<SUBMISSION>
<ACCESSION-NUMBER>0000950152-00-007791
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20000930
<FILING-DATE>20001113
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BARRY R G CORP /OH/
<CIK>0000749872
<ASSIGNED-SIC>3140
<IRS-NUMBER>314362899
<STATE-OF-INCORPORATION>OH
<FISCAL-YEAR-END>0102
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-08769
<FILM-NUMBER>759362
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>13405 YARMOUTH RD NW
<CITY>PICKERINGTON
<STATE>OH
<ZIP>43147
<PHONE>6148646400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>13405 YARMOUTH RD NW
<STREET2>13405 YARMOUTH RD NW
<CITY>PICKERINGTON
<STATE>OH
<ZIP>43147
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>l84686ae10-q.txt
<DESCRIPTION>R.G. BARRY CORPORATION    FORM 10-Q
<TEXT>

<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    FORM 10-Q

(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended   September 30, 2000
                                --------------------

                                       OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the transition period from _______________________ to ______________________

                          Commission file number 1-8769
                                                 ------

                             R. G. BARRY CORPORATION
                             -----------------------
             (Exact name of registrant as specified in its charter)

              OHIO                                              31-4362899
              ------------------------------------------------------------
  (State or other jurisdiction                                (IRS Employer
of incorporation or organization)                         Identification Number)

            13405 Yarmouth Road NW, Pickerington, Ohio         43147
            --------------------------------------------------------
             (Address of principal executive offices)       (Zip Code)

                                  614-864-6400
                                  ------------
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
                                 --------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                           Yes    X       No
                               ---------     ---------

  Common Shares, $1 Par Value, Outstanding as of September 30, 2000 - 9,371,657
                                                 ------------------------------

                          Index to Exhibits at page 13

                               Page 1 of 20 pages
<PAGE>   2
                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

<TABLE>
                                     R. G. BARRY CORPORATION AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                                           September 30, 2000      January 1, 2000
                                                                           ------------------      ---------------
                                                                                         (in thousands)
<S>                                                                        <C>                     <C>
ASSETS:
   Cash and cash equivalents                                                     $  3,341               10,006
   Accounts receivable, less allowances                                            31,061                9,654
   Inventory                                                                       48,535               40,652
   Deferred income taxes                                                            7,703                7,711
   Recoverable income taxes                                                         1,335                 --
   Prepaid expenses                                                                 1,943                2,538
                                                                                 --------              -------
         Total current assets                                                      93,918               70,561
                                                                                 --------              -------

   Property, plant and equipment, at cost                                          43,047               43,333
      Less accumulated depreciation & amortization                                 30,021               28,925
                                                                                 --------              -------
         Net property, plant and equipment                                         13,026               14,408
                                                                                 --------              -------

   Goodwill, net of amortization                                                    2,133                2,602
   Other assets                                                                     4,856                4,476
                                                                                 --------              -------
                                                                                 $113,933               92,047
                                                                                 ========              =======

LIABILITIES AND SHAREHOLDERS' EQUITY:
   Current installments of long-term debt                                           2,432                2,143
   Short-term notes payable                                                        30,000                  682
   Accounts payable                                                                 6,505                8,424
   Accrued expenses                                                                 3,216                5,554
                                                                                 --------              -------
      Total current liabilities                                                    42,153               16,803
                                                                                 --------              -------

   Accrued retirement costs and other, net                                          7,076                6,262

   Long-term debt, excluding current installments                                   7,605                8,571
                                                                                 --------              -------
            Total liabilities                                                      56,834               31,636
                                                                                 --------              -------

   Minority interest                                                                  296                  242

   Shareholders' equity:
      Preferred shares, $1 par value
         Authorized 3,775,000 Class A shares, 225,000 Series I Junior
         Participating Class A shares, and 1,000,000 Class B shares,
         none issued                                                                 --                   --
      Common shares, $1 par value
        Authorized 22,500,000 shares
         (excluding treasury shares)                                                9,372                9,349
      Additional capital in excess of par value                                    12,069               12,050
      Deferred compensation                                                          (495)                (539)
      Accumulated other comprehensive loss                                           (121)                 (92)
      Retained earnings                                                            35,978               39,401
                                                                                 --------              -------
         Net shareholders' equity                                                  56,803               60,169
                                                                                 --------              -------
                                                                                 $113,933               92,047
                                                                                 ========              =======
</TABLE>

                               Page 2 of 20 pages
<PAGE>   3
<TABLE>
                             R. G. BARRY CORPORATION AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
                                         Thirteen weeks ended           Thirty-nine weeks ended
                                         --------------------           -----------------------
                                     Sept. 30, 2000   Oct. 2, 1999   Sept. 30, 2000   Oct. 2, 1999
                                     --------------   ------------   --------------   ------------
                                                            (in thousands)
<S>                                  <C>              <C>            <C>              <C>
Net sales                               $42,396          48,118          88,875          88,020
Cost of sales                            26,524          26,433          58,953          52,823
                                        -------          ------         -------         -------
   Gross profit                          15,872          21,685          29,922          35,197
Selling, general and
   administrative expense                16,012          18,820          39,439          45,261
Restructuring charge                        524            --               524            --
                                        -------          ------         -------         -------
Operating income (loss)                    (664)          2,865         (10,041)        (10,064)

Other income                              1,109             130           1,495             414
Proceeds from litigation, net of
   expenses incurred                       --              --             4,476            --

Interest expense                           (751)           (674)         (1,348)         (1,311)
Interest income                              54              12             161             313
                                        -------          ------         -------         -------
   Net interest expense                    (697)           (662)         (1,187)           (998)

