Filed Pursuant to Rule 424(b)(3)
Registration No. 333-112598
PROSPECTUS SUPPLEMENT NO. 3
TO PROSPECTUS DATED APRIL 21, 2004
CASUAL MALE RETAIL GROUP, INC.
$100,000,000 Principal Amount of
5% Convertible Subordinated Notes Due 2024
and
Shares of Common Stock Issuable Upon Conversion of the Notes
-----------------
This prospectus supplement relates to the resale by the selling
securityholders (including their transferees, pledgees or donees or their
successors) of up to $100 million aggregate principal amount of 5% Convertible
Subordinated Notes due 2024 issued by Casual Male Retail Group, Inc. and the
shares of common stock issuable upon conversion of the notes.
This prospectus supplement should be read in conjunction with the
prospectus dated April 21, 2004, which is to be delivered with this prospectus
supplement, and this prospectus supplement is qualified by reference to the
prospectus, except to the extent that the information in this prospectus
supplement supercedes the information contained in the prospectus. This
prospectus supplement is not complete without, and may not be delivered or
utilized except in connection with, the prospectus, including any amendments or
supplements to it.
Investing in the notes or the common stock offered by the prospectus
involves risks that are described in the "Risk Factors" section beginning on
page 8 of the prospectus.
-----------------
Neither the Securities and Exchange Commission, any state securities
commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus supplement is truthful or complete.
Any representation to the contrary is a criminal offense.
-----------------
The date of this prospectus supplement is July 7, 2004.
The information in the table appearing under the heading "Selling
Securityholders" beginning on page 46 of the prospectus is amended by adding the
information below with respect to persons not previously listed in the
prospectus, and by superceding the information with respect to persons listed in
the prospectus that are listed below.
The following table sets forth certain information as of June 29, 2004,
except where otherwise noted, concerning the principal amount of notes
beneficially owned by each selling securityholder and the number of shares of
common stock that may be offered from time to time by each selling
securityholder under this prospectus. The information is based on information
provided by or on behalf of the selling securityholders. The number of shares of
common stock issuable upon conversion of the notes shown in the table below
assumes conversion of the full amount of notes held by each holder at an initial
conversion price of $10.65 per share. This conversion price is subject to
adjustments in certain circumstances. Because the selling securityholders may
offer all or some portion of the notes or the common stock issuable upon
conversion of the notes, we have assumed for purposes of the table below that
the named selling securityholders will sell all of the notes or convert all of
the notes and sell all of the common stock issuable upon conversion of the notes
offered by this prospectus. In addition, the selling securityholders identified
below may have sold, transferred or otherwise disposed of all or a portion of
their notes since the date on which they provided the information regarding
their notes in transactions exempt from the registration requirements of the
Securities Act. Information about the selling securityholders may change over
time. Any changed information given to us by the selling securityholders will be
set forth in prospectus supplements if and when necessary.
2
Other
Shares of
Common Stock
Shares of Beneficially
Aggregate Common Owned
Principal Stock Before the
Amount of Issuable Offering Percentage
Notes Percentage Upon and Assumed of Common
Beneficially of Notes Conversion to be Owned Stock
Owned and Outstanding of the Notes Following Outstanding
Name* Offered ** *** the Offering ****
- --------------------------------- ------------ ----------- ------------ ------------- -----------
DBAG London 7,765,000(1) 7.8% 729,736 None 2.1%
HFR CA Select Fund 1,300,000(2) - 122,070 None -
Newport Alternative Income Fund 1,206,000(3) - 113,243 None -
San Diego County Employee Retirement
Association 3,000,000(4) 3% 281,700 None -
Silvercreek II Limited 3,253,000(5) 3.3% 305,457 None -
Silvercreek Limited Partnership 5,302,000(6) 5.3% 497,858 None 1.4%
Zazove Income Fund, L.P. 1,650,000(7) - 154,935 None -
- ---------------
(1) Dan Azzi exercises voting and investment power over such securities on
behalf of DBAG London. DBAG London is affiliated with Deutsche Bank
Securities Inc., a registered broker-dealer.
(2) Zazove Associates, LLC is the investment advisor for HFR CA Select Fund
with respect to the securities listed on the table. Gene T. Prelti
exercises investment and voting control on behalf of Zazove Associates,
LLC.
(3) Silvercreek Management Inc. is the investment advisor for Newport
Alternative Income Fund with respect to the securities listed on the table.
Louise Morwick and Bryn Joynt, respectively President and Vice President of
Silvercreek Management Inc., exercise voting and investment power of such
securities.
(4) Zazove Associates, LLC is the investment advisor for San Diego County
Employee Retirement Association with respect to the securities listed on
the table. Gene T. Prelti exercises voting and investment power over such
securities.
(5) Silvercreek Management Inc. is the investment advisor for Silvercreek II
Limited with respect to the securities listed on the table. Louise Morwick
and Bryn Joynt, respectively President and Vice President of Silvercreek
Management Inc., exercise voting and investment power of such securities.
(6) Silvercreek Management Inc. is the investment advisor for Silvercreek
Limited Partnership with respect to the securities listed on the table.
Louise Morwick and Bryn Joynt, respectively President and Vice President of
Silvercreek Management Inc., exercise voting and investment power of such
securities.
(7) Zazove Associates LLC is the general partner of Zazove Income Fund, L.P.
with respect to the securities listed on the table. Gene T. Prelti
exercises investment and voting control on behalf of Zazove Associates,
LLC.
3
- --------------------
* Other selling securityholders may be identified at a later date.
Certain selling securityholders are, or are affiliates of, registered
broker-dealers. These selling securityholders have represented that they
acquired their securities in the ordinary course of business and, at the
time of the acquisition of the securities, had no agreements or
understandings, directly or indirectly, with any person to distribute the
securities. To the extent that we become aware that any such selling
securityholders did not acquire its securities in the ordinary course of
business or did have such an agreement or understanding, we will file a
post-effective amendment to registration statement of which this
prospectus is a part to designate such person as an "underwriter" within
the meaning of the Securities Act of 1933.
** Unless otherwise noted, none of these selling securityholders would
beneficially own 1% or more of the outstanding Notes.
*** Assumes conversion of all of the holder's notes at our initial conversion
rate of approximately 93.90 shares of common stock per 1,000 principal
amount of the notes. This conversion rate is subject to adjustment as
described under "Description of Notes--Conversion." As a result, the
number of shares of common stock issuable upon conversion of the notes may
change in the future. Excludes shares of common stock that may be issued
by us upon the repurchase of the notes and fractional shares. Holders will
receive a cash adjustment for any fractional share amount resulting from
conversion of the notes, as described under "Description of
Notes--Conversion."
**** Based on the 35,073,153 outstanding shares of CMRG as of January 31, 2004,
none of these selling securityholders would beneficially own 1% or more of
the outstanding shares following the sale of securities in the offering.
4