SEC Info - Jewelcor Management Inc, et al. - ‘SC 13D/A’ on 5/7/03 re: Destination XL Group, Inc.

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Jewelcor Management Inc, et al. – ‘SC 13D/A’ on 5/7/03 re: Destination XL Group, Inc.

On: Wednesday, 5/7/03, at 5:22pm ET · Accession #: 1056590-3-17 · File #: 5-38923

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer

 5/07/03  Jewelcor Management Inc           SC 13D/A               2:16K  Destination XL Group, Inc.
          Evelyn Holtzman
          Jewelcor Incorporated
          Jewelocr Management, Inc.
          S.H. Holdings
          Seymour Holtzman

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           9±    32K 
                          Ownership                                              
 2: EX-3        Articles of Incorporation/Organization or By-Laws      2±    11K

SC 13D/A — Amendment to General Statement of Beneficial Ownership
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Common Stock Interest in Securities of the Issuer Is Hereby Supplementally Amended as Follows: Material to be Filed as Exhibits Schedule 13D Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
"	Schedule 13D
"	Common Stock
"	Item 1. Security and Issuer
"	Item 3. Source and Amount of Funds or Other Consideration
"	Item 3. Is Hereby Supplementally Amended as Follows:
"	Item 5. Interest in Securities of the Issuer
"	Item 7. Material to be Filed as Exhibits


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

Dates Referenced Herein and Documents Incorporated by Reference

This ‘SC 13D/A’ Filing	Date	Other Filings

	4/28/06
Filed on:	5/7/03
	5/5/03	10-K
	4/29/03
	4/28/03
	2/21/03
	2/19/03
	4/28/02
	4/28/01
	4/29/00	10-Q
	4/28/00	10-K405, 8-K
		List all Filings

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Filing Submission 0001056590-03-000017 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Jewelcor Management Inc, et al. – ‘SC 13D/A’ on 5/7/03 re: Destination XL Group, Inc.

On: Wednesday, 5/7/03, at 5:22pm ET · Accession #: 1056590-3-17 · File #: 5-38923

Previous ‘SC 13D’: ‘SC 13D/A’ on 3/20/03 · Next: ‘SC 13D/A’ on 7/11/03 · Latest: ‘SC 13D/A’ on 3/14/08

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D/A — Amendment to General Statement of Beneficial OwnershipDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D/A — Amendment to General Statement of Beneficial Ownership
Document Table of Contents