Income (loss) before income
   tax benefit                             (252)          2,333          (5,257)        (10,648)
Income tax (benefit)                        (58)            860          (1,889)         (4,008)
Minority interest, net of tax                (5)           --               (55)           --
                                        -------          ------         -------         -------
   Net income (loss)                    $  (199)          1,473          (3,423)         (6,640)
                                        =======          ======         =======         =======

Net income (loss)
  per common share
      Basic                             $ (0.02)           0.15           (0.36)          (0.70)
                                        =======          ======         =======         =======
      Diluted                           $ (0.02)           0.15           (0.36)          (0.70)
                                        =======          ======         =======         =======

Average number of common
   shares outstanding
      Basic                               9,393           9,337           9,406           9,490
                                        =======          ======         =======         =======
      Diluted                             9,393           9,337           9,406           9,490
                                        =======          ======         =======         =======
</TABLE>

                               Page 3 of 20 pages
<PAGE>   4
<TABLE>
                                 R. G. BARRY CORPORATION AND SUBSIDIARIES
                              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

<CAPTION>
                                                                           Thirty-nine weeks ended
                                                                   September 30, 2000     October 2, 1999
                                                                   ------------------     ---------------
                                                                                (in thousands)
<S>                                                                <C>                    <C>
Cash flows from operating activities:
   Net income (loss)                                                    $ (3,423)             (6,640)
   Adjustments to reconcile net income (loss) to net cash
      used in operating activities:
      Depreciation and amortization of
         property, plant and equipment                                     1,628               1,393
      Amortization of goodwill                                               102                  86
      Amortization of deferred compensation                                   86                --
      Minority interest                                                       55                --
      Net (increase) decrease in:
         Accounts receivable, net                                        (21,567)            (18,406)
         Inventory                                                        (8,055)            (11,488)
         Prepaid expenses                                                    605                 (44)
         Recoverable income taxes                                         (1,335)             (2,149)
         Other                                                            (1,988)               (257)
      Net increase (decrease) in:
         Accounts payable                                                 (1,811)              1,058
         Accrued expenses                                                 (2,302)             (7,104)
         Accrued retirement costs and other                                1,172                 863
                                                                        --------             -------
            Net cash used in operating activities                        (36,833)            (42,688)
                                                                        --------             -------

Cash flows from investing activities:
   Acquisition of business, net of cash acquired                            --                (2,788)
   Additions to property, plant and equipment, net                          (528)             (2,912)
                                                                        --------             -------
            Net cash used in investing activities                           (528)             (5,700)
                                                                        --------             -------

Cash flows from financing activities:
   Proceeds (repayments) of long-term debt, net                            1,319              (2,143)
   Proceeds from short-term notes, net                                    29,318              30,000
   Stock options exercised                                                  --                    35
   Treasury share acquisitions                                              --                (4,149)
                                                                        --------             -------
         Net cash provided by (used in) financing activities              30,637              23,743
                                                                        --------             -------

Effect of exchange rates on cash                                              59                --
                                                                        --------             -------

Net decrease in cash                                                      (6,665)            (24,645)
Cash at the beginning of the period                                       10,006              29,596
                                                                        --------             -------
Cash at the end of the period                                           $  3,341               4,951
                                                                        ========             =======

Supplemental cash flow disclosures:
   Interest paid                                                        $  1,354               1,537
                                                                        ========             =======
   Income taxes paid                                                    $    998               5,583
                                                                        ========             =======
</TABLE>

                               Page 4 of 20 pages
<PAGE>   5
                    R. G. BARRY CORPORATION AND SUBSIDIARIES
                          Notes to Financial Statements
                       Under Item 1 of Part I of Form 10-Q
          for the periods ended September 30, 2000 and October 2, 1999

1.   These interim financial statements are unaudited. All adjustments
     (consisting solely of normal recurring adjustments) have been made which,
     in the opinion of management, are necessary to fairly present the results
     of operations.

2.   The Company operates on a fifty-two or fifty-three week annual fiscal year,
     ending annually on the Saturday nearest December 31. Fiscal 2000 and 1999
     are both fifty-two week years.

3.   A substantial portion of inventory is valued using the dollar value LIFO
     method and, therefore, it is impractical to separate inventory values
     between raw materials, work-in-process and finished goods.

4.   Income tax (benefit) for the periods ended September 30, 2000 and October
     2, 1999, consists of:

<TABLE>
<CAPTION>
                                                 2000               1999
                                                 ----               ----
                                                    (in thousands)
<S>                                            <C>                <C>
                   Current:
                        U. S. Federal          $(1,731)           (3,721)
                        State & Local             (158)             (287)
                                               -------            ------
                             Total             $(1,889)           (4,008)
                                               =======            ======
</TABLE>

     The income tax (benefit) reflects a combined federal, foreign, state and
     local effective rate of approximately 35.8 percent and 37.6 percent for the
     first nine months of 2000 and 1999, respectively, as compared to the
     statutory U. S. federal rate of 34 percent.

     Income tax (benefit) for the periods ended September 30, 2000 and October
     2, 1999 differed from the amounts computed by applying the U. S. federal
     income tax rate of 34 percent to pretax (loss), as a result of the
     following:

<TABLE>
<CAPTION>
                                                             2000        1999
                                                             ----        ----
                                                                (in thousands)
<S>                                                        <C>          <C>
                   Computed "expected"
                     tax (benefit):
                        U. S. Federal tax (benefit)        $(1,787)     (3,727)
                        Other, net                               2         (94)
                        State & Local (benefit), net
                          of federal income taxes             (104)       (187)
                                                           -------      ------
                             Total                         $(1,889)     (4,008)
                                                           =======      ======
</TABLE>

5.   The computation of basic earnings (loss) per common share has been computed
     based on the weighted average number of common shares outstanding during
     each period. Diluted earnings (loss) per common share is based on the
     weighted average number of outstanding common shares during the period,
     plus, when their effect is dilutive, potential common shares consisting of
     certain common shares subject to stock options and the stock purchase plan.

