CUSIP NO. 148711302
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1.
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Names of Reporting Persons
Coliseum Capital Management, LLC
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,451,501
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,451,501
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,451,501
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
5.0%
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12.
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Type of Reporting Person (See
Instructions)
OO, IA
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Page 2 of 12
CUSIP NO. 148711302
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1.
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Names of Reporting Persons
Coliseum Capital, LLC
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
1,533,704
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,533,704
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,533,704
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
3.2%
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12.
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Type of Reporting Person (See
Instructions)
OO
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Page 3 of 12
CUSIP NO. 148711302
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1.
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Names of Reporting Persons
Coliseum Capital Partners, L.P.
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
1,516,661
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
1,516,661
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,516,661
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
3.1%
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12.
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Type of Reporting Person (See
Instructions)
PN
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Page 4 of 12
CUSIP NO. 148711302
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1.
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Names of Reporting Persons
Coliseum Capital Partners II, L.P.
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
17,043
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
17,043
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
17,043
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
0.04%
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12.
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Type of Reporting Person (See
Instructions)
PN
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Page 5 of 12
CUSIP NO. 148711302
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1.
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Names of Reporting Persons
Blackwell Partners, LLC
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Georgia
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
917,797
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
917,797
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
917,797
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
1.9%
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12.
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Type of Reporting Person (See
Instructions)
OO
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Page 6 of 12
CUSIP NO. 148711302
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1.
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Names of Reporting Persons
Adam Gray
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,451,501
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,451,501
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,451,501
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
5.0%
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12.
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Type of Reporting Person (See
Instructions)
IN
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Page 7 of 12
CUSIP NO. 148711302
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1.
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Names of Reporting Persons
Christopher Shackelton
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,451,501
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,451,501
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,451,501
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
5.0%
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12.
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Type of Reporting Person (See
Instructions)
IN
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Page 8 of 12
CUSIP NO. 148711302
Casual Male
Retail Group, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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555 Turnpike Street
Canton, MA 02021
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(a)
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Name of Person Filing
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This
Schedule 13G is being filed on behalf of Coliseum Capital Management, LLC (“CCM”), Coliseum Capital, LLC (“CC”), Coliseum Capital Partners, L.P. (“CCP”), Coliseum Capital Partners II, L.P. (“CCP2”), Blackwell
Partners, LLC (“Blackwell”), Adam Gray (“Gray”) and Christopher Shackelton (“Shackelton” and together with CCM, CC, CCP, CCP2, Blackwell and Gray, the “Reporting Persons”).
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(b)
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Address of Principal Business office or, if None, Residence
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The address of the principal business and office of the Reporting Persons (other than Blackwell) is Metro Center, 1 Station Place, 7th Floor South, Stamford CT 06902. The address of the principal business
and office of Blackwell is c/o DUMAC, LLC, 406 Blackwell Street, Suite 300, Durham, NC 27701.
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(i)
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CCM is a Delaware limited liability company
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(ii)
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CC is a Delaware limited liability company
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(iii)
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CCP is a Delaware limited partnership
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(iv)
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CCP2 is a Delaware limited partnership
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(v)
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Blackwell is a Georgia limited liability company
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(vi)
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Gray is a United States citizen
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(vii)
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Shackelton is a United States citizen
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(d)
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Title of Class of Securities
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Common Stock, Par Value $0.01 Per Share (the “Common Stock”)
148711302
Page 9 of 12
CUSIP NO. 148711302
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).
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(e)
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¨
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F).
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(g)
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¨
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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¨
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
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(k)
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¨
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Group in accordance with § 240.13d-1(b)(ii)(J).
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If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the
type of institution:
The
information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 5 through 9 and Row 11 of the cover pages hereto is incorporated herein by reference.
The ownership percentage of each Reporting Person set forth in Row 11 of the cover pages hereto has been calculated based on an assumed
total of 48,594,796 shares of Common Stock outstanding as of October 27, 2012, as reported in the Issuer’s Quarterly Report for period ended October 27, 2012 on Form 10-Q, as filed with the Securities and Exchange Commission on
November 16, 2012.
Page 10 of 12
CUSIP NO. 148711302
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the
following
¨
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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The Reporting Persons may be deemed to be members of a group with respect to the Common Stock owned of record by CCP, CCP2 and Blackwell. CCP is the record owner of 1,516,661
shares of Common Stock, CCP2 is the record owner of 17,043, and Blackwell is the record owner of 917,797 shares of Common Stock.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable
By
signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 11 of 12
CUSIP NO. 148711302
SIGNATURES
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.
Dated: November 26, 2012
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COLISEUM CAPITAL MANAGEMENT, LLC
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COLISEUM CAPITAL, LLC
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By:
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/s/ Christopher Shackelton
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By
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/s/ Adam Gray
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Christopher Shackelton, Manager
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Adam Gray, Manager
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COLISEUM CAPITAL PARTNERS, L.P.
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COLISEUM CAPITAL PARTNERS II, L.P.
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By:
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Coliseum Capital, LLC, General Partner
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By:
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Coliseum Capital, LLC, General Partner
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By:
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/s/ Adam Gray
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By:
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/s/ Adam Gray
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Adam Gray, Manager
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Adam Gray, Manager
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BLACKWELL PARTNERS, LLC
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ADAM GRAY
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By:
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Coliseum Capital Management, LLC,
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Attorney-in-fact
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By:
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/s/ Adam Gray
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/s/ Adam Gray
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Adam Gray, Manager
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Adam Gray
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CHRISTOPHER SHACKELTON
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/s/ Christopher Shackelton
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Christopher Shackelton
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Page 12 of 12
EXHIBIT A
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule
13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial
ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings.
The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Date: November 26, 2012
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COLISEUM CAPITAL MANAGEMENT, LLC
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COLISEUM CAPITAL, LLC
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By:
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/s/ Christopher Shackelton
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By
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/s/ Adam Gray
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Christopher Shackelton, Manager
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Adam Gray, Manager
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COLISEUM CAPITAL PARTNERS, L.P.
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COLISEUM CAPITAL PARTNERS II, L.P.
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By:
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Coliseum Capital, LLC, General Partner
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By:
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Coliseum Capital, LLC, General Partner
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By:
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/s/ Adam Gray
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By:
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/s/ Adam Gray
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Adam Gray, Manager
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Adam Gray, Manager
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BLACKWELL PARTNERS, LLC
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ADAM GRAY
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By:
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Coliseum Capital Management, LLC,
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Attorney-in-fact
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By:
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/s/ Adam Gray
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/s/ Adam Gray
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Adam Gray, Manager
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Adam Gray
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CHRISTOPHER SHACKELTON
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/s/ Christopher Shackelton
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Christopher Shackelton
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