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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 6, 2006
0-15898
(Commission File Number)
______________________________
CASUAL MALE RETAIL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2623104
(State of Incorporation) (IRS Employer
Identification Number)
555 Turnpike Street, Canton, Massachusetts 02021
(Address of registrant's principal executive office)
(781) 828-9300
(Registrant's telephone number)
______________________________
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act(17 CFR 240.13e-4(c))
ITEM 1.01 Entry into a Material Definitive Agreement
In connection with the stock repurchase program discussed below under Item 8.01,
the Company amended its credit facility (the "Amended Credit Facility") with
Bank of America Retail Group, LLC, effective as of May 19, 2006, by executing
the Fourth Amendment to the Fourth Amended and Restated Loan and Security
Agreement (the "Amendment"). The Amendment allows the Company to repurchase,
redeem or acquire its common stock provided that the Company maintains certain
Excess Availability levels, as defined in the Amended Credit Facility.
A copy of the Fourth Amendment to the Fourth Amended and Restated Loan and
Security Agreement is attached hereto as Exhibit 10.1.
ITEM 8.01 Other Events
On June 6, 2006, the board of directors of Casual Male Retail Group, Inc. (the
"Company") announced a stock repurchase program to repurchase up to $30 million
of its common stock through open market purchases and privately negotiated
transactions pursuant to Rule 10b-18 of the Securities and Exchange Commission.
The stock repurchase program will expire on June 6, 2007 and may be previously
terminated at any time without prior notice. The funds required for the stock
repurchases will be obtained from operating funds of the Company and/or
borrowings on its Amended Credit Facility, as defined above.
A copy of the press release dated June 7, 2006 announcing the stock repurchase
program is attached hereto as Exhibit 99.1.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
----------- ------------
10.1 Fourth Amendment to the Fourth Amended and Restated
Loan and Security Agreement effective as of May 19,
2006, by and among the Company and Fleet Retail Group,
LLC. (d/b/a Bank of America Retail Group, LLC).
99.1 Press Release dated June 7, 2006 announcing the
Company's stock repurchase program.
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.
CASUAL MALE RETAIL GROUP, INC.
By: /S/ DENNIS R.HERNREICH
--------------------
Name: Dennis R. Hernreich
Title: Executive Vice President
and Chief Financial Officer
Date: June 7, 2006
FOURTH AMENDMENT TO
FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This Fourth Amendment to Fourth Amended and Restated Loan and Security
Agreement (the "Fourth Amendment") is made as of this 19 day of May, 2006 by
and among
CASUAL MALE RETAIL GROUP, INC., and DESIGNS APPAREL, INC. (referred to
individually as a "Borrower" and collectively as the "Borrowers"); and
CASUAL MALE RETAIL GROUP, INC., as Borrowers' Representative for the
Borrowers; and
FLEET RETAIL GROUP, LLC, (formerly known as FLEET RETAIL GROUP, INC.),
HELLER FINANCIAL, INC., NATIONAL CITY BUSINESS CREDIT, INC., WELLS
FARGO FOOTHILL, INC., WELLS FARGO BUSINESS CREDIT, INC., LASALLE RETAIL
FINANCE, A DIVISION OF LASALLE BUSINESS CREDIT, INC., AGENT FOR
STANDARD FEDERAL BANK NATIONAL ASSOCIATION, and WEBSTER BUSINESS CREDIT
CORPORATION (together with each of their successors and assigns,
referred to individually as a "Revolving Credit Lender" and
collectively as the "Revolving Credit Lenders"); and
FLEET RETAIL GROUP, LLC, (formerly known as FLEET RETAIL GROUP, INC.),
as SwingLine Lender together with the Revolving Credit Lenders the
"Lenders"; and
FLEET RETAIL GROUP, LLC, (formerly known as FLEET RETAIL GROUP, INC.),
as Administrative Agent and Collateral Agent for the Lenders; and
WELLS FARGO FOOTHILL, INC., as Syndication Agent; and
NATIONAL CITY BUSINESS CREDIT, INC. and HELLER FINANCIAL, INC., as Co-
Documentation Agents (together with the Administrative Agent,
Collateral Agent and Syndication Agent, the "Agents").
