SC 13D/A 1 cl731651-13da2.txt 2ND AMENDMENT TO GEN. STATE. OF BEN. OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No. 2)* Casual Male Retail Group, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share -------------------------------------------------------------------------------- (Title of Class of Securities) 148711104 ------------------------------------------------- (CUSIP Number) Chilton Investment Company, LLC 1266 East Main Street, 7th Floor Stamford, CT 06902 (203) 352-4000 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 26, 2006 -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *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 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). ---------------------------- ------------------------- CUSIP No. 148711104 SCHEDULE 13D Page 2 of 4 Pages ---------------------------- ------------------------- -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Chilton Investment Company, LLC -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ](b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF, OO -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 7,943,651 NUMBER OF ---------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH --------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 7,943,651 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,943,651 -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IA -------------------------------------------------------------------------------- ---------------------------- ------------------------- CUSIP No. 148711104 SCHEDULE 13D Page 3 of 4 Pages ---------------------------- ------------------------- ITEM 1. Security and Issuer. The Schedule 13D (the "Schedule 13D") initially filed by Chilton Investment Company, LLC (the "Reporting Person") on May 9, 2006 relating to the common stock, par value $0.01 per share (the "Common Stock") of Casual Male Retail Group, Inc., a Delaware corporation (the "Issuer"), as amended by Amendment No. 1 to the Schedule 13D filed on June 9, 2006 is hereby amended by this Amendment No. 2 to the Schedule 13D to report a change in beneficial ownership. The Schedule 13D is amended as follows: ITEM 5. Interest in Securities of the Issuer. Item 5(a) is hereby supplemented by the addition of the following: (a) As of the date hereof, the Reporting Person is deemed to be the beneficial owner (through its control of the Client Accounts) of 7,943,651 shares (including 690,092 shares that can be acquired by the Client Accounts pursuant to immediately convertible 5% convertible senior subordinated noted due 2024) representing 22.68% of the Issuer's Common Stock. The foregoing calculations are based on 35,022,367 shares of Common Stock issued and outstanding as of June 15, 2006 according to publicly available filings of the Issuer together with 690,092 shares that can be acquired by the Client Accounts pursuant to immediately convertible 5% convertible senior subordinated notes due 2024 for a total of 35,712,459 shares. Item 5(c) is hereby supplemented by the addition of the following: (c) The number of shares and the price per share of all transactions effected by the Reporting Person since its last filing are as follows: o On June 14, 2006, 6,890 shares of Common Stock were sold through Merrill Lynch at a price per share of $9.6200. o On June 16, 2006, 1,349 shares of Common Stock were purchased through Credit Suisse First Boston ALGO at a price per share of $9.7326. o On June 20, 2006, 61,947 shares of Common Stock were purchased through Weeden & Co. at a price per share of $9.8256. o On June 21, 2006, 10,940 shares of Common Stock were sold through Merrill Lynch ALGO at a price per share of $9.7773. o On June 26, 2006, 75,000 shares of Common Stock were purchased through Weeden & Co. at a price per share of $9.7598. o On June 26, 2006, 125,000 shares of Common Stock were purchased through Credit Suisse First Boston ALGO at a price per share of $9.7598. o On June 27, 2006, 80,000 shares of Common Stock were purchased through Weeden & Co. at a price per share of $9.6000. o On June 27, 2006, 20,000 shares of Common Stock were purchased through ITG Channel at a price per share of $9.5550. ---------------------------- ------------------------- CUSIP No. 148711104 SCHEDULE 13D Page 4 of 4 Pages ---------------------------- ------------------------- o On June 28, 2006, 1,422 shares of Common Stock were purchased through Merrill Lynch ALGO at a price per share of $9.6393. 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: June 29, 2006 Chilton Investment Company, LLC By: /s/ James Steinthal ------------------------------------- James Steinthal Managing Director