SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION TO BE IN INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
(Amendment No. 12)
DESTINATION XL GROUP, INC.
(Name of Issuer)
(Title of Class of Securities)
600 Fifth Avenue, 11th Floor
New York, New York 10020
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 11, 2018
(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), 13d-1(f) or 13d-1(g), check the following box [X].
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule13d-7(b) for other parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure 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 notes).
|CUSIP No. 25065K104||13D/A||Page 2 of 7 Pages|
NAME OF REPORTING PERSON
Glenn J. Krevlin
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☒
SEC USE ONLY
SOURCE OF FUNDS*
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
SOLE VOTING POWER
4,104,751 (See Item 4)
SHARED VOTING POWER
SOLE DISPOSITIVE POWER
4,104,751 (See Item 4)
SHARED DISPOSITIVE POWER
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,104,751 (See Item 4)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.35% (See Item 4)
TYPE OF REPORTING PERSON*
|Item 1.|| |
Security and Issuer.
This statement relates to the common stock, $0.01 par value (the Common Stock), of Destination XL Group, Inc. (the Company). The principal executive office of the Company is located at 555 Turnpike Street, Canton, Massachusetts 02021.
All information contained in this Schedule 13D is, after reasonable inquiry and to the best of Mr. Krevlins knowledge and belief, true, complete and correct as of the date of this Schedule 13D.
|Item 2.|| |
Identity and Background.
(a) This statement is being filed by Glenn J. Krevlin.
(b) The principal business address of Mr. Krevlin is 600 Fifth Avenue, 11th Floor, New York, New York.
(c) The principal business of Mr. Krevlin is to manage personal investments.
(d) Mr. Krevlin has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Krevlin has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.
(f) Mr. Krevlins place of citizenship is the United States of America.
|Item 3.|| |
Source and Amount of Funds or Other Consideration.
As more fully described under Item 4 below, the decrease in percentage of the Companys securities held by Mr. Krevlin occurred as a result of the winding down of certain funds previously managed by Mr. Krevlin and entities controlled by Mr. Krevlin. In connection with the winding down of such funds, the shares of Common Stock of the Company were distributed to the members of the funds, including to entities controlled by Mr. Krevlin and to members of Mr. Krevlins family, over whose accounts Mr. Krevlin has sole voting and dispositive control. In addition, the decrease in percentage of the Companys securities held by Mr. Krevlin occurred as a result of the termination of a relationship by which an entity controlled by Mr. Krevlin acted as investment manager for certain third party accounts. Previously, 1,413,361 shares of Common Stock were held in such third party managed accounts. Furthermore, Mr. Krevlin sold 539,720 shares of Common Stock prior to the winding down of the funds that previously owned the Common Stock and purchased, through an entity controlled by Mr. Krevlin, 37,284 shares of Common Stock using personal funds in the open market in the last 60 days.
|Item 4.|| |
Purpose of Transaction.
Mr. Krevlin acquired the Common Stock based on Mr. Krevlins belief that such an investment represented an attractive investment opportunity. Mr. Krevlin may purchase additional securities, if Mr. Krevlin deems that such a transaction represents an attractive investment opportunity, or may similarly dispose of such securities to meet its investment objectives.
During 2018, various funds managed and advised by entities controlled by Mr. Krevlin, including Glenhill Capital Overseas Master Fund, LP, were wound down. The assets of such funds were distributed to its members, including to entities controlled by Mr. Krevlin and to members of Mr. Krevlins family, over whose accounts Mr. Krevlin has sole voting and dispositive control. Following the completion of such distributions, the termination of the relationship with third party managed accounts and the open market transactions described in Item 3 above, Mr. Krevlin has sole voting and dispositive control over 4,104,751 of Common Stock and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Plans or Proposals of the Reporting Person
On September 11, 2018, Mr. Krevlin sent to the Board of Directors of the Company the letter attached as Exhibit 1 hereto. In the letter, Mr. Krevlin indicated his interest in joining the Board of Directors of the Company and his concern with respect to the search for a new CEO of the Company.
Except as set forth above, Mr. Krevlin has no plans or proposals that relate to or would result in (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Companys business or corporate structure; (g) changes in the Companys memorandum and articles of association and instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
|Item 5.|| |
Interest in Securities of the Issuer.
(a) Mr. Krevlin owns 4,104,751 shares of Common Stock, which constitute approximately 8.35% of the Companys Common Stock.
(b) Mr. Krevlin has sole power to vote and sole power to dispose or direct the disposition of the Common Stock reported by Mr. Krevlin.
(c) Except as described in Item 3 and 4 of this Statement, there have been no transactions effected with respect to the Common Stock within the past 60 days of the date hereof by Mr. Krevlin.
(d) No person(s) other than Mr. Krevlin and the entities and accounts over which he has sole voting and dispositive control is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock beneficially owned by Mr. Krevlin.
(e) Not applicable.
|Item 6.|| |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Other than as described herein, there are no contracts, arrangements, understandings or relationships between Mr. Krevlin and any other person, with respect to the securities of the Company.
|Item 7.|| |
Material to be Filed as Exhibits.
|Exhibit 1||Letter to the Board of Directors of Destination XL Group, Inc.|
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 11, 2018
|/s/ Glenn J. Krevlin|
|Glenn J. Krevlin|
September 11, 2018
Glenn J. Krevlin
600 Fifth Avenue, 11 FL
New York, NY 10020
Destination XL Group, Inc.
555 Turnpike Street
Canton, MA 02021
To the Board of Directors:
I have had an equity interest in Destination XL Group Inc. (DXLG or the Company) since 2001, actively listening to nearly every earnings call and meeting with management many times over the years. I also participated in the evolution of the Company while a portfolio manager at Glenhill Capital, where we invested in the capital raise to finance the acquisition of Casual Male. During my tenure at Glenhill Capital, we were one of the largest shareholders of the Company until we began winding down operations in June of this year. Today, I along with family members own about 4.1 million shares of the Company.
I have followed the retail sector since 1989. While running Glenhill Capital, I served on the Board of Directors of Restoration Hardware from 2001-2012. My firm participated in the transaction to take this company private and, after a successful reorganization, the company went public again in 2012. I was also the largest shareholder of Design Within Reach, a modern furniture retailer, from July 2009 till it was sold to Herman Miller in July 2015. While a shareholder of Design Within Reach, I served as Interim Chairman and CEO and played an active role in hiring a new management team and a turnaround strategy. I was asked to continue serving on the Board of Directors after the sale, which I currently do.
Given my experience, I believe that I am quite knowledgeable with the history and current state of the DXLGs business. I have previously expressed an interest in joining the Board of Directors of the Company in June of this year, and subsequently had conversations with Will Mesdag, who was open to the idea along with two other members of the board John Kyees and Mitchell Presser. I am writing today to affirm my interest in joining the Board of Directors and would like to establish a timetