-----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, NTH7qs/iC4ZGeLpZjF3s6jqRlJ8fqiUXD7olIianA1KTjqKVYv1/w6BG2isC6T78 F26iHonsVRj7/8HC8qwr9A== 0001056590-03-000017.txt : 20030507 0001056590-03-000017.hdr.sgml : 20030507 20030507172206 ACCESSION NUMBER: 0001056590-03-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030507 GROUP MEMBERS: EVELYN HOLTZMAN GROUP MEMBERS: JEWELCOR INCORPORATED GROUP MEMBERS: JEWELOCR MANAGEMENT, INC. GROUP MEMBERS: S.H. HOLDINGS GROUP MEMBERS: SEYMOUR HOLTZMAN 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38923 FILM NUMBER: 03686824 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: JEWELCOR MANAGEMENT INC CENTRAL INDEX KEY: 0001056590 IRS NUMBER: 232331228 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: 5708226277 MAIL ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 SC 13D/A 1 cmrg13d44.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 44)* 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) April 29, 2003 (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 4,026,859 NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 4,026,859 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER -0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,026,859 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) 11.3% 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 3,884,094 NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 3,884,094 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,884,094 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9% 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 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. 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! 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .001% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. This amendment to the previously filed Statement on Schedule 13D ("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 now located at 555 Turnpike Street, Canton, Massachusetts 02021. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby supplementally amended as follows: On February 19, 2003 Jewelcor Management, Inc. ("JMI") purchased 250,000 shares of Common Stock at a cost of $2.40 per share for a total cost (exluding commissions) of $600,000.00, on February 21, 2003, JMI purchased 200 shares of Common Stock at a cost of $2.14 per share for a total cost (excluding commissions) of $428.00, in each case from funds borrowed by JMI against its margin account with Bear Stearns Securities. Casual Male Retail Group, Inc. ("CMRG") and Jewelcor Management, Inc., entered into an amendment to Consulting Agreement ("Amendment") dated as of April 29, 2003 (exhibit 3). The Amendment amends, modifies and/ or restates that certain Consulting Agreement between CMRG (formerly Designs, Inc.) and JMI dated as of April 29, 2000, as amended by the Letter Agreement dated April 28, 2001 and by the Letter Agreement dated as of April 28, 2002 (hereafter the "Agreement"). The Amendment extends the term of the Agreement for an additional three year period commencing on April 29, 2003 and ending on April 28, 2006. The Amendment will automatically be extended for an additional one year term on each anniversary date of the Agreement unless either party should give the other at least niney days written notice prior to such anniversary date of their intention to terminate the Agreement. Under the terms of the Agreement, JMI will receive as annual compensation $276,000 payable in non-forfeitable, fully paid and non-assessable shares of common stock valued as of the last closing price of CMRG immediately preceding the commencement date of April 29, 2003, and on each anniversary date thereafter during the term of the Agreement. JMI received 70,769 common shares as of April 29, 2003 as compensation under the terms of the Agreement. JMI will also receive reimbursement of actual and direct out-of-pocket expenses incurred by it in rendering the services under the Consulting Agreement. On April 28, 2003, options to purchase 5,000 shares of common stock granted to Seymour Holtzman on April 28, 2000, vested and became exercisable. Seymour Holtzman and Evelyn Holtzman have resigned as custodians for accounts of Chelsea Holtzman, Percy Holtzman, Rivers Holtzman, Temple Holtzman, Olivia Garcia and Sterling Garcia and no longer shares voting power or shared dispositive power with respect to 30,000 shares of the Company's common stock with respect to the above named grandchildren. These shares will no longer be included in any future filings. Item 5. Interest in Securities of the Issuer. Item 5 is hereby supplementally amended as follows: As of May 7, 2003, JMI beneficially owns an aggregate of 3,884,094 shares of Common Stock. Based upon the Company's Form 10-K filed on May 5, 2003 which indicates that there are 35,744,921 shares of Common Stock outstanding, JMI beneficially owns approximately 10.9% of said outstanding shares. As of May 7, 2003, the Reporting Persons collectivelly beneficially own an aggregate of 4,026,859 shares of Common Stock which, based on 35,744,921 shares of Common Stock outstanding, represents approximately 11.3% 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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 7. Material to be Filed as Exhibits. Item 7 is hereby supplementally amended as follows: Exhibit 3 Letter Agreement extending the JMI Consulting Agreement with CMRG 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: May 7, 2003 /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 EX-3 3 extension5.txt Exhibit 3 AMENDMENT TO CONSULTING AGREEMENT APRIL 29, 2003 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 and by Letter Agreement dated as of April 28, 2002 (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. The term of the Agreement shall be extended for an additional period of three (3) years commencing on April 29, 2003 (the "Commencement Date") and ending on April 28, 2006 (the "Expiration Date"). This Agreement shall automatically be extended for an additional one (1) year term on each anniversary date of the Agreement unless either party shall give the other at least ninety (90) days written notice prior to such anniversary date of their intention to terminate this Agreement. 2. 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 $276,000, payable 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. (The number of shares of Common Stock of the Corporation equal to $276,000 on April 28, 2003, the date immediately preceding the Commencement Date, is 70,769 at $3.90 per share), 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. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 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/ Name: Dennis R. Herenreich Title: Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary By: /S/ Name: Arlene C. Feldman Title: Assistant Secretary INDEPENDENT CONTRACTOR: JEWELCOR MANAGEMENT, INC. By:/S/ Seymour Holtzman -----END PRIVACY-ENHANCED MESSAGE-----