UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 55)
Under
the
Securities Exchange Act of 1934
Casual
Male Retail Group, Inc.
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
25057L102
(CUSIP
Number)
Seymour
Holtzman
c/o
Jewelcor Companies
100
N.
Wilkes Barre Blvd.
Wilkes-Barre,
Pennsylvania 18702
(570)
822-6277
(Name,
Address and Telephone Number of
Person
Authorized to Receive Notices
and
Communications)
December
27, 2006
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the
following box: o
SCHEDULE
13D
CUSIP
No. 25057L102
1)
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jewelcor
Management, Inc. 23-2331228
_____________________________________________________________________________
2)
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b)
______________________________________________________________________________
3)
SEC
USE ONLY
______________________________________________________________________________
4)
SOURCE
OF FUNDS NA
______________________________________________________________________________
5)
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS
2(d) OR 2(e)
o
______________________________________________________________________________
6)
CITIZENSHIP
OR PLACE OF ORGANIZATION
Nevada
___________________________________________________________________________
7)
SOLE
VOTING POWER
NUMBER
OF
147,059(1)
SHARES
____________________________________________________________
BENEFICIALLY 8)
SHARED
VOTING POWER
OWNED
BY
0
EACH ____________________________________________________________
REPORTING
9)
SOLE
DISPOSITIVE POWER
PERSON 147,059(1)
WITH ____________________________________________________________
10)
SHARED
DISPOSITIVE POWER
0
______________________________________________________________________________
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
147,059(1)
______________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
__________________________________________________________________________
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.43%
__________________________________________________________________________
14) TYPE
OF REPORTING PERSON
CO
(1)
Represents warrants to purchase an aggregate of 147,059 shares of Common Stock,
all of which are immediately exercisable.
SCHEDULE
13D
CUSIP
No. 25057L102
1)
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seymour
Holtzman
_____________________________________________________________________________
2)
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b)
______________________________________________________________________________
3)
SEC
USE ONLY
______________________________________________________________________________
4)
SOURCE
OF FUNDS PF
______________________________________________________________________________
5)
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
o
______________________________________________________________________________
6)
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
___________________________________________________________________________
7) SOLE
VOTING POWER
NUMBER
OF
5,620,484(1)
SHARES
____________________________________________________________
BENEFICIALLY 8) SHARED
VOTING POWER
OWNED
BY
0
EACH ____________________________________________________________
REPORTING
9) SOLE
DISPOSITIVE POWER
PERSON
5,620,484(1)
WITH ____________________________________________________________
10) SHARED
DISPOSITIVE POWER
0
______________________________________________________________________________
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,620,484(1)
— See Item 5
______________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
__________________________________________________________________________
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.29%
__________________________________________________________________________
14) TYPE
OF REPORTING PERSON
IN
(1)
Includes options to purchase an aggregate of 1,690,000 shares of Common Stock
and warrants to purchase an aggregate of 80,000 shares of Common Stock, all
of
which are immediately exercisable and are directly beneficially owned by Mr.
Holtzman. Also includes immediately exercisable warrants to purchase an
aggregate of 147,059 shares of Common Stock, which are indirectly beneficially
owned by Mr. Holtzman. Excludes options to purchase an aggregate of 160,000
shares of Common Stock, 53,333 of which become exercisable on April 24,
2007, 53,333 of which become exercisable on April 24, 2008 and 53,334 of which
become exercisable on April 24, 2009.
` SCHEDULE
13D
CUSIP
No. 25057L102
1)
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Evelyn
Holtzman
_____________________________________________________________________________
2)
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b)
______________________________________________________________________________
3) SEC
USE ONLY
______________________________________________________________________________
4)
SOURCE
OF FUNDS NA
______________________________________________________________________________
5)
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
o
______________________________________________________________________________
6)
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
___________________________________________________________________________
7) SOLE
VOTING POWER
NUMBER
OF 0
SHARES ____________________________________________________________
BENEFICIALLY
8) SHARED
VOTING POWER
OWNED
BY
0
EACH
____________________________________________________________
REPORTING
9) SOLE
DISPOSITIVE POWER
PERSON 0
WITH
____________________________________________________________
10) SHARED
DISPOSITIVE POWER
0
______________________________________________________________________________
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
— See Item 5
______________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
__________________________________________________________________________
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
__________________________________________________________________________
14) TYPE
OF REPORTING PERSON
IN
SCHEDULE
13D
CUSIP
No. 25057L102
1)
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.H.
