UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 13, 2003
0-15898
(Commission File Number)
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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)
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Item 5. Other Events.
Filed as an exhibit hereto is the registrant's press release, dated
November 13, 2003, in which the registrant announced the pricing of its offering
of $85 million principal amount of convertible senior subordinated notes due
2024 to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended. The notes will bear interest at a rate of 5%
per year, will be convertible into CMRG's common stock at a conversion price of
$10.65 per share and will be general unsecured obligations of CMRG subordinate
to all existing and future designated senior indebtedness of CMRG. CMRG has also
granted the initial purchaser of the notes a 13-day option to purchase an
additional $15 million principal amount of the notes. The sale of the notes is
expected to close on November 18, 2003.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
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99.1 Press Release issued on November 13, 2003.
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
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Name: Dennis R. Hernreich
Title: Executive Vice President and
Chief Financial Officer
Date: November 13, 2003
INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED NOVEMBER 13, 2003
Exhibit Description
99.1 Press Release issued on November 13, 2003.
Exhibit 99.1
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Casual Male Retail Group, Inc. Prices $85 Million Convertible Notes Offering
Thursday November 13, 9:33 am ET
CANTON, Mass., Nov. 13 /PRNewswire-FirstCall/ -- Casual Male Retail
Group, Inc. (Nasdaq: CMRG - News), today announced the pricing of its offering
of $85 million principal amount of convertible senior subordinated notes due
2024 to qualified institutional buyers pursuant to Rule 144A. The notes will
bear interest at a rate of 5% per year, will be convertible into CMRG's common
stock at a conversion price of $10.65 per share and will be general unsecured
obligations of CMRG subordinate to all existing and future designated senior
indebtedness of CMRG. CMRG has also granted the initial purchaser of the notes a
13-day option to purchase an additional $15 million principal amount of the
notes. The sale of the notes is expected to close on November 18, 2003.
The net proceeds of the sale of the notes is expected to approximate
$81.5 million, of which CMRG intends to use $7.9 million to purchase 1,000,000
shares of its common stock from purchasers of the notes, in negotiated
transactions concurrent with the offering, and $24.9 million to redeem its 12%
senior subordinated notes due 2007. CMRG also intends, subject to market and
other conditions, to seek to redeem approximately $29.6 million in aggregate
principal amount of its 12% senior notes due 2010, which are not redeemable by
their terms at this time. CMRG plans to set aside $62.4 million of the net
proceeds of the offering pending the application of proceeds as previously
described. CMRG will use the balance of the net proceeds to reduce the
outstanding balance under its revolving credit facility, and thereafter for
working capital and general corporate purposes. In the event the initial
purchaser of the notes exercises its option in whole or in part to purchase
additional notes, CMRG may also seek to purchase up to an additional 1,000,000
shares of its common stock in the open market or in negotiated transactions from
time to time in accordance with applicable laws, depending on market and other
conditions.
At the initial conversion price, each $1,000 principal amount of
notes will be convertible into approximately 93.90 shares of CMRG's common
stock. The initial conversion price represents a 35% premium over the last
reported sale price of CMRG's common stock on November 12, 2003, which was $7.89
per share.
This announcement is neither an offer to sell nor a solicitation of
an offer to buy any of these securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer, solicitation or
sale is unlawful.
The securities will not be registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities laws, and
unless so registered, may not be offered or sold in the United States except
pursuant to an exemption from the registration requirements of the Securities
Act and applicable state laws.