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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
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 24, 2004
0-15898
(Commission File Number)
______________________________
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)
______________________________
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act(17 CFR 240.13e-4(c))
ITEM 1.01 Entry into a Material Definitive Agreement.
On November 24, 2004, the Company entered into an Asset Purchase Agreement with
Hub Holding Corp., an affiliate of Sun Capital Partners, Inc. ("Hub Holding"),
pursuant to which the Company sold 32 of its remaining Levi's(r)/Dockers(r)
outlet stores to Hub Holding. The closing of the transaction occurred on
November 24, 2004. Since fiscal 2002, the Company has been in the process of
closing all of its Levi's(r)/Dockers(r) stores with the intention to eventually
exit the business completely.
The sale price was approximately $12.8 million in cash, subject to adjustment
based on the valuation of inventory at closing. In addition, the Company is
also entitled to an earn out payment based on the stores' financial performance
through January 31, 2005, up to a maximum of $500,000.
As part of the Asset Purchase Agreement, Hub Holding assumed all outstanding
accounts payables and accrued liabilities, incurred in the ordinary course of
business, including the remaining lease obligations for these 32 store
locations.
Pursuant to the Asset Purchase Agreement, the Company and Hub Holding also
entered into a Transition Services Agreement pursuant to which the Company will
provide to Hub Holding and certain of its affiliates certain transitional
services for a period of up to four months.
The Company expects to use the proceeds from the sale to reduce borrowings under
its credit facility. The Company will file the Asset Purchase Agreement as part
of its Quarterly Report on Form 10-Q for the quarter ended October 30, 2004.
ITEM 7.01 Regulation FD Disclosure.
On November 29, 2004, the Company issued a press release announcing the
completion of its sale of 32 of its remaining Levi's(r)/Dockers(r) Outlet
stores to Hub Holding. A copy of the press release is attached hereto as Exhibit
99.1.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
- ---------- ------------
99.1 Press Release dated November 29, 2004 announcing
Casual Male Retail Group, Inc. completion of sale of its
Levi's(r)/Dockers(r) outlet stores.
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
---------------------------
Name: Dennis R. Hernreich
Title: Executive Vice President
and Chief Financial Officer
Date: December 1, 2004
For Information, Contact:
Company Contact:
Jeff Unger, Investor Relations
(561) 514-0115
Andrew Bard, Weber Shandwick
(212) 445-8368
Casual Male Retail Group, Inc. Completes the Sale of its
Levi's(r)/Dockers(r) Outlet Stores
CANTON, MA, Nov. 29, 2004 -- Casual Male Retail Group, Inc. (Nasdaq:
CMRG), retail brand operator of Casual Male Big & Tall and Rochester
Big & Tall, and the exclusive retailer of George Foreman's clothing
collection, announces the completion of its previously announced sale
of its 32 remaining Levi's(r)/Dockers(r) Outlet stores to Hub Holding Corp.
The sale price was approximately $12.8 million in cash and the buyer
will assume all normal business obligations and lease obligations of
the remaining 32 stores. The proceeds from the sale will be used to
reduce Casual Male's outstanding debt under its revolving line of
credit.
"The sale comes at a very opportune time for Casual Male, as we begin
our integration of the Rochester brand and the start of the holiday
season," said David Levin, President and Chief Executive Officer of
Casual Male Retail Group, Inc. "We are focused on driving traffic to
our stores and providing an enjoyable shopping experience to our
customers."
"We are delighted to complete this transaction on a basis that is good
for all parties involved, Casual Male, Hub Holding Corp., an affiliate
of Sun Capital, and the dedicated employees of the Levi's(r)/Dockers(r)
outlet stores," said Seymour Holtzman, Chairman of Casual Male Retail
Group, Inc.
CMRG, the largest retailer of big and tall men's apparel, operates 496
Casual Male Big & Tall stores, the Casual Male e-commerce site, Casual
Male catalog business, and 22 Rochester Big & Tall stores and direct to
consumer business. The Company is headquartered in Canton,
Massachusetts and its common stock is listed on the Nasdaq National
Market under the symbol "CMRG."
This press release contains forward-looking statements within the
meaning of the federal securities laws. The discussion of forward-
looking information requires management of the Company to make certain
estimates and assumptions regarding the Company's strategic direction
and the effect of such plans on the Company's financial results. The
Company's actual results and the implementation of its plans and
operations may differ materially from forward-looking statements made
by the Company in this press release due to numerous factors.
Furthermore, the Company encourages readers to refer to its prior
filings with the Securities and Exchange Commission, including, without
limitation, its Current Report on Form 8-K filed on April 14, 2004,
that set forth certain risks and uncertainties that may have an impact
on future results and direction of the Company.