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.
W I T N E S S E T H
A. Reference is made to the Fourth Amended and Restated Loan and
Security Agreement dated as of October 29, 2004 by and among the Borrowers,
the Borrowers' Representative, the Lenders and the Agents, as amended by that
certain First Amendment to Fourth Amended and Restated Loan and Security
Agreement dated March 16, 2005, as amended by that certain Second Amendment
to Fourth Amended and Restated Loan and Security Agreement dated December 15,
2005, and as amended by that Third Amendment to Fourth Amended and Restated
Loan and Security Agreement dated December 15, 2005 (as amended and in effect
the "Credit Agreement").
B. The Borrowers have requested that the Agents and the Lenders
agree to amend the Credit Agreement to allow the Loan Parties to repurchase
some of the capital stock of Casual Male.
C. The Agents and the Lenders, subject to the terms and conditions
of this Fourth Amendment have agreed to modify the Credit Agreement.
Accordingly, the Agents, the Lenders, the Loan Parties, and the
Borrowers' Representative agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit
Agreement.
2. Amendment to Credit Agreement.
a. Article 1 of the Credit Agreement is amended as follows:
(i)The following definitions are added to Article 1 of
the Credit Agreement:
"Permitted Stock Repurchase" :The repurchase,
redemption, or acquisition by the Borrowers of Casual
Male's capital stock provided that (i) as of the date
of such repurchase, redemption, or acquisition, and
immediately after giving effect thereto, there exists
no Default; (ii) as of the date of such repurchase,
redemption, or acquisition and immediately after
giving effect thereto, Excess Availability is greater
than $30,000,000.00 as determined by the Agent based
upon the Borrowing Base Certificate delivered to the
Agent pursuant to Section 6.4 of the Loan Agreement;
and (iii) the Borrowers' Representative has delivered
to the Agent contemporaneously with the monthly
officers certificate delivered pursuant to Sections
6.5 and 6.8 of the Loan Agreement monthly pro forma
financial projections demonstrating immediately after
giving effect to all repurchases, redemptions, or
acquisitions projected to be made during the then
next Fiscal quarter (x) Excess Availability would not
be less than $30,000,000.00 for such Fiscal quarter
and (y) the Excess Availability would not be less
than $30,000,000.00 as determined on a pro forma
basis over the two (2) Fiscal quarters next following
such Fiscal quarter, which projections are in form
and substance satisfactory to the Agent are based on
reasonable projections of the financial performance
of the Borrowers and are accompanied by a certificate
of the Borrowers' Representative's Chief Executive
Officer, President or Chief Financial Officer
certifying that such projections are accurate and
complete provided that at any time the actual
repurchases, redemptions, or acquisitions, made
during any Fiscal quarter exceed those projected to
be made for such Fiscal quarter as set forth in the
certificate described in clause (iii) hereof,
Borrowers' Representatives shall promptly deliver to
the Agent updated monthly pro forma financial
projections demonstrating compliance with the
requirements set forth in clause (iii) hereof based
on the actual repurchases, redemptions, or
acquisitions made together with a certificate of the
Borrowers' Representative's Chief Executive Officer,
President or Chief Financial Officer certifying the
updated projections as accurate and complete.
b. Article 5 of the Credit Agreement is amended as follows:
(i) Section 5.20(b) of the Credit Agreement is deleted in
its entirety and replaced with the following:
"Redeem, retire, purchase, or acquire any of Casual
Male's capital stock, other than pursuant to a
Permitted Stock Repurchase.
3. Ratification of Loan Documents. Except as otherwise provided for
herein, the terms and conditions of the Credit Agreement and of the other
Loan Documents remain in full force and effect, and each Loan Party hereby
ratifies, confirms and reaffirms, all and singular, the terms and conditions
of, and the warranties and representations set forth, therein.
