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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 44)*
Under the Securities Exchange Act of 1934
CASUAL MALE RETAIL GROUP, INC.
(formerly known as DESIGNS, 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)
April 29, 2003
(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 subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b) or (4), check the following box.
* 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 ("Act") 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).
SCHEDULE 13D
CUSIP No. 25057L102
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seymour Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
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)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
4,026,859
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 4,026,859
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,026,859 SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 25057L102
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Evelyn Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
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)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON 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*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 25057L102
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jewelcor Management, Inc.
Federal Identification No. 23-2331228
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
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)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Nevada
7 SOLE VOTING POWER
3,884,094
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 3,884,094
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,884,094
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 25057L102
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.H. Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
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)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Delaware
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON 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*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 25057L102
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jewelcor Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
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)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Pennsylvania
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON 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*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .001%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
This amendment to the previously filed Statement on Schedule 13D
("Schedule 13D") relates to the common stock (the "Common Stock")
of Casual Male Retail Group, Inc., formerly known as Designs, Inc.
(the "Company"). The principal executive offices of the Company are
now located at 555 Turnpike Street, Canton, Massachusetts 02021.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplementally amended as follows:
On February 19, 2003 Jewelcor Management, Inc. ("JMI") purchased
250,000 shares of Common Stock at a cost of $2.40 per share for a
total cost (exluding commissions) of $600,000.00, on February 21,
2003, JMI purchased 200 shares of Common Stock at a cost of $2.14
per share for a total cost (excluding commissions) of $428.00,
in each case from funds borrowed by JMI against its margin account
with Bear Stearns Securities.
Casual Male Retail Group, Inc. ("CMRG") and Jewelcor Management, Inc.,
entered into an amendment to Consulting Agreement ("Amendment")
dated as of April 29, 2003 (exhibit 3). The Amendment amends,
modifies and/ or restates that certain Consulting Agreement between CMRG
(formerly Designs, Inc.) and JMI dated as of April 29, 2000, as
amended by the Letter Agreement dated April 28, 2001 and by the Letter
Agreement dated as of April 28, 2002 (hereafter the "Agreement").
The Amendment extends the term of the Agreement for an additional three
year period commencing on April 29, 2003 and ending on April 28, 2006.
The Amendment will automatically be extended for an additional one year
term on each anniversary date of the Agreement unless either party
should give the other at least niney days written notice prior to
such anniversary date of their intention to terminate the Agreement.
Under the terms of the Agreement, JMI will receive as annual compensation
$276,000 payable in non-forfeitable, fully paid and non-assessable
shares of common stock valued as of the last closing price of CMRG
immediately preceding the commencement date of April 29, 2003, and on
each anniversary date thereafter during the term of the Agreement. JMI
received 70,769 common shares as of April 29, 2003 as compensation under
the terms of the Agreement. JMI will also receive reimbursement of actual
and direct out-of-pocket expenses incurred by it in rendering the services
under the Consulting Agreement.
On April 28, 2003, options to purchase 5,000 shares of common stock
granted to Seymour Holtzman on April 28, 2000, vested and became
exercisable.
Seymour Holtzman and Evelyn Holtzman have resigned as custodians
for accounts of Chelsea Holtzman, Percy Holtzman, Rivers Holtzman,
Temple Holtzman, Olivia Garcia and Sterling Garcia and no longer
shares voting power or shared dispositive power with respect to
30,000 shares of the Company's common stock with respect to the
above named grandchildren. These shares will no longer be included
in any future filings.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby supplementally amended as follows:
As of May 7, 2003, JMI beneficially owns an aggregate of
3,884,094 shares of Common Stock. Based upon the Company's Form 10-K
filed on May 5, 2003 which indicates that there are 35,744,921
shares of Common Stock outstanding, JMI beneficially owns approximately
10.9% of said outstanding shares.
As of May 7, 2003, the Reporting Persons collectivelly beneficially
own an aggregate of 4,026,859 shares of Common Stock which, based on
35,744,921 shares of Common Stock outstanding, represents approximately
11.3% of said outstanding shares.