                               Page 5 of 20 pages
<PAGE>   6
                    R. G. BARRY CORPORATION AND SUBSIDIARIES
                          Notes to Financial Statements
                       Under Item 1 of Part I of Form 10-Q
    for the periods ended September 30, 2000 and October 2, 1999 - continued

6.   Segment Information - The Company manufactures and markets comfort footwear
     for at-and-around-the-home and supplies thermal retention technology
     products. The Company considers its "Barry Comfort" at-and-around-the-home
     comfort footwear groups in North America and in Europe, and the thermal
     retention technology group, "Thermal", as its three operating segments. The
     accounting policies of the operating segments are substantially similar,
     except that the disaggregated information has been prepared using certain
     management reports, which by their very nature require estimates. In
     addition, certain items from these management reports have not been
     allocated among the operating segments, including such items as a) costs of
     certain administrative functions, b) current and deferred income tax
     expense or benefit and deferred tax assets or liabilities, and c) in some
     periods, certain other operating provisions.

<TABLE>
<CAPTION>
                                         Barry Comfort
                                         -------------
  Thirty nine weeks - 2000            North                                       Intersegment
         (in thousands)              America          Europe         Thermal      Eliminations         Total
                                     -------          ------         -------      ------------         -----
<S>                                 <C>              <C>             <C>          <C>                <C>
Net sales                           $ 75,202         $ 9,418         $ 4,536         $  (281)        $ 88,875
Depreciation and
      amortization                     1,284             187             157                            1,628
Interest income                          249            --                29            (117)             161
Interest expense                       1,317              31             117            (117)           1,348
Pre tax earnings (loss)               (4,325)         (1,230)            243              55           (5,257)
Additions to property, plant
     and equipment, net                  329             148              51                              528
Total assets devoted                $103,504         $ 7,724         $ 7,059         $(4,354)        $113,933
                                    ========         =======         =======         =======         ========

<CAPTION>
                                         Barry Comfort
                                         -------------
    Thirty nine week - 1999           North                                       Intersegment
         (in thousands)              America          Europe         Thermal      Eliminations         Total
                                     -------          ------         -------      ------------         -----
<S>                                 <C>              <C>             <C>          <C>                <C>
Net sales                           $ 73,533         $ 8,098         $ 6,617         $  (228)        $ 88,020
Depreciation and
      amortization                     1,189              17             187                            1,393
Interest income                          518            --              --              (205)             313
Interest expense                       1,330             (19)            205            (205)           1,311
Pre tax earnings (loss)               (5,956)         (1,248)         (3,415)            (29)         (10,648)
Additions to property, plant
     and equipment, net                2,801            --               111                            2,912
Total assets devoted                $111,931         $12,069         $ 6,960         $(4,475)        $126,485
                                    ========         =======         =======         =======         ========
</TABLE>

7.   Restructuring Charges - In December 1999, the Company announced a plan to
     reduce costs and improve operating efficiencies, and recorded a
     restructuring charge of $1.8 million as a component of 1999 operating
     expense. In the third quarter of 2000, the Company increased this charge by
     $524 thousand, primarily in conjunction with the closing of the warehouse
     in San Antonio, Texas. The following schedule highlights actual charges
     related to those activities through September 30, 2000.

<TABLE>
<CAPTION>
                                    As of    Adjustments                              As of
                          January 1, 2000        in 2000     Paid in 2000    Sept. 30, 2000
                          ---------------        -------     ------------    --------------
<S>                       <C>                <C>             <C>             <C>
Employee separations               $1,487           (128)             976               383
Other exit costs                       94            135               16               213
Noncancelable lease costs             213            517              534               196
                                   ------          -----           ------              ----
Restructuring costs                $1,794          $ 524           $1,526              $792
                                   ======          =====           ======              ====
</TABLE>

                               Page 6 of 20 pages
<PAGE>   7
                    R. G. BARRY CORPORATION AND SUBSIDIARIES
      ITEM 2 - Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

Liquidity and Capital Resources
-------------------------------
At the end of the third quarter of 2000, we had $51.8 million in net working
capital. This compares with $57.4 million at the end of the same quarter in
1999, and $53.8 million at the end of fiscal 1999.

Our capital expenditures during the first three quarters of 2000, amounted to
$528 thousand, compared with $2.9 million during the same period of 1999.
Capital expenditures during the first three quarters of 2000 have been more
consistent with and perhaps even somewhat less than historical levels, and
represent a normal pattern of replacement of capital equipment. Capital
expenditures in 1999 were higher than in 2000 and higher than in most previous
years, primarily due to the various unique activities in 1999, including:
equipping a new warehouse in San Antonio; starting up a plant in the Dominican
Republic; and purchasing a warehouse in Goldsboro, that was formerly leased.
Capital expenditures in both years have been funded out of working capital.

The decrease in net working capital from the end of the third quarter of 1999 to
the end of the third quarter of 2000 is primarily the result of the losses we
incurred in the fourth quarter of 1999, and during the first three quarters of
2000. Net working capital at the end of the third quarter of 2000 is about $2.0
million lower than at the end of fiscal 1999, mainly as a result of the loss
incurred during the first three quarters of 2000.