Holdings, Inc. 23-2512788
_____________________________________________________________________________
2)
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
(b)
______________________________________________________________________________
3)
SEC
USE ONLY
______________________________________________________________________________
4)
SOURCE
OF FUNDS NA
______________________________________________________________________________
5)
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
o
______________________________________________________________________________
6)
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
___________________________________________________________________________
7) SOLE
VOTING POWER
NUMBER
OF 0
SHARES ____________________________________________________________
BENEFICIALLY 8) SHARED
VOTING POWER
OWNED
BY
0
EACH ____________________________________________________________
REPORTING 9)
SOLE
DISPOSITIVE POWER
PERSON
0
WITH ____________________________________________________________
10)
SHARED
DISPOSITIVE POWER
0
______________________________________________________________________________
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
—
See
Item 5
______________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
__________________________________________________________________________
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
__________________________________________________________________________
14) TYPE
OF REPORTING PERSON
CO
SCHEDULE
13D
CUSIP
No. 25057L102
1)
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jewelcor
Incorporated 24-0858676
_____________________________________________________________________________
2)
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
(b)
______________________________________________________________________________
3)
SEC
USE ONLY
______________________________________________________________________________
4)
SOURCE
OF FUNDS NA
______________________________________________________________________________
5)
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
o
______________________________________________________________________________
6)
CITIZENSHIP
OR PLACE OF ORGANIZATION
Pennsylvania
___________________________________________________________________________
7) SOLE
VOTING POWER
NUMBER
OF 0
SHARES
____________________________________________________________
BENEFICIALLY 8) SHARED
VOTING POWER
OWNED
BY
0
EACH ____________________________________________________________
REPORTING
9) SOLE
DISPOSITIVE POWER
PERSON
0
WITH ____________________________________________________________
10) SHARED
DISPOSITIVE POWER
0
______________________________________________________________________________
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
— See Item 5
______________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
__________________________________________________________________________
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
__________________________________________________________________________
14) TYPE
OF REPORTING PERSON
CO
This
Amendment No. 55 amends and supplements the Schedule 13D, dated
November 27, 1998, as amended to date (the “Schedule 13D”), originally
filed with the Securities and Exchange Commission by Jewelcor Management, Inc.
(“JMI”) and others with respect to the common stock, $.01 par value (the “Common
Stock”), of Casual Male Retail Group, Inc., a Delaware corporation (the
“Company”). The address of the principal business and principal offices of the
Company is 555 Turnpike Street, Canton, Massachusetts 02021.
Item
4. Purpose of Transaction
Item
4 is
hereby amended and supplemented as follows:
On
April
17, 2006, Seymour and Evelyn Holtzman (collectively Holtzman) and Deutsche
Bank
Alex. Brown (“DB”) entered into a pre-arranged stock trading plan (the “Plan”)
pursuant to Rule 10b5-1 under the Exchange Act. Holtzman entered into the Plan
primarily for estate and tax planning purposes and also to avail themselves
of
the benefits of Rule 10b5-1 under the Exchange Act.
Effective December
27, 2006, the plan was amended and supplemented by the Rule 10b5-1 Amended
Sales Plan Agreement (the “Amended Plan”). Pursuant to the Amended Plan,
Holtzman has appointed DB to sell 900,000 shares of Common Stock, not including
shares previously sold under the plan, at a price not to be below $13.50
per share beginning December 27, 2006.
Item
5. Interest in Securities of the Issuer
Items
5(a)-(c) of the Schedule 13D are hereby amended and supplemented as
follows:
As
of
December 29, 2006, the Reporting Entities included in this filing beneficially
own an aggregate of 5,620,484 shares of Common Stock, representing approximately
16.29% of the outstanding shares of Common Stock based upon the 34,503,496
shares of Common Stock outstanding as of November 13, 2006 as reported by the
Company in its Form 10-Q for the period ended October 28, 2006 filed on November
17, 2006.
