-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LwVTsXPIJcwKzFKWq1tBQtpNvd1g97N+J/5f9O26LjoFqwryI5DQkpXjuOT2vIT8 4lL8CD/4yfEp4hPeEjm4mA== 0000950123-02-011648.txt : 20021209 0000950123-02-011648.hdr.sgml : 20021209 20021209154521 ACCESSION NUMBER: 0000950123-02-011648 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASUAL MALE RETAIL GROUP INC CENTRAL INDEX KEY: 0000813298 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 042623104 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38923 FILM NUMBER: 02852309 BUSINESS ADDRESS: STREET 1: 555 TURNPIKE STREET CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 7818215900 MAIL ADDRESS: STREET 1: 555 TURNPIKE STREET CITY: CANTON STATE: MA ZIP: 02021 FORMER COMPANY: FORMER CONFORMED NAME: DESIGNS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLARK ESTATES INC CENTRAL INDEX KEY: 0000927907 IRS NUMBER: 135524538 STATE OF INCORPORATION: NY FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE ROCKEFELLER PLAZA STREET 2: 31ST FLOOR CITY: NYW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2129776900 MAIL ADDRESS: STREET 1: ONE ROCKEFELLER PLAZA STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D 1 y66558sc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Rule 13d-1(a) Under the Securities Exchange Act of 1934 Casual Male Retail Group, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 148711 10 4 (CUSIP Number) Kevin S. Moore President The Clark Estates, Inc. One Rockefeller Plaza, 31st Floor New York, New York 10020 (212) 977-6900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Jeffrey E. LaGueux, Esq. Patterson, Belknap, Webb & Tyler LLP 1133 Avenue of the Americas New York, New York 10036-6710 (212) 336-2000 August 8, 2002 (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 the subject of this Schedule 13D, and is filing this Schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copied of the Schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are sent. (Continued on following pages) (Page 1 of 7 pages) CUSIP NO. 148711 10 4 1. NAME OF REPORTING PERSON I.R.S IDENTIFICATION NO. OF ABOVE PERSON The Clark Estates, Inc. 13-5524538 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7. SOLE VOTING POWER SHARES 2,346,359* (See Item 5.) BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 2,346,359* (See Item 5.) WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 2,346,359* (See Item 5.) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7% (See Item 5.) 14. TYPE OF REPORTING PERSON CO * Includes 934,559 Warrant Shares (as hereinafter defined). (See Item 5.) (Page 2 of 7 pages) ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to shares of Common Stock, par value $.01 per share (the "Common Stock"), of Casual Male Retail Group, Inc., a Delaware corporation formerly named Designs, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 555 Turnpike Street, Canton, Massachusetts 02021. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) This statement is being filed by The Clark Estates, Inc. (the "Reporting Person"), a New York corporation with its principal business address and principal office at One Rockefeller Plaza, 31st Floor, New York, New York 10020. The Reporting Person is principally engaged in the business of providing management and administrative services to certain institutional, corporate, partnership, individual and trust accounts affiliated with the Clark family. Schedule I sets forth the information required by Items 2(a) - (c) and 2(f) of Schedule 13D for each executive officer and director of the Reporting Person. (d) - (e) During the last five years neither the Reporting Person nor (to the best knowledge of the Reporting Person) any of its directors or executive officers has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Effective as of May 14, 2002, Clark Partners I, L.P. ("Clark Partners") purchased from the Issuer in a private placement transaction (i) a 12% Senior Subordinated Note due 2007 in the principal amount of $10,000,000 (the "Initial Note") with interest payable quarterly and a warrant (the "Initial Warrant") to acquire 700,000 shares of Common Stock (the "Initial Warrant Shares") at an exercise price of $0.01 per share and (ii) a 12% Senior Subordinated Note due 2007 in the principal amount of $1,250,000 (the "Subsequent Note" and, together with the Initial Note, the "Notes") with interest payable quarterly and a warrant (the "Subsequent Warrant") to acquire 87,500 shares of Common Stock at an exercise price of $0.01 per share (the "Subsequent Warrant Shares") pursuant to an Amended and Restated Note Agreement (the "Note Agreement"). Effective as of May 14, 2002, Clark Partners purchased from the Issuer in a private placement transaction (i) 14,118 shares of the Issuer's Series B Preferred Stock (the "Preferred Shares") and (ii) warrants (the "Conditional Warrants" and, together with the Initial Warrants and the Subsequent Warrants, the "Warrants") to purchase 147,059 shares of Common Stock (the "Conditional Warrant Shares" and, together with the Initial Warrant Shares and the Subsequent Warrant Shares, the "Warrant Shares") at an exercise price of $8.50 per share for an aggregate purchase price of $6,000,000 pursuant to a Subscription Agreement (the "Subscription (Page 3 of 7 pages) Agreement"). At the time of issuance, the Preferred Shares were non-convertible and the Conditional Warrants were not exercisable, but the Preferred Shares were subject to automatic conversion into shares of Common Stock (in the ratio of 100 shares of Common Stock for each Preferred Share, subject to adjustment in certain circumstances) and the Conditional Warrants were subject to immediate exercise, in each case upon the Issuer's