The responses of the Reporting Persons to Items (7) through (11)
of the cover pages to this Schedule 13D relating to the beneficial ownership
of shares of Common Stock of the Company are incorporated herein by reference.
Information with respect to each of the Reporting Persons is
given solely by such Reporting Person and no Reporting Person shall
have responsibility for the accuracy or completeness of information
supplied by another Reporting Person.
The Reporting Persons are filing this Schedule 13D because such
Reporting Persons may be deemed to be members of a group for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Each Reporting Person disclaims beneficial ownership of
any Common Stock beneficially owned by any other Reporting Person, except
that Mr. Holtzman acknowledges beneficial ownership of the Common Stock
owned by JMI.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby supplementally amended as follows:
Exhibit 3 Letter Agreement extending the JMI Consulting Agreement with
CMRG
SIGNATURES
After reasonable inquiry and to the best of their knowledge,
the undersigned certify that the information set forth in this Statement
is true, complete and correct.
Dated: May 7, 2003
/s/ Seymour Holtzman
Seymour Holtzman
/s/ Evelyn Holtzman
Evelyn Holtzman
JEWELCOR MANAGEMENT, INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
JEWELCOR INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
S.H. HOLDINGS, INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
Exhibit 3
AMENDMENT TO
CONSULTING AGREEMENT
APRIL 29, 2003
WHEREAS, Casual Male Retail Group, Inc., (formerly Designs, Inc.,
the "Corporation") and Jewelcor Management, Inc. (the "Independent
Contractor") entered into a certain Consulting Agreement dated as
of April 29, 2000, as amended by Letter Agreement dated April 28,
2001 and by Letter Agreement dated as of April 28, 2002 (hereinafter
referred to as the "Agreement"); and
WHEREAS, Corporation and Independent Contractor wish to amend,
modify and/or restate certain terms, provisions, conditions and
covenants of the Agreement.
NOW THEREFORE, in consideration of the foregoing, and for and in
consideration of the mutual promises and covenants set forth in this
Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby expressly acknowledged, the
Corporation and the Independent Contractor hereby agree to amend the
Agreement as follows:
1. The term of the Agreement shall be extended for an additional
period of three (3) years commencing on April 29, 2003 (the
"Commencement Date") and ending on April 28, 2006 (the "Expiration Date").
This Agreement shall automatically be extended for an additional one (1)
year term on each anniversary date of the Agreement unless either party
shall give the other at least ninety (90) days written notice prior to
such anniversary date of their intention to terminate this Agreement.
2. Subject to the provisions of Section 4 of the Agreement, the
consideration to be furnished to the Independent Contractor by the
Corporation for the Services rendered by the Independent Contractor
under the Agreement shall consist of (a) annual compensation of $276,000,
payable in non-forfeitable, fully paid and non-assessable shares of
Common Stock of the Corporation, the number of which shares of Common
Stock shall be valued as of, and determined by, the last closing price
immediately preceding the Commencement Date, and on each anniversary date
thereafter, during the term of the Agreement. (The number of shares of
Common Stock of the Corporation equal to $276,000 on April 28, 2003,
the date immediately preceding the Commencement Date, is 70,769 at
$3.90 per share), and (b) the reimbursement of actual and direct out-of-
pocket expenses incurred by the Independent Contractor in the rendering
of Services under the Agreement.
The remaining terms of the Agreement shall remain in full force and effect
without change. For the avoidance of doubt, the parties hereby agree and
acknowledge that the foregoing extension does not change the
compensation or other rights or obligations of the parties originally
provided in the Agreement with respect to any prior period.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment to Consulting Agreement as a sealed instrument, in any
number of counterpart copies, each of which shall be deemed an original
for all purposes, as of the day and year first written above.
THE CORPORATION:
CASUAL MALE RETAIL GROUP, INC.
By: /s/
Name: Dennis R. Herenreich
Title: Executive Vice President, Chief
Operating Officer, Chief Financial
Officer, Treasurer and Secretary
By: /S/
Name: Arlene C. Feldman
Title: Assistant Secretary
INDEPENDENT CONTRACTOR:
JEWELCOR MANAGEMENT, INC.
By:/S/
Seymour Holtzman