Highlights of the significant changes in the components of net working capital
are:
o    We ended the third quarter of 2000, with $3.3 million in cash and $30
     million in short-term bank loans. This compares with the third quarter of
     1999, when we had $5.0 million in cash and $30 million in short-term bank
     loans. There were no short-term bank loans outstanding at the end of fiscal
     1999.
o    Accounts receivables at the end of the third quarter of 2000, at $31.1
     million, are approximately $6.0 million lower than the $37.1 million at the
     end of the same quarter of 1999, mainly as a result of lower net sales in
     the third quarter of 2000 than in 1999. The increase in accounts receivable
     from the $9.7 million at the end of fiscal 1999, represents a normal
     seasonal pattern of change in receivables.
o    Inventories at the end of the third quarter of 2000, at $48.5 million, are
     about 4.8 percent reduced from the inventory levels of $51.0 million one
     year ago, and increased from $40.7 million at the end of fiscal 1999. The
     decrease in inventories from the end of the third quarter of 1999 to the
     end of the third quarter of 2000 is mainly a result of a planned reduction
     in inventory levels, and is principally a reduction from last year in the
     amount of Thermal products inventories. The seasonal increase in
     inventories from the end of fiscal 1999 represents a normal seasonal
     pattern of change in inventories in anticipation of supporting sales later
     in the year.

We currently have in place a Revolving Credit Agreement ("Revolver"), with our
three main lending banks. The Revolver currently provides a seasonally adjusted
available line of credit ranging from $3 million during January, to a peak of
$30 million from April through November. The Revolver contains financial
covenants that we believe are not uncommon for agreements of similar type and
duration. Several times during 2000, including the latest in October, the
Company and the banks have entered into amendments to the Revolver modifying
certain provisions. The latest amendment, filed as an exhibit to this report,
also eliminated certain covenant compliance requirements. We are in compliance
with all the covenants of the Revolver, as amended, and all other debt
agreements. The Revolver currently extends through 2001 and provides for
extensions upon request and with the approval of the banks. We believe that we
will be able to continue our funding requirements under the Revolver.

                               Page 7 of 20 pages
<PAGE>   8
           Management's Discussion and Analysis of Financial Condition
                      and Results of Operations - continued

Impact of Recently Issued Accounting Standards
----------------------------------------------
The FASB issued Statement No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities, an Amendment of FASB Statement No.
133", which is required to be adopted in fiscal years beginning after June 15,
2000. The Statement permits early adoption as of the beginning of any fiscal
quarter after its issuance. We expect to adopt the new Statement effective
January 1, 2001. The Statement will require companies to recognize all
derivatives on the balance sheet at fair value.

Derivatives that are not hedges must be adjusted to fair value through income.
If a derivative is a hedge, depending on the nature of the hedge, changes in the
fair value of the derivative will either be offset against the change in fair
value of the hedged asset, liability, or firm commitment through earnings, or
recognized in other comprehensive income until the hedged item is recognized in
earnings. The ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings. We do not anticipate that the adoption of
this Statement will have a significant effect on our results of operations or
financial position.

Results of Operations
---------------------
During the third quarter of 2000, net sales amounted to $42.4 million, an 11.9
percent decrease compared with sales of $48.1 million during the same quarter in
1999. For the three quarters, net sales amounted to $88.9 million, a 1.0 percent
increase in net sales when compared with the first three quarters of 1999.

The North American sales declined about $2.6 million, primarily a decline in
merchandise shipped to mass merchandisers, such as Wal-Mart, where in the third
quarter of 2000 we chose to discontinue a low-margin promotional program that
had been in place in 1999. Sales to mass merchandising customers for the
nine-month period are greater than last year. Also during the third quarter of
1999, there were about $1 million of net sales of our Soluna(R) spa at-home line
that was discontinued in 2000. Net sales in Europe are about $1.9 million lower
for the quarter than last year, mainly as a result of the change in our method
of selling in the United Kingdom from a full service sales operation to a
strategic alliance distributorship-type arrangement. For the full nine months,
net sales in Europe are about 16.3 percent ahead of last year, partially as a
result of inclusion of Fargeot net sales for the first half of 2000. Thermal
sales have declined from 1999 to 2000 both in the quarter and the nine months.
During the third quarter, Papa John's International, Inc., a large Thermal
customer using our Quick Heat(TM) pizza delivery system, requested and we agreed
to permit them to amend their purchase agreement with us. The amendment gives
them the option to cancel up to 40 percent of their original $12.5 million
order. We believe their request is not related to any change in strategy
regarding our heat delivery system, but instead deals with their timetable for
introducing Quick Heat(TM) across their many restaurants. (See also note 6 of
notes to consolidated financial statements for selected segment information.)

Gross profit for the third quarter amounted to $15.9 million, or 37.4 percent of
net sales. This compares with gross profit of $21.7 million, or 45.1 percent of
net sales, in the same quarter of 1999. For the nine months, gross profit
decreased to $29.9 million, or 33.7 percent of net sales, in 2000 compared with
$35.2 million, or 40.0 percent of net sales, in 1999. Most of the decline in
gross profit as a percentage of net sales is the result of: a) a shift in the
mix of products sold, to relatively more lower margin mass merchandising
channels of distribution, b) the sale of low margin out-of-season and close-out
merchandise at lower margins, and c) the inclusion of lower margin Fargeot
products in 2000. Manufacturing variances in 2000, which are mainly a result of
excess production capacity, are comparable to those incurred in 1999 and did not
materially affect the relationship of gross profit between the two periods.

Selling, general and administrative expenses during the third quarter are about
$2.8 million lower than in 1999. For the nine-month period, these expenses are
about $5.8 million lower than in 1999. During 2000, we have attempted to reduce
these expenses, as a result of the restructuring plan we announced and
implemented late in the fourth quarter of 1999. Also, during the third quarter
of 2000, we took an

                               Page 8 of 20 pages
<PAGE>   9
           Management's Discussion and Analysis of Financial Condition
                      and Results of Operations - continued

additional restructuring charge in the amount of $524 thousand, primarily in
conjunction with closing the warehouse in San Antonio, Texas.

