UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 47)*
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)
August 6, 2004
(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
5,000,072
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 5,000,072
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,072 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) 14.6%
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
4,123,973
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 4,123,973
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,123,973
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1%
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 Incorporated
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!
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
This amendment to the previously filed Statement on Schedule 13D,
as amended ("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
located at 555 Turnpike Street, Canton, Massachusetts 02021.
ITEM 2. Identity And Background.
Items 2 (a) - (c) and (f) of the Schedule 13D, "Identity and
Background," are deleted in their entirety and replaced with the following:
(a) - (c), (f) This Schedule 13D is being filed jointly by
Jewelcor Management, Inc., Jewelcor Incorporated, S.H. Holdings, Inc.,
Seymour Holtzman and Evelyn Holtzman (the "Reporting Persons").
Jewelcor Management, Inc. ("JMI") is a Nevada corporation which
is primarily involved in investment and management services. The address of
the principal business and principal offices of JMI is 100 N. Wilkes Barre
Blvd., Wilkes Barre, Pennsylvania 18702. The officers and directors of JMI
and their principal occupations and business addresses are set forth on
Schedule I attached to this Schedule 13D. Seymour Holtzman, the Chairman,
Chief Executive and President of JMI, has sole voting and dispositive power
with respect to the shares of Common Stock held by JMI.
JMI is a wholly owned subsidiary of Jewelcor Incorporated, a
Pennsylvania corporation ("Jewelcor") which owns and manages commercial real
estate. The address of the principal business and principal offices of
Jewelcor is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702. The
officers and directors of Jewelcor and their principal occupations and
business addresses are set forth on Schedule II attached to this Schedule 13D.
Jewelcor is a wholly owned subsidiary of S.H. Holdings, Inc., a
Delaware corporation ("SHI") which acts as a holding company. The address of
the principal business and principal offices of SHI is 100 N. Wilkes Barre
Blvd., Wilkes Barre, Pennsylvania 18702. The officers and directors of SHI
and their principal occupations and business addresses are set forth on
Schedule III attached to this Schedule 13D. Seymour Holtzman and Evelyn
Holtzman, his wife, own, as tenants by the entirety, a controlling interest
in SHI.
Seymour Holtzman is a United States citizen whose business
address is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702. Mr.
Holtzman's principal occupation is serving as Chairman of the Board of two
public companies, Casual Male Retail Group, Inc. and MM Companies, Inc. He
also serves as Chairman and Chief Executive Officer of each of JMI, C.D.
Peacock, Inc., a Chicago retail jewelry establishment, and S.A. Peck &
Company, a Chicago based retail and mail order jewelry company.
Evelyn Holtzman is a United States citizen whose business address
is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702.
(d) and (e) During the last five years, no Reporting Person or
other person identified in response to this Item 2 has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors),
or was a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented as follows:
On August 6, 2004, JMI advised Deutsche Bank Alex. Brown ("DB")
that JMI was terminating immediately, the pre-arranged stock
trading plan entered into by JMI and DB on June 9, 2004 (as amended)
pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934
("Exchange Act"), as previously reported in Schedule 13D Amendment
Number 46 filed by the Reporting Persons on June 26, 2004.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented as follows:
On July 15, 2004, the Company granted to Seymour Holtzman stock
options to acquire 200,000 shares of the Company's common stock at $6.27
per share, the closing price of such stock on the date of the grant.
Options on 66,667 shares are currently exercisable and options on
66,666 shares will become exercisable on each of July 15, 2005 and
July 15, 2006.
As of August 9, 2004, JMI beneficially owns an aggregate of
4,123,973 shares of Common Stock. Based upon the Company's Form 10-Q
filed on June 10, 2004, which indicates that there are 34,196,813
shares of Common Stock outstanding, JMI beneficially owns approximately
12.1% of said outstanding shares.
