Filed Pursuant to Rule 424(b)(3)
Registration No. 333-112598
PROSPECTUS SUPPLEMENT NO. 6
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 March 11, 2005.
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 February 28,
2005, 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.
Other Shares of
Common Stock
Beneficially
Owned Before
Aggregate Shares of the Offering
Principal Common Stock and Assumed to
Amount of Notes Percentage of Issuable Upon be Owned
Beneficially Common Stock Conversion of Following the Percentage of
Owned and Notes Outstanding the Notes Offering Outstanding
Name* Offered ** *** ****
- ------------------------------------------ --------------- ----------------- ------------- --------------- -------------
ACE Tempest Reinsurance Ltd.(1) 120,000 - 11,268 None -
Delta Air Lines Master Trust(1) 225,000 - 21,128 None -
Gaia Offshore Master Fund, Ltd(2) 2,250,000 - 211,275 None -
- ------------------------
(1) Oaktree Capital Management, LLC ("Oaktree") serves as investment advisor
to the selling securityholder and has voting and investment power in
regard to its securities listed on this table. Mr. Andrew Watts is a
managing director of Oaktree and is the portfolio manager for the selling
securityholder. Oaktree and its employees and members disclaim beneficial
ownership of such shares of common stock.
(2) Promethean Asset Management, LLC serves as investment advisor to the
selling securityholder and has voting and investment power in regard to
its securities listed on this table. Promethean Asset Management, LLC
disclaim
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Other Shares of
Common Stock
Beneficially
Owned Before
Aggregate Shares of the Offering
Principal Common Stock and Assumed to
Amount of Notes Percentage of Issuable Upon be Owned
Beneficially Common Stock Conversion of Following the Percentage of
Owned and Notes Outstanding the Notes Offering Outstanding
Name* Offered ** *** ****
- -------------------------------------------- --------------- ----------------- ------------- --------------- -------------
General Motors Employees Global Group
Pension Trust(1) 545,000 - 51,176 None -
General Motors Foundation, Inc.(1) 60,000 - 5,634 None -
HCA Multi-Strategy Trust(1) 175,000 - 16,433 None -
Lyxor/Gaia II Fund Ltd.(2) 750,000 - 70,425 None -
OCM Global Convertible Securities Fund(1) 60,000 - 5,634 None -
OCM High Income Convertible Fund II Limited
Partnership(1) 215,000 - 20,189 None -
OCM High Income Convertible Limited
Partnership(1) 535,000 - 50,237 None -
RenaissanceRe Holdings Ltd.(1) 270,000 - 25,353 None -
Richard King Mellon Foundation(1) 130,000 - 12,207 None -
San Diego County Employee's Retirement
Association(1) 60,000 - 5,634 None -
The Long-Term Investment Trust(1) 845,000 - 79,346 None -
Tripar Partnership(1) 120,000 - 11,268 None -
Virginia Retirement System(1) 640,000 - 60,096 None -
* 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.
- ---------------------
beneficial ownership of such shares of common stock. The selling securityholder
is an affiliate of Promethean Capital Group LLC, a registered broker-dealer.
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*** 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 34,217,796 outstanding shares of CMRG as of December 1, 2004,
none of these selling securityholders would beneficially own 1% or more of
the outstanding shares following the sale of securities in the offering.
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