Late in the first quarter of 2000, we reached a resolution of patent
infringement litigation with Domino's Pizza, Inc. As a part of the settlement of
the litigation, we received a $5 million cash payment in early April 2000, which
is included in the results of operations for 2000. We also recognized about $1
million in royalty payments to be paid by Domino's under the agreement.

Net interest expense for the third quarter of 2000 amounted to $697 thousand
compared with net interest of $662 thousand for the same quarter of 1999. For
the nine months, net interest expense in 2000 amounted to $1.2 million, compared
with $1.0 million in 1999. During 2000, interest rates generally are about 1.1
percentage points greater than in 1999 and during 2000 our banks have raised the
cost of our short-term borrowing, when compared with 1999, by an added 0.5
percent.

For the third quarter of 2000, we incurred a net loss of $199 thousand, or $0.02
per share, compared with a net profit during the same quarter of 1999 of $1.5
million, or $0.15 per share. For the nine months, we incurred a net loss in 2000
of $3.4 million, or $0.36 per share. The results of operations for the nine
months of 2000 include the settlement of the patent infringement litigation. We
estimate that without the settlement (and net of the litigation expenses
incurred), we would have incurred a net loss after taxes of approximately $6.2
million, or $0.66 per share. By comparison, during the first nine months of
1999, we incurred a net loss after taxes of $6.6 million, or $0.70 per share.
Per share calculations for both years are the same for both basic loss per share
and for diluted loss per share.


--------------------------------------------------------------------------------
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
The statements in this Quarterly Report on Form 10-Q, which are not historical
fact are forward looking statements based upon our current plans and strategies,
and reflect our current assessment of the risks and uncertainties related to
business, including such things as product demand and market acceptance; the
economic and business environment and the impact of governmental regulations,
both in the United States and abroad; the effects of direct sourcing by
customers of competitive products from alternative suppliers; the effect of
pricing pressures from retailers; inherent risks of international development,
including foreign currency risks, the implementation of the Euro, economic,
regulatory and cultural difficulties or delays in our business development
outside the United States; our ability to improve processes and business
practices to keep pace with the economic, competitive and technological
environment; the availability and costs of financing; capacity, efficiency, and
supply constraints; weather; and other risks detailed in the our press releases,
shareholder communications, and Securities and Exchange Commission filings.
Actual events affecting us and the impact of such events on our operations may
vary from those currently anticipated.
--------------------------------------------------------------------------------

                               Page 9 of 20 pages
<PAGE>   10
       ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Risks
----------------------
We transact business in various foreign countries. Our primary foreign currency
net cash outflows occur in Mexico and to a lesser extent in the Dominican
Republic. We do not hedge anticipated foreign currency net cash outflows in the
Mexican Peso or the Dominican Peso, as these currencies generally have declined
in value over time, when compared with the U. S. Dollar. In addition, forward
contracts in these currencies are not normally economically available.

Our primary foreign currency net cash inflows are generated from Canada and
Western Europe. We do employ a foreign currency hedging program utilizing
currency forward exchange contracts for anticipated net cash inflows in the
these areas. Under this program, increases or decreases in net local operating
revenue and expenses as measured in U. S. Dollars are partially offset by
realized gains and losses on hedging instruments. The goal of the hedging
program is to economically fix the exchange rates on projected foreign currency
net cash inflows. Foreign currency forward contracts are not used for trading
purposes.

All foreign currency contracts are marked-to-market and unrealized gains and
losses are included in the current period's calculation of net income. Because
not all economic hedges qualify as accounting hedges, unrealized gains and
losses may be recognized in net income in advance of the actual projected net
foreign currency cash flows. This often results in a mismatch of accounting
gains and losses, and transactional foreign currency net cash flow gains and
losses.

We believe that the impact of foreign currency forward contracts is not material
to our financial condition or results of operations. At the end of the third
quarter of 2000, we had net foreign currency contracts outstanding to sell
forward the following currencies. All contracts mature later in 2000.

<TABLE>
<CAPTION>
                                                   Approximate     Estimated Fair        Unrealized
                     Nominal Amount in US              Average        Value as of        Gain as of
                                  Dollars        Exchange Rate     Sept. 30, 2000    Sept. 30, 2000
                        (in thousands)                                        (in thousands)
<S>                  <C>                       <C>                 <C>               <C>
Canadian Dollar                      $348      USD1 = CAD 1.43               $333               $15
Euros                                $ 92      USD1 = EUR 1.09               $ 88               $ 4
</TABLE>

                               Page 10 of 20 pages
<PAGE>   11
                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
--------------------------
         Not applicable


Item 2.  Changes in Securities and Use of Proceeds
--------------------------------------------------
         (a) through (d) Not Applicable


Item 3.  Defaults Upon Senior Securities
----------------------------------------
         (a), (b) Not Applicable


Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
         (a) - (d)  Not Applicable


Item 5.  Other Information
--------------------------
         No response required


Item 6. Exhibits and Reports on Form 8-K
----------------------------------------
        (a) Exhibits:  See Index to Exhibits at page 13.

        (b) Reports on Form 8-K:  No reports on Form 8-K were filed during the
            quarter ended September 30, 2000.