4. Conditions Precedent to Effectiveness. This Fourth Amendment
shall not be effective until each of the following conditions precedent have
been fulfilled to the satisfaction of the Administrative Agent:
a. This Fourth Amendment shall have been duly executed and
delivered by the respective parties hereto, and, shall be in full force and
effect.
b. All action on the part of the Loan Parties necessary for
the valid execution, delivery and performance by the Loan Parties of this
Fourth Amendment shall have been duly and effectively taken and evidence
thereof satisfactory to the Administrative Agent shall have been provided to
the Administrative Agent.
c. The Loan Parties shall have provided such additional
instruments and documents to the Administrative Agent as the Administrative
Agent and the Administrative Agent's counsel may have reasonably requested.
5. Miscellaneous.
a. This Fourth Amendment may be executed in several
counterparts and by each party on a separate counterpart, each of which when
so executed and delivered shall be an original, and all of which together
shall constitute one instrument.
b. This Fourth Amendment expresses the entire understanding of
the parties with respect to the transactions contemplated hereby. No prior
negotiations or discussions shall limit, modify, or otherwise affect the
provisions hereof.
c. Any determination that any provision of this Fourth
Amendment or any application hereof is invalid, illegal or unenforceable in
any respect and in any instance shall not effect the validity, legality or
enforceability of such provision in any other instance, or the validity,
legality or enforceability of any other provisions of this Fourth Amendment.
d. The Loan Parties shall pay on demand all reasonable costs
and expenses of the Administrative Agent, including, without limitation,
reasonable attorneys' fees in connection with the preparation, negotiation,
execution and delivery of this Fourth Amendment.
e. Each Loan Party warrants and represents that the Loan Party
has consulted with independent legal counsel of each Loan Party's selection
in connection with this Fourth Amendment and is not relying on any
representations or warranties of the Administrative Agent or its counsel in
entering into this Fourth Amendment.
[The remainder of this page is intentionally left blank]
IN WITNESS WHEREOF, the parties have duly executed this Fourth
Amendment as of the day and year first above written.
CASUAL MALE RETAIL GROUP, INC., a
Delaware corporation, as Borrower
and Borrowers' Representative
By /s/ DENNIS R. HERNREICH
-----------------------
Name: Dennis R. Hernreich
Title: Executive Vice President,
Chief Operating Officer, Chief
Financial Officer, Treasurer and Secretary
DESIGNS APPAREL, INC., as Borrower
By /s/ DENNIS R. HERNREICH
-----------------------
Name: Dennis R. Hernreich
Title: Executive Vice President, Chief
Operating Officer, Chief Financial Officer,
Treasurer and Secretary
("GUARANTORS")
CASUAL MALE CANADA INC.
By /s/ DENNIS R. HERNREICH
-----------------------
Name: Dennis R. Hernreich
Title: Executive Vice President,
Chief Operating Officer, Chief
Financial Officer, Treasurer and Secretary
CAPTURE, LLC
By Casual Male Store, LLC, its sole
Member
By /s/ DENNIS R. HERNREICH
-----------------------
Name: Dennis R. Hernreich
Title: Executive Vice President,
Chief Operating Officer, Chief
Financial Officer, Treasurer and Secretary
CASUAL MALE STORE, LLC
By /s/ DENNIS R. HERNREICH
-----------------------
Name: Dennis R. Hernreich
Title: Executive Vice President,
Chief Operating Officer, Chief
Financial Officer, Treasurer and Secretary
CASUAL MALE RETAIL STORE, LLC
By /s/ DENNIS R. HERNREICH
-----------------------
Name: Dennis R. Hernreich
Title: Executive Vice President,
Chief Operating Officer, Chief
Financial Officer, Treasurer and Secretary
CASUAL MALE DIRECT, LLC
By /s/ DENNIS R. HERNREICH
-----------------------
Name: Dennis R. Hernreich
Title: Executive Vice President,
Chief Operating Officer, Chief
Financial Officer, Treasurer and Secretary
CASUAL MALE RBT, LLC
By /s/ DENNIS R. HERNREICH
-----------------------
