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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 2)*
Casual Male Retail Group, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
148711104
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(CUSIP Number)
Chilton Investment Company, LLC
1266 East Main Street, 7th Floor
Stamford, CT 06902
(203) 352-4000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 26, 2006
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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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required 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 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 148711104 SCHEDULE 13D Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Chilton Investment Company, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ](b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF, OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
7,943,651
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 7,943,651
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,943,651
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7%
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14 TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 148711104 SCHEDULE 13D Page 3 of 4 Pages
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ITEM 1. Security and Issuer.
The Schedule 13D (the "Schedule 13D") initially filed by Chilton
Investment Company, LLC (the "Reporting Person") on May 9, 2006 relating to the
common stock, par value $0.01 per share (the "Common Stock") of Casual Male
Retail Group, Inc., a Delaware corporation (the "Issuer"), as amended by
Amendment No. 1 to the Schedule 13D filed on June 9, 2006 is hereby amended by
this Amendment No. 2 to the Schedule 13D to report a change in beneficial
ownership. The Schedule 13D is amended as follows:
ITEM 5. Interest in Securities of the Issuer.
Item 5(a) is hereby supplemented by the addition of the following:
(a) As of the date hereof, the Reporting Person is deemed to be the
beneficial owner (through its control of the Client Accounts) of 7,943,651
shares (including 690,092 shares that can be acquired by the Client Accounts
pursuant to immediately convertible 5% convertible senior subordinated noted due
2024) representing 22.68% of the Issuer's Common Stock. The foregoing
calculations are based on 35,022,367 shares of Common Stock issued and
outstanding as of June 15, 2006 according to publicly available filings of the
Issuer together with 690,092 shares that can be acquired by the Client Accounts
pursuant to immediately convertible 5% convertible senior subordinated notes due
2024 for a total of 35,712,459 shares.
Item 5(c) is hereby supplemented by the addition of the following:
(c) The number of shares and the price per share of all transactions
effected by the Reporting Person since its last filing are as follows:
o On June 14, 2006, 6,890 shares of Common Stock were sold through
Merrill Lynch at a price per share of $9.6200.
o On June 16, 2006, 1,349 shares of Common Stock were purchased
through Credit Suisse First Boston ALGO at a price per share of
$9.7326.
o On June 20, 2006, 61,947 shares of Common Stock were purchased
through Weeden & Co. at a price per share of $9.8256.
o On June 21, 2006, 10,940 shares of Common Stock were sold through
Merrill Lynch ALGO at a price per share of $9.7773.
o On June 26, 2006, 75,000 shares of Common Stock were purchased
through Weeden & Co. at a price per share of $9.7598.
o On June 26, 2006, 125,000 shares of Common Stock were purchased
through Credit Suisse First Boston ALGO at a price per share of
$9.7598.
o On June 27, 2006, 80,000 shares of Common Stock were purchased
through Weeden & Co. at a price per share of $9.6000.
o On June 27, 2006, 20,000 shares of Common Stock were purchased
through ITG Channel at a price per share of $9.5550.
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CUSIP No. 148711104 SCHEDULE 13D Page 4 of 4 Pages
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o On June 28, 2006, 1,422 shares of Common Stock were purchased
through Merrill Lynch ALGO at a price per share of $9.6393.
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: June 29, 2006
Chilton Investment Company, LLC
By: /s/ James Steinthal
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James Steinthal
Managing Director