UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 59)
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)
August
27, 2009
(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: ¨
Explanatory
Note: The purpose of this Amendment is to correct the percentage of ownership as
stated in Seymour Holtzman's ownership table on line 13 and in Item 5, which was
previously incorrectly reported as 13.37%.
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SCHEDULE
13D
CUSIP
No. 25057L102
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1)
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Seymour
Holtzman
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2)
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
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(a) o
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(b) x
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3)
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SEC
USE ONLY
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4)
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SOURCE OF
FUNDS PF
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5)
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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o
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6)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7)
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SOLE
VOTING POWER
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5,630,069(1)
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8)
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SHARED
VOTING POWER
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0
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9)
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SOLE
DISPOSITIVE POWER
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5,630,069(1)
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10)
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SHARED
DISPOSITIVE POWER
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0
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11)
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,630,069(1)
— See Item 5
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12)
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
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13)
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.83%
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14)
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TYPE OF REPORTING
PERSON
IN
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(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.
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SCHEDULE
13D
CUSIP
No. 25057L102
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1)
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Evelyn
Holtzman
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2)
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
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(a) o
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(b) x
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3)
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SEC
USE ONLY
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4)
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SOURCE OF
FUNDS NA
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5)
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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o
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6)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7)
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SOLE
VOTING POWER
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0
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8)
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SHARED
VOTING POWER
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0
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9)
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SOLE
DISPOSITIVE POWER
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0
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10)
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SHARED
DISPOSITIVE POWER
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0
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11)
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0 —
See Item 5
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12)
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
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13)
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14)
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TYPE OF REPORTING
PERSON
IN
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This
Amendment No. 59 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 August
27, 2009, JMI executed an Amendment to Consulting Agreement with Casual Male
Retail Group, Inc., dated as of May 17, 2009, which amends certain portions of
the Consulting Agreement as previously amended.
Item
5. Interest in Securities of the Issuer
Item 5(a)
of the Schedule 13D is hereby amended and supplemented as follows:
As of
September 4, 2009, the Reporting Persons included in this filing may be deemed
to be the beneficial owners of 5,630,069 shares of Common Stock, representing an
aggregate of approximately 12.83% of the outstanding shares of Common Stock
based upon the 42,110,170 shares of Common Stock outstanding as of August 25,
2009 as reported by the Company in its Form 10-Q filed on August 25,
2009. 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.
As of
September 4, 2009, Seymour Holtzman beneficially owns 5,630,069 shares of Common
Stock, representing an aggregate of approximately 12.83% 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.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Item 6 is
hereby amended and supplemented as follows:
On August
27, 2009, JMI executed an Amendment to Consulting Agreement with Casual Male
Retail Group, Inc., dated as of May 17, 2009, which amends certain portions of
the Consulting Agreement as previously amended.
See Item
7.
Item
7. Material to be Filed as Exhibits.
Exhibit
1. Amendment to Consulting Agreement dated as of May 17,
2009.
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:
September 11, 2009
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/s/ Seymour Holtzman
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Seymour
Holtzman
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/s/ Evelyn Holtzman
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Evelyn
Holtzman
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