Name: Dennis R. Hernreich
Title: Executive Vice President,
Chief Operating Officer, Chief
Financial Officer, Treasurer and Secretary
CASUAL MALE RBT (U.K.) LLC
By /s/ DENNIS R. HERNREICH
-----------------------
Name: Dennis R. Hernreich
Title: Executive Vice President,
Chief Operating Officer, Chief
Financial Officer, Treasurer and Secretary
FLEET RETAIL GROUP, LLC, as
Administrative Agent, Collateral
Agent, Revolving Credit Lender, and
SwingLine Lender
By /s/ KATHLEEN DIMOCK
-------------------
Name: Kathleen Dimock
Title: Managing Director
HELLER FINANCIAL, INC., as Co-
Documentation Agent and Revolving
Credit Lender
By /s/ AMANDA VAN HEYST
---------------------
Name: Amanda Van Heyst
Title: Duly Authorized Signatory
NATIONAL CITY BUSINESS CREDIT,
INC., as Co-Documentation Agent and
Revolving Credit Lender
By /s/ KATHRYN C. ELLERO
---------------------
Name: Kathryn C. Ellero
Title: Vice President
WELLS FARGO FOOTHILL, INC., as
Syndication Agent and Revolving
Credit Lender
By /s/ EUNNIE KIM
---------------
Name: Eunnie Kim
Title: Vice President
WELLS FARGO BUSINESS CREDIT, INC.,
as Revolving Credit Lender
By /s/ NIKI STONE
--------------
Name: Niki Stone
Title: Relationship Manager
LASALLE RETAIL FINANCE, A DIVISION
OF LASALLE BUSINESS CREDIT, INC.,
AGENT FOR STANDARD FEDERAL BANK
NATIONAL ASSOCIATION, as Revolving
Credit Lender
By /s/ DANIEL O'ROURKE
---------------------
Name: Daniel O'Rourke
Title: First Vice President
WEBSTER BUSINESS CREDIT
CORPORATION, as Revolving Credit
Lender
By /s/ ANDREW D. WIERMAN
----------------------
Name: Andrew D. Wierman
Title: Vice President
For Information Contact:
Company Contact:
Jeff Unger, Investor Relations
(561) 514-0115
Andrew Bard, Weber Shandwick
212-445-8368
Casual Male Retail Group, Inc. Announces $30 million Stock Repurchase
Program
CANTON, MA, June 7, 2006 -- Casual Male Retail Group, Inc. (NASDAQ/NMS:
"CMRG"), retail brand operator of Casual Male XL and Rochester Big &
Tall, announced today that the Company's Board of Directors has
authorized the Company to repurchase up to $30 million of its common
stock.
"The stock repurchase program is a good investment of available funds
and reflects our commitment to shareholders and confidence in the
Company's earnings growth and accelerating cash flow," said David
Levin, President and Chief Executive Officer.
The stock repurchase program authorizes the Company to repurchase up to
$30 million of its common stock through open market and privately
negotiated transactions pursuant to Rule 10b-18 of the Securities and
Exchange Commission (the "SEC"). The stock repurchase program will
expire on June 6, 2007 and may be previously terminated at any time
without prior notice. The funds required for the share repurchases
will be obtained from operating funds of the Company and/or borrowings
on its revolving line of credit.
Casual Male Retail Group, Inc., the largest retailer of big and tall
men's apparel with retail operations throughout the United States,
Canada and London, England, operates 486 Casual Male XL and Casual Male
Big & Tall stores, the Casual Male e-commerce site, Casual Male catalog
business, 12 Casual Male at Sears-Canada stores and 23 Rochester Big &
Tall stores and a direct to consumer business. The Company is
headquartered in Canton, Massachusetts and its common stock is listed
on the Nasdaq National Market under the symbol "CMRG."
The discussion of forward-looking information requires management of
the Company to make certain estimates and assumptions regarding the
Company's strategic direction and the effect of such plans on the
Company's financial results. The Company's actual results and the
implementation of its plans and operations may differ materially from
forward-looking statements made by the Company. The Company encourages
readers of forward-looking information concerning the Company to refer
to its prior filings with the Securities and Exchange Commission,
including without limitation, its Annual Report on Form 10-K filed on
March 31, 2006, that set forth certain risks and uncertainties that may
have an impact on future results and direction of the Company.