                               Page 11 of 20 pages
<PAGE>   12
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                              R. G. BARRY CORPORATION
                                              -----------------------
                                              Registrant
November 13, 2000
-----------------
      date
                                              /s/ Daniel D. Viren
                                              -------------------------------
                                              Daniel D. Viren
                                              Senior Vice President - Finance
                                              (Principal Financial Officer)
                                              (Duly Authorized Officer)

                               Page 12 of 20 pages
<PAGE>   13
                             R. G. BARRY CORPORATION
                                INDEX TO EXHIBITS


Exhibit No.                      Description                         Location
-----------                      -----------                         --------

    4        Third Amendment to Revolving Credit Agreement, dated  14 through 19
             as of October 27, 2000, among The Huntington National
             Bank, The Bank of New York, and Bank One, N. A., as
             lenders; The Huntington National Bank, as agent; and
             the Registrant

   27        Financial Data Schedule                                    20
             (Period ended September 30, 2000)

                               Page 13 of 20 pages
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>l84686aex4.txt
<DESCRIPTION>EXHIBIT 4
<TEXT>

<PAGE>   1
                                                                       Exhibit 4

                  THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT

         This Third Amendment to Revolving Credit Agreement (this "Amendment")
is entered into at Columbus, Ohio, by and among The Huntington National Bank,
The Bank of New York and Bank One, N.A., as lenders (the "Banks"); The
Huntington National Bank as agent (the "Agent"); and R.G. Barry Corporation, as
borrower (the "Borrower"), as of the 27th day of October, 2000, in order to
amend the Revolving Credit Agreement entered into by and among the Banks and the
Borrower as of the 28th day of February, 1996, which has been amended by an
Amendment to Revolving Credit Agreement dated as of March 17, 2000, and by a
Second Amendment to Revolving Credit Agreement dated as of June 30, 2000 (as so
amended and modified, the "Credit Agreement").

                                    RECITALS:

         A. The Borrower has advised the Agent and the Banks that the delivery
of the financial statements of the Borrower for the fiscal period ending as of
September 30, 2000, will evidence that the Borrower is in default of Section
9.17, "EBITDA," of the Credit Agreement (the "Identified Default"); and

         B. The Borrower has requested that the Agent and the Banks waive the
Identified Default and modify certain other provisions of the Credit Agreement,
and the Agent and the Banks are willing to do so, subject to the terms and
execution of this Amendment.

         NOW, THEREFORE, in consideration of the mutual covenants, agreements
and promises contained herein, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the parties hereto for
themselves and their successors and assigns do hereby agree, represent and
warrant as follows:

         1. Section 1.1, "Basic Commitment Terms," of the Credit Agreement is
hereby amended to recite in its entirety as follows:

                  1.1 Basic Commitment Terms. The Borrower has applied to the
                  Banks for revolving credit loans up to an aggregate principal
                  amount of $30,000,000, the proceeds of which are to be used by
                  the Borrower for general corporate purposes, including,
                  without limitation, seasonal financing of inventory and
                  accounts receivable. Each of the Banks is willing to make such
                  loans to the Borrower upon the terms and subject to the
                  conditions hereinafter set forth up to a maximum aggregate
                  principal amount not in excess of the amount set forth
                  opposite its name below and otherwise in accordance with the
                  pro rata requirements of Section 4 hereof (said amount being
                  hereinafter called the "Commitment" of such Bank and
                  collectively called the "Commitments"):

                  BANK                      ADDRESS                  COMMITMENT
                  ----                      -------                  ----------

                  The Bank of New York      One Wall Street
                                            New York,
                                            New York, 10286          $10,000,000

                  The Huntington            41 South High Street
                  National Bank             Columbus, OH 43287       $10,000,000

                  Bank One, N.A.            100 East Broad Street
                                            Columbus, Ohio 43215     $10,000,000

         2. Notwithstanding anything to the contrary contained in any Note
evidencing the Loan, the principal amount advanced by each Bank pursuant to the
Note held by such Bank shall not exceed the amount of such Bank's Commitment.

                                       14
<PAGE>   2
         3. Section 1.2, "Commitment Limitations," of the Credit Agreement is
hereby amended to recite in its entirety as follows:

                  1.2 Commitment Limitations. Notwithstanding the foregoing,
                  during the following periods in each year occurring during the
                  term of this Agreement, the aggregate Commitments of the Banks
                  (each Bank's individual Commitment being one third (1/3) of
                  the aggregate) shall be in an amount equal to the lesser of
                  the following amounts or the amount to which the Commitments
                  have been reduced pursuant to Section 4.6 hereof.

                  Period                                      Commitment
                  ------                                      ----------

                  From 01/01 through 01/31                    $ 3,000,000
                  From 02/01 through 03/31                    $15,000,000
                  From 04/01 through 11/29                    $30,000,000
                  From 11/30 through 12/31                    $27,000,000

         4. A new Section 2.15, "Locations of Business," is hereby added to the
Credit Agreement, to read in its entirety as follows:

                  2.15 Locations of Business. Schedule 8.13 attached to the
                  Third Amendment sets forth each place of business in the
                  United States (including without limitation any location at
                  which personal property of such entity is stored or located)
                  for the Borrower.

         5. Section 3.36 of the Credit Agreement is hereby amended to recite in
its entirety as follows:

                  3.36 "Note" or "Notes" means the Revolving Credit Notes as
                  defined in Section 4.2.

         6. A new Section 3.48 is hereby added to the Credit Agreement, to read
in its entirety as follows:

                  3.48. "Loan Document" means each document, instrument and
                  agreement executed in connection with the Credit Agreement.

