,849
Common Shares to the Estate of Mr. Russell Berrie, in
accordance with the terms of the Trust Agreement governing the
Annuity Trust. With respect to the other Common Shares that
are beneficially owned by the members of the board of trustees
and executive officers of the Foundation, Mr. Scott Berrie
acquired his Common Shares as a distribution from a trust (his
spouse acquired her Common Shares as a gift from Mr. Scott
Berrie); and of the additional Common Shares held by Mr.
Rosner, 2,757 Common shares are held in a roll-over IRA plan,
750 Common Shares are held as joint tenant with his spouse
(over which he has shared voting power and shared dispositive
power), and the remaining Common Shares are held by the
Annuity Trust, of which Mr. Rosner is the sole trustee. All
Common Shares held by Ms. Berrie were acquired through the
exercise of options for cash. All options held by Ms. Berrie
and Mr. Kaufthal were granted pursuant to the Company's
various stock option plans."
ITEM 4. PURPOSE OF TRANSACTION
The words "each, as amended and restated," are hereby inserted
after the words "Bylaws of the Foundation" in the second
sentence of Item 4 of the Original 13D. The parenthetical in
the third sentence of Item 4 Original 13D is hereby deleted.
The fourth sentence of Item 4 of the Original 13D is hereby
deleted. The remainder of Item 4 of the Original 13D remains
unchanged.
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 - 4,997,212 Common
Shares; 24.1%
(ii) Angelica Urra Berrie - 4,630,708 Common
Shares (including options to acquire 5,384
Common Shares); 22.4%
(iii) Scott Berrie - 66,671 Common Shares; 0.32%
(iv) Ilan Kaufthal - 4,650,451 Common Shares
(including options to acquire 26,000 Common
Shares); 22.5%
(v) Norman Seiden - 2,771,988 Common Shares;
13.4%
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(vi) Myron Rosner - 4,855,109 Common Shares;
23.5%
Percentage beneficial ownership is calculated based
on 20,695,842 Common Shares outstanding as of March
15, 2004, as reported in the Company's definitive
Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on April 12, 2004.
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:
4,997,212 Common Shares
(2) Sole power to dispose or to direct
the disposition of:
4,997,212 Common Shares
(ii) Angelica Urra Berrie has:
(1) Sole power to vote or to direct the
vote:
6,257 Common Shares, representing
873 Common Shares and options to
acquire 5,384 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:
6,257 Common Shares, representing
873 Common Shares and options to
acquire 5,384 Common Shares
(4) Shared Power to dispose or to
direct the disposition of:
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4,624,451 Common Shares
(iii) Scott Berrie has:
(1) Sole power to vote or to direct the
vote:
44,671 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:
44,671 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:
26,000 Common Shares, representing
options to acquire 26,000 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:
26,000 Common Shares, representing
options to acquire 26,000 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:
229,908 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:
229,908 Common Shares
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(4) Shared Power to dispose or to
direct the disposition of:
4,625,201 Common Shares
* 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, N.J. 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, 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 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) Mr. Rosner, as sole trustee of the Annuity
Trust, effected the following transaction
during the past sixty days:
(1) On April 22, 2004, the Annuity
Trust transferred 1,772,849 Common
Shares to the Estate of Mr. Russell
Berrie as described in Item 3
above. Ms. Berrie, Mr. Kaufthal and
Mr. Rosner are the executors of
such Estate.
(ii) In the past sixty days, none of the
Foundation, Mr. Scott Berrie or Mr. Norman
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."
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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.
Date: May 4, 2004
THE RUSSELL BERRIE FOUNDATION, A NEW JERSEY
NONPROFIT CORPORATION
By: /s/ Myron Rosner
______________________
Name: Myron Rosner
Title: Secretary