obtaining stockholder approval for the issuance of such shares of Common Stock upon conversion of the Preferred Shares and exercise of the Conditional Warrants. On August 8, 2002, the stockholders of the Issuer approved such issuance and, accordingly, on that date the Preferred Shares were automatically converted into 1,411,800 shares of Common Stock (the "Shares"). Clark Partners is a limited partnership, the general partner of which is Ninth Floor Corporation. The Reporting Person provides management and administrative services to Clark Partners. The purchase price for the Shares and the Notes was provided by funds available for investment by accounts for which the Reporting Person provides management and administrative services. In connection with these private placements, the Issuer agreed pursuant to a Registration Rights Agreement (the "Registration Rights Agreement") to file a Registration Statement with the SEC after obtaining the stockholder approval referred to above with respect to the shares of Common Stock issuable upon conversion of the Series B Preferred Stock and the exercise of the Warrants and certain other warrants issued in connection with these private placements. Such Registration Statement has been filed and is currently effective. ITEM 4. PURPOSE OF TRANSACTION The purpose of the purchase of the Shares and the acquisition of the Warrants was for investment. The Reporting Person currently does not have any plans or proposals of the type set forth in Paragraphs (a) through (j) of Item 4 of Schedule 13D, except that the Reporting Person may acquire additional shares of the Common Stock in open market transactions for investment purposes and may dispose of shares of Common Stock in open market transactions or otherwise. Any decision of the Reporting Person either to purchase additional shares of the Common Stock or to dispose of any of such shares will take into account various factors, including general economic and stock market conditions. Stephen M. Duff, an employee of the Reporting Person, is a member of the Board of Directors of the Issuer. (As a director, Mr. Duff has been granted options to purchase 30,000 shares of the Common Stock, 10,000 of which are vested.) Mr. Duff is also the holder of 1,682 shares of Common Stock. Such shares have not been included in the number of shares beneficially owned by the Reporting Person. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The 2,346,359 shares of Common Stock beneficially owned by the Reporting Person, which includes the Warrant Shares, all of which are held of record by Clark Partners, constitute approximately 6.7% of the outstanding shares of the Common Stock, computed in accordance with the provisions of SEC Rule 13d-3(d)(1) (based upon an aggregate of 34,115,807 outstanding shares of the Common Stock as of September 16, 2002, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended August 3, 2002). (Page 4 of 7 pages) (b) The Reporting Person has the sole power to vote or to direct the vote and to dispose of or direct the disposition of the shares of the Common Stock referred to above. (c) Neither the Reporting Person, nor any of the accounts referred to above, nor (to the best knowledge of the Reporting Person) any of its executive officers or directors has effected any transaction in the Common Stock during the 60 days preceding the date hereof. (d) The accounts referred to in Item 3 have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares and the Warrant Shares. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Except for the Note Agreement, the Subscription Agreement and the Registration Rights Agreement, neither the Reporting Person nor (to the best knowledge of the Reporting Person) any of its executive officers or directors has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of such securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. The Issuer granted shelf and piggyback resale registration rights to Clark Partners with respect to the Shares and the Warrant Shares pursuant to the Registration Rights Agreement. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Not applicable. (Page 5 of 7 pages) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 9, 2002 THE CLARK ESTATES, INC. By: /S/ KEVIN S. MOORE Name: Kevin S. Moore Title: President (Page 6 of 7 pages) Schedule I DIRECTORS AND EXECUTIVE OFFICERS OF THE CLARK ESTATES, INC.
NAME PRINCIPAL OCCUPATION NAME, PRINCIPAL BUSINESS AND ADDRESS OF EMPLOYER - ---- -------------------- ------------------------------------------------ Jane Forbes Clark Chairman and Director The Clark Estates, Inc. Management Services One Rockefeller Plaza, 31st Floor New York, New York 10020 Kevin S. Moore President and Director The Clark Estates, Inc. Management Services One Rockefeller Plaza, 31st Floor New York, New York 10020 Anne L. Peretz Director The Clark Estates, Inc. Management Services One Rockefeller Plaza, 31st Floor New York, New York 10020 Eric L. Straus Senior Vice President and The Clark Estates, Inc. Director Management Services One Rockefeller Plaza, 31st Floor New York, New York 10020 Marshall F. Wallach Director, The Clark Estates, The Wallach Corporation Inc. Investment Banking President, The Wallach 1401 17th Street, Suite 750 Corporation Denver, Colorado 80202 Richard C. Vanison Vice President and Treasurer The Clark Estates, Inc. Management Services One Rockefeller Plaza, 31st Floor New York, New York 10020 William T. Burdick Secretary The Clark Estates, Inc. Management Services One Rockefeller Plaza, 31st Floor New York, New York 10020
All of the executive officers and directors of The Clark Estates, Inc. are United States citizens. (Page 7 of 7 pages) -----END PRIVACY-ENHANCED MESSAGE-----