         7. Section 4.2, "Evidence of Loans Made Under Revolving Credit," of the
Credit Agreement is hereby amended to recite in its entirety as follows:

                  4.2 Evidence of Loans Made Under Revolving Credit. All Loans
                  made by each Bank pursuant to such Bank's Commitment shall be
                  evidenced by a promissory note, substantially in the form
                  attached as Exhibit "A" to that certain Amendment to Revolving
                  Credit Agreement between the Borrower, the Agent and the Banks
                  dated as of March 17, 2000 (hereinafter collectively called
                  the "Revolving Credit Notes"), payable to the order of such
                  Bank, duly executed on behalf of the Borrower, dated the date
                  of this Agreement. Each Bank is hereby authorized by the
                  Borrower to note on the schedule attached to any Revolving
                  Credit Note held by such Bank the date, amount and type of
                  each Loan made to the Borrower, the duration of the related
                  Interest Period if applicable, the amount of each payment or
                  prepayment of principal thereon, and the other information
                  provided for on such schedule, which schedule shall constitute
                  prima facie evidence of the information so noted; provided,
                  that failure of such Bank to make any such notation shall not
                  relieve the Borrower of its obligation to repay the
                  outstanding principal amount of any Loan or Loans made to it,
                  all accrued interest thereon and all other

                                       15
<PAGE>   3
                  amounts payable in accordance with the terms of any Revolving
                  Credit Note or this Agreement. Interest on the Loans evidenced
                  by such Revolving Credit Notes shall be payable at the rates
                  specified in Sections 3.2 and 3.21 hereof and on each Interest
                  Payment Date, as hereinafter defined. The terms and conditions
                  of this Agreement are incorporated in the Revolving Credit
                  Notes by reference as though the same were written therein.

         8. Section 8.12, "Restriction on Consolidated Asset," of the Credit
Agreement is hereby amended to recite in its entirety as follows:

                  8.12 Restriction on Consolidated Asset. Maintain seventy-five
                  percent (75%) of consolidated tangible assets, excluding
                  intercompany assets which are eliminated when consolidated in
                  accordance with GAAP, under the ownership of and in the name
                  of the Borrower. In the event the Borrower fails to maintain
                  seventy-five percent (75%) of its consolidated tangible assets
                  under its ownership or in its own name, then the Borrower,
                  within a reasonable time thereafter, shall make all
                  significant Subsidiaries, as determined in a commercially
                  reasonable manner by the Banks, obligors on all indebtedness
                  owing to the Banks under this Agreement, either by assumption
                  of such indebtedness as a co-maker with Borrower or the
                  guaranty of such indebtedness, as the Borrower may elect.

         9. The prefatory paragraph of SECTION 8, "AFFIRMATIVE COVENANTS," of
the Credit Agreement is hereby amended to recite in its entirety as follows:

                  For as long as the Banks are obligated to lend hereunder and
                  until payment in full of the Notes and interest thereon, the
                  Borrower covenants that it will and will cause each
                  Subsidiary, except in the case of Sections 8.1, 8.2, 8.9,
                  8.10, 8.13 and 8.14 hereof and unless the Banks shall
                  otherwise consent in writing, to:

         10. A new section 8.13, "Collateral," is hereby added to the Credit
Agreement, to read in its entirety as follows:

                  8.13 Collateral. Grant to the Agent, for itself and the
                  ratable benefit of the Banks, a security interest in all of
                  the personal property of the Borrower pursuant to a security
                  agreement substantially in the form of Exhibit 8.13 attached
                  to that certain Third Amendment to Revolving Credit Agreement
                  dated as of October 27, 2000, between and among the Borrower,
                  the Agent and the Banks (the "Third Amendment"); provided,
                  however that such security interests shall not attach and
                  shall not become enforceable until the occurrence of an Event
                  of Default. The principal amount of Debt (as that term is
                  defined in the Metropolitan Agreement in effect as of the date
                  of the Third Amendment) secured by such security interests
                  shall not exceed 15% of Consolidated Net Tangible Assets (as
                  that term is defined in the Metropolitan Agreement in effect
                  as of the date of the Third Amendment). The Borrower shall
                  execute and deliver to the Agent such financing statements as
                  the Agent may deem necessary to perfect the security interests
                  in the aforementioned personal property, which financing
                  statements the Agent and the Banks agree not to file until the
                  occurrence of an Event of Default.

         11. A new section 8.14, "Resting of Loan," is hereby added to the
Credit Agreement, to read in its entirety as follows:

                                       16
<PAGE>   4
                  8.14 Resting of Loan. So long as the Commitments are
                  outstanding, the Borrower shall reduce the principal balance
                  of the Loan to zero and maintain the same at zero for a period
                  of not less than 60 consecutive days during each Resting
                  Period. "Resting Period" means a period beginning on December
                  1 and ending on the immediately following March 30.

         12. Section 9.4, "Maintenance of Consolidated Tangible Net Worth," of
the Credit Agreement is hereby amended to recite in its entirety as follows:

                  9.4 Maintenance of Consolidated Tangible Net Worth. Permit
                  Consolidated Tangible Net Worth to be less than (a)
                  $52,000,000 as of September 30, 2000, and (b) $54,750,000 as
                  of the last day of fiscal year 2000, and as of the end of each
                  fiscal quarter thereafter.

         13. Section 9.8.6 of the Credit Agreement is hereby amended to recite
in its entirety as follows:

                  9.8.6 other Liens on property of the Borrower securing Current
                  Debt or Funded Debt of the Borrower to the Banks, and each of
                  them, under this Agreement, provided that at the time of
                  incurrence of any such Lien and after giving effect to the
                  Debt secured thereby, (A) the aggregate principal amount of
                  all such Debt secured by Liens permitted by this Section 9.8.6
                  shall not exceed 15% of Consolidated Tangible Net Worth, and
                  (B) the Borrower shall be in compliance with Section 9.2
                  hereof.

         14. A new Subsection 9.8.7 is hereby added to the Credit Agreement, to
read in its entirety as follows:

                  9.8.7 Liens in favor of the Agent, for the ratable benefit of
                  the Banks, to secure the Loans and any other amounts due to
                  the Agent and the Banks, or any of them, under this Agreement
                  or under the Loan Documents.

         15. Section 12.9, "Amendments and Modifications," of the Credit
Agreement is hereby deleted in its entirety.

         16. The Agent and the Banks hereby waive the Identified Default through
and including September 30, 2000.

         17. The Borrower represents and warrants that, except for the
Identified Default, no Event of Default has occurred and is continuing, nor will
any occur immediately after the execution and delivery of this Amendment by the
performance or observance of any provision hereof.