As
of
December 29, 2006, Seymour Holtzman may be deemed to beneficially own 5,620,484
shares of Common Stock, representing an aggregate of approximately 16.29% of
the
outstanding shares of Common Stock. Such amount includes options to purchase
an
aggregate of 1,690,000 shares of Common Stock and warrants to purchase an
aggregate of 80,000 shares of Common Stock, all of which are immediately
exercisable and are directly beneficially owned by Mr. Holtzman. The 5,620,484
shares of Common Stock also includes currently exercisable warrants to purchase
an aggregate of 147,059 shares of Common Stock, which are indirectly
beneficially owned by Mr. Holtzman through JMI, an entity of which Mr. Holtzman
is controlling shareholder. Mr. Holtzman’s relationship with JMI is further
described in Item 2 of the Schedule 13D.
As
of
December 29, 2006, JMI beneficially owned an aggregate of 147,059 shares of
Common Stock, representing approximately 0.43% of the outstanding shares of
Common Stock. JMI has sole voting and dispositive power over the shares of
Common Stock beneficially owned by it.
In
accordance with the Plan, since December 1, 2006 the Reporting Entities have
disposed of Common Stock in the open market as set forth on Schedule I hereto.
On December 29, 2006, 18,154 shares of Common Stock previously reported on
the
Schedule 13D were disposed of by gift to an irrevocable trust. Except as
disclosed in this Item 5 and on Schedule I, no transactions have been
effectuated by the Reporting Entities during the 60 days preceding this filing.
Item
7. Material to be Filed as Exhibits.
Exhibit
1 Rule
10b5-1 Amended Sales Plan Agreement
Exhibit
2 Schedule
A - Attachment to Rule 10b5-1 Amended Sales Plan Agreement
SIGNATURES
After
reasonable inquiry and to the best knowledge and belief of the undersigned,
the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Dated: December
29, 2006
JEWELCOR
MANAGEMENT, INC.
By:/s/
Seymour Holtzman
Name:
Seymour Holtzman
Title:
President
JEWELCOR
INCORPORATED
By:
/s/
Seymour Holtzman
Name:
Seymour Holtzman
Title:
President
S.H.
HOLDINGS, INC.
By:
/s/
Seymour Holtzman
Name:
Seymour Holtzman
Title:
President
/s/
Seymour Holtzman
Seymour
Holtzman
/s/
Evelyn Holtzman
Evelyn
Holtzman
SCHEDULE
I
This
schedule sets forth information with respect to each open market sale of Common
Stock which was effectuated by the Reporting Entities during
the past 60 days.
|
Date
|
Number
of Shares
|
Price
Per Share
|
Trade
Amount (a)
|
|||
|
12/01/2006
|
7,489
|
$
13.6598
|
$
102,298
|
|||
|
12/04/2006
|
14,500
|
$
14.1174
|
$
204,702
|
|||
|
12/05/2006
|
17,210
|
$
14.0825
|
$
242,360
|
|||
|
12/06/2006
|
8,800
|
$
14.0069
|
$
123,261
|
|||
|
12/07/2006
|
30,400
|
$
14.0733
|
$
427,828
|
|||
|
12/08/2006
|
17,907
|
$
14.0289
|
$
251,216
|
|||
|
12/11/2006
|
40,608
|
$
14.0431
|
$
570,262
|
|||
|
12/12/2006
|
5,493
|
$
14.0066
|
$ 76,938
|
|||
|
12/13/2006
|
12,486
|
$
14.0004
|
$
174,809
|
|||
|
12/14/2006
|
42,537
|
$
14.0044
|
$
595,705
|
|||
|
12/15/2006
|
4,900
|
$
14.1027
|
$
69,103
|
|||
|
12/20/2006
|
13,170
|
$
13.7607
|
$
181,228
|
|||
|
12/22/2006
|
8,000
|
$
13.3965
|
$
107,172
|
|||
|
12/26/2006
|
10,900
|
$
12.9649
|
$
141,317
|
(a)
Excludes commissions and other execution related costs.
Exhibit
1
RULE
10b5-1 AMENDED SALES PLAN AGREEMENT
This
Amended Sales Plan (the “Amended Sales Plan”) is entered into on this 27th day
of December, 2006 (the “Adoption Date”) by and between Seymour and Evelyn
Holtzman (collectively the “Seller”) and Deutsche Bank Securities Inc.
(hereinafter referred to as “DB Alex. Brown” or alternatively, the “Broker”),
acting as agent for the Seller. This Amended Sales Plan shall supplement the
Sales Plan entered into on the 17th
day of
April, 2006 (the “Original Sales Plan”).
