View:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 48)*
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)
December 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
5,279,705
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 5,279,705
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,279,705 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) 15.4%
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
4,170,273
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 4,170,273
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,170,273
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2%
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.
No Amendment
Item 3. Source and Amount of Funds or Other Consideration.
Item 3. is hereby supplementally amended as follows:
On December 7, 2004, Jewelcor Management Inc. ("JMI") purchased
24,100 shares of the Company's Common Stock at a total cost (including fees)
of $109,622.76 from funds borrowed by JMI against its margin account with
Spear, Leeds & Kellogg. On December 7, 2004, JMI purchased through Fidelity
Brokerage Services 22,200 shares of the Company's Common Stock at a total
cost (including fees) of $99,290.00 from its corporate funds.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented as follows:
On or about December 6, 2004, JMI executed in final form amendments
to the Consulting Agreement with Casual Male Retail Group, Inc. dated
as of April 26, 2004 and August 26, 2004, respectively, which amend and
restate certain portions of the Consulting Agreement as previously amended.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented as follows:
On August 31, 2004, the Company granted to Seymour Holtzman
two stock option grants to acquire 100,000 shares each or 200,000
shares in total of the Company's common stock at $5.89 per share,
the closing price of such stock on the date of the grants. On the
first grant, options for 33,334 shares are currently exercisable
and options for 33,333 shares will become exercisable on each of
August 31, 2005 and August 31, 2006. On the second grant, options
for 100,000 shares will automatically vest on August 31, 2011;
however, if the Company meets certain performance criteria for the
fiscal year ending January 29, 2005, the exercisability of the
stock options will automatically be accelerated such that options
for 33,334 shares will become exercisable immediately and options
for 33,333 shares will become exercisable on each of August 31, 2005
and August 31, 2006.
As of December 14, 2004, JMI beneficially owns an aggregate of
4,170,273 shares of Common Stock. Based upon the Company's Form 10-Q
for the period ending October 30, 2004 filed on December 9, 2004, which
indicates that there are 34,217,796 shares of Common Stock outstanding,
JMI beneficially owns approximately 12.2% of said outstanding shares.
As of December 14, 2004, the Reporting Persons beneficially own
an aggregate of 5,279,705 shares of Common Stock, which based on
34,217,796 shares of Common Stock outstanding, represents approximately
15.4% 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. Amendment To Consulting Agreement dated as of August 26, 2004.
Exhibit 2. Amendment To Consulting Agreement dated as of April 26, 2004.
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: December 14, 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
Exhibit 1.0
AMENDMENT TO CONSULTING AGREEMENT
August 26, 2004
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,
by Letter Agreement dated as of April 28, 2002, by Amendment to
Consulting Agreement dated as of April 29, 2003 and by Amendment to
Consulting Agreement dated as of April 26, 2004, (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.Effective as of May 1, 2004, 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 $392,000 payable, at the election of the
Independent Contractor, either in cash or 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, and (b) $24,000 payable in monthly
installments of $2,000 per month for the reimbursement of expenses
incurred by the Independent Contractor in the rendering of Services
under the Agreement.
Section 4 of the Agreement is further amended to add the following
provision:
4.5 Bonus
The Independent Contraction is eligible to participate in the
Company's Executive Incentive Program, pursuant to which the
Independent Contractor may earn a receive a Bonus Award Payout up
to $440,000, if the Company achieves certain specific sales and
EBITDA thresholds as described in the Executive Incentive Program.
A copy of the Executive Incentive Program is attached hereto.
This Agreement must be in force at the end of the respective fiscal
year and at the time the bonus is distributed to be eligible to
receive such payout.
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.
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:
Name: David Levin
Title: President and Chief Executive Officer
By:
Name: Dennis R. Hernreich
Title: Executive Vice President, Chief
Operating Officer, Chief Financial Officer, Treasurer and Secretary
INDEPENDENT CONTRACTOR:
JEWELCOR MANAGEMENT, INC.
By:
Name: Seymour Holtzman
Title: Chief Executive Officer
EXHIBIT 2.0
AMENDMENT TO CONSULTING AGREEMENT
April 26, 2004
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, by Letter Agreement dated as
of April 28, 2002 and by Amendment to Consulting Agreement dated as of
April 29, 2003, (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.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 $326,000.00
payable, at the election of the Independent Contractor, either in cash or
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, 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.
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/ David Levin
Name: David Levin
Title: President and Chief Executive Officer
By: /s/ Dennis R. Hernreich
Name: Dennis R. Hernreich
Title: Executive Vice President, Chief Operating Officer, Chief Financial
Officer, Treasurer and Secretary
INDEPENDENT CONTRACTOR:
JEWELCOR MANAGEMENT, INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: Chief Executive Officer