         18. Each reference to the Credit Agreement, whether by use of the
phrase "Credit Agreement," "Agreement," the prefix "herein" or any other term,
and whether contained in the Credit Agreement itself, in this Amendment, in any
document executed concurrently herewith or in any loan documents executed
hereafter, shall be construed as a reference to the Credit Agreement as
previously amended and as amended by this Amendment. This Amendment shall be
limited precisely as provided for herein, and shall not be deemed to be a waiver
of, amendment of, consent to or modification of any of the rights of the Agent,
the Banks, or any of them, under, any other term or provisions of the Credit
Agreement, any Loan Document, or other agreement executed in connection
therewith, or of any term or provision of any other instrument referred to
therein or herein or of any transaction or future action on the part of the
Borrower which would require the consent of the Agent or the Banks, including,
without limitation, waivers of Events of Default which may exist after giving
effect hereto.

                                       17
<PAGE>   5
         19. Except as previously amended and as modified herein, the Credit
Agreement and the Loan Documents shall remain as written originally and in full
force and effect in all respects, and nothing herein shall affect, modify, limit
or impair any of the rights and powers which the Banks may have thereunder.

         20. The Borrower agrees to perform and observe all the covenants,
agreements, stipulations and conditions to be performed on its part under the
Credit Agreement, the Loan Documents, and all other related agreements, as
amended by this Amendment.

         21. The Borrower hereby represents and warrants to the Agent and the
Banks that (a) the Borrower has legal power and authority to execute and deliver
the within Amendment; (b) the respective officer executing the within Amendment
on behalf of the Borrower has been duly authorized to execute and deliver the
same and bind the Borrower with respect to the provisions provided for herein;
(c) the execution by the Borrower and the performance and observance by the
Borrower of the provisions hereof do not violate or conflict with the articles
of incorporation, regulations or by-laws of the Borrower or any law applicable
to the Borrower or result in the breach of any provision of or constitute a
default under any agreement, instrument or document binding upon or enforceable
against the Borrower; and (d) this Amendment and the other Loan Documents
executed and delivered in connection herewith, constitute valid and legally
binding obligations upon the Borrower, subject to applicable bankruptcy,
insolvency, reorganization or other similar laws affecting creditors' rights
generally, to general equitable principles and to applicable doctrines of
commercial reasonableness.

         22. This Amendment shall become effective only upon its execution by
the Borrower, the Banks and the Agent; the payment by the Borrower to the Agent,
for the ratable benefit of the Banks, of an amendment and waiver fee of
$52,500.00; the execution and delivery to the Agent by the Borrower of a
Security Agreement substantially in the form attached hereto as Exhibit 8.13;
the execution and delivery to the Agent by the Borrower of such UCC financing
statements as deemed necessary by the Agent; the delivery to the Agent of such
certificates and other evidence as the Agent may require with respect to (i) the
authority of the Borrower to grant a security interest in its personal property
to the Agent as contemplated herein, and (ii) the incumbency of the officers
executing documents in favor of the Agent and the Banks. Execution of this
Amendment by the parties hereto may be in any number of counterparts, but all of
such counterparts when taken together shall constitute one and the same
document. The facsimile or other electronically transmitted copy of this
Amendment shall be treated the same as an originally executed copy hereof.

         23. The capitalized terms used herein shall have the same meanings as
the capitalized terms used in the Credit Agreement, as amended hereby.

             THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

                                       18
<PAGE>   6
         IN WITNESS WHEREOF, the Borrower, the Banks and the Agent have hereunto
set their hands as of the 27th day of October, 2000.


ATTEST:                               R. G. BARRY CORPORATION

/s/ Travis Wahl                       By: /s/ Michael Krasnoff
---------------------------               --------------------------------------
                                          Michael S. Krasnoff, Vice President


                                      THE HUNTINGTON NATIONAL BANK,
                                      Individually and as Agent

                                      By: /s/ John M. Luehmann
                                          --------------------------------------
                                          John M. Luehmann, Assistant Vice
                                          President


                                      THE BANK OF NEW YORK

                                      By: /s/ William M. Barnum, Jr.
                                          --------------------------------------
                                          William M. Barnum, Jr., Vice President


                                      BANK ONE, N.A.

                                      By: /s/ Jeffrey C. Nicholson
                                          --------------------------------------
                                          Jeffrey C. Nicholson, Vice President

                                       19
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>3
<FILENAME>l84686aex27.txt
<DESCRIPTION>EXHIBIT 27
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-30-2000
<PERIOD-END>                               SEP-30-2000
<CASH>                                           3,341
<SECURITIES>                                         0
<RECEIVABLES>                                   35,834
<ALLOWANCES>                                     4,773
<INVENTORY>                                     48,535
<CURRENT-ASSETS>                                93,918
<PP&E>                                          43,047
<DEPRECIATION>                                  30,021
<TOTAL-ASSETS>                                 113,933
<CURRENT-LIABILITIES>                           42,153
<BONDS>                                          7,605
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         9,372
<OTHER-SE>                                      47,431
<TOTAL-LIABILITY-AND-EQUITY>                   113,933
<SALES>                                         88,875
<TOTAL-REVENUES>                                88,875
<CGS>                                           58,953
<TOTAL-COSTS>                                   58,953
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,348
<INCOME-PRETAX>                                (5,257)
<INCOME-TAX>                                   (1,889)
<INCOME-CONTINUING>                            (3,423)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (3,423)
<EPS-BASIC>                                     (0.36)
<EPS-DILUTED>                                   (0.36)


</TABLE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