Section
2.1 of the Original Sales Plan shall be stricken and replaced with the following
language:
| 2.1 |
Appointment;
total sales Amount. Subject to the terms and conditions hereof, the
Seller
hereby Appoints Broker and the Broker hereby accepts such appointment,
to
sell 900,000 shares of Stock beginning on December 27, 2006 at a
price not
to be below $13.50 per share. The 900,000 shares to be sold does
not
include any of the Shares sold under the Original Sales Plan.
|
Section
2.3(a) of the Original Sales Plan shall be stricken and replaced with the
following language:
| (a) |
During
the Sales Period, Broker shall sell the number of shares of the Stock
held
by the Seller for the account of the Seller as set forth on Schedule
A
(the “Sale Amount”)
|
Section
2.6 of the Original Sales Plan shall be stricken and replaced with the following
language:
| 2.6 |
Best
Execution. Broker agrees to sell Stock under this Amended Sales Plan
pursuant to ordinary principles of best execution. Notwithstanding
the
foregoing, Seller acknowledges that Broker may not be able to sell
the
entire amount that is instructed to sell hereunder and that this
Amended
Sales Plan does not constitute a guarantee or other assurance of
any kind
that sales of Stock will be made at any particular price on any particular
day. Additionally, Seller hereby acknowledges that although there
is a
minimum sales price under Exhibit “A”, that Broker has discretion to use
its best execution judgment and seek higher prices than the Net Limit
Price set forth on Exhibit A.
|
Section
3.1(c) of the Original Sales Plan shall be stricken and replaced with the
following language:
(c) The
Forms
144 will include in the Remarks section substantially the Following: “The shares
covered by this Form 144 are being sold pursuant to a Rule 10b5-1 Amended Sales
Plan dated December 27th,
2006,
which is intended to comply with Rule 10b5-1.”
Section
3.2(b) of the Original Sales Plan shall be stricken and replaced with the
following language:
| (b) |
The
Forms 4 will include in the Remarks section substantially the Following:
“The shares covered by this Form 4 have been sold pursuant to a Rule
10b5-1 Amended Sales Plan dated December 27th,
2006, which is intended to comply with Rule
10b5-1.”
|
Section
4.6 of the Original Sales plan shall be stricken and replaced with the following
language:
| 4.6 |
Submission
to the Company. Seller has delivered a copy of the Original Sales
Plan and
this Amended Sales Plan to the Company. Seller hereby consents to
any
filings made by the Company setting forth or otherwise making publicly
available the provisions of this Amended Sales Plan. The Company
consents
to any public disclosure by the Seller of the Provisions of the Original
Sales Plan and this Amended Sales
Plan.
|
This
Instruction shall not be effective until DB Alex. Brown confirms its acceptance
in writing by signing below.
Adopted
by Seller:
Acknowledged
by the Company:
(company
name)
By: ______________________
Seymour
Holtzman (authorized
signatory)
(title)
________________________
Evelyn
Holtzman
Accepted
by DB Alex. Brown:
________________________
(branch
manager)
Exhibit
2
SCHEDULE
A
(Shares
Owned Outright)
Name
of
Seller: Seymour
& Evelyn Holtzman
Sale
of Owned Stock
|
Designated
Sale Period
From To
|
Authorized
Number of
Owned
Shares
|
Net
Limit Price ($) or
"Market" Price (select one):
|
|
|
December
27, 2006
|
May
1, 2007
|
900,000
|
Minimum
of $13.50
|
1.
Instructions:
In
column (a), state the first and last date on which the Shares are authorized
to
be sold during the Designated Sale Period (Stock sales may occur on or between
these dates). The “To” column may be left blank in which case the Designated
Sale Period will last until this Instruction terminates.
In
column
(b), state the maximum number of shares authorized to be sold at the designated
price during the Designated Sale Period. Do not aggregate with amounts
authorized to be sold at a lower price during the same Designated Sale
Period.
In
column
(c), write either (i) a dollar price which is the minimum price (the “Net Limit
Price”) at which Stock is authorized to be sold, or (ii) the word “market” if
Stock is to be sold at the then-prevailing market price per share during the
Designated Sale Period. If a Net Limit Price is instructed, I understand that
my
order(s) will be executed only when Deutsche Bank Alex. Brown can sell at a
price equal or higher than my minimum price(s) plus the mark-up.
2.
I
am
subject to Rule 144 filing requirements and, if applicable, I have provided
signed documents to be filed on my behalf.