As of August 9, 2004, the Reporting Persons beneficially own
an aggregate of 5,000,072 shares of Common Stock which, based on
34,196,813 shares of Common Stock outstanding, represents approximately
14.6% 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 Exchange Act, as amended. 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 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Item 6 is hereby amended and supplemented as follows:
See Item 4.
Item 7. Material to Be Filed as Exhibits
The following documents are filed as exhibits hereto:
Exhibit 1. August 6, 2004 letter from JMI to DB.
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: August 10, 2004
/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
Schedule I
Directors and Officers of Jewelcor Management, Inc.
Name and Position Principal Occupation Principal Business Address
- ----------------- -------------------- --------------------------
Seymour Holtzman, Chairman, Chief Executive 100 North Wilkes Barre Blvd.
Chairman, Chief Executive Officer, Officer, President Wilkes Barre, Pennsylvania 18702
President Jewelcor Management, Inc.
Richard Huffsmith, Vice President/General Counsel, 100 North Wilkes Barre Blvd.
Vice President and Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
General Counsel
Joseph F. Litchman, Director Consultant to 100 North Wilkes Barre Blvd.
Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
Maria Sciandra, Corporate Secretary, Corporate Secretary 100 North Wilkes Barre Blvd.
Director Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
Schedule II
Directors and Officers of Jewelcor Incorporated
Name and Position Principal Occupation Principal Business Address
- ----------------- -------------------- --------------------------
Seymour Holtzman, Chairman, Chief Executive 100 North Wilkes Barre Blvd.
Chairman, Chief Executive Officer, Officer, President Wilkes Barre, Pennsylvania 18702
President Jewelcor Management, Inc.
Richard Huffsmith, Vice President/General Counsel, 100 North Wilkes Barre Blvd.
Vice President and Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
General Counsel
Joseph F. Litchman, Director and Consultant to 100 North Wilkes Barre Blvd.
Treasurer Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
Maria Sciandra, Corporate Secretary, Corporate Secretary 100 North Wilkes Barre Blvd.
Director Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
Schedule III
Directors and Officers of SH Holdings, Inc.
Name and Position Principal Occupation Principal Business Address
- ----------------- -------------------- --------------------------
Seymour Holtzman, Chairman, Chief Executive 100 North Wilkes Barre Blvd.
Chairman, Chief Executive Officer, Officer, President Wilkes Barre, Pennsylvania 18702
President Jewelcor Management, Inc.
Richard Huffsmith, Vice President/General Counsel, 100 North Wilkes Barre Blvd.
Vice President and Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
General Counsel
Joseph F. Litchman, Director and Consultant to 100 North Wilkes Barre Blvd.
Treasurer Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
Maria Sciandra, Corporate Secretary, Corporate Secretary 100 North Wilkes Barre Blvd.
Director Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702
Exhibit 1
VIA FACSIMILE AND FEDERAL EXPRESS
August 6, 2004
Deutsche Bank Alex. Brown
280 Park Avenue, 3rd Floor
New York, NY 10017
Attn: Christopher Lee
Re: Advanced Instructions to Sell Common Stock between Jewelcor
Management, Inc. and Deutsche Bank Alex.Brown, a division of
Deutsche Bank Securities, Inc., dated June 9, 2004 ("Advanced
Instructions"), as amended by that Amendment Agreement dated
June 9, 2004, (the "Amendment", and together with the Advanced
Instructions, the "Agreement").
Dear Mr. Lee:
Pursuant to the last paragraph of the Advanced Instructions
and paragraph 2(j) of Schedule 1 to the above referenced Agreement,
Jewelcor Management, Inc. hereby terminates the Agreement effective
immediately and requests that Deutsche Bank Alex.Brown revoke and
cease all sales under the Agreement.
Please sign a copy of this letter in the space provided
below and return it to me. Call me if you have any questions.
Sincerely,
Jewelcor Management, Inc.
By: _/s/_____________________
Seymour Holtzman
Chairman and Chief Executive Officer
Accepted:
Deutsche Bank Alex Brown
By: ______________________
Title: _____________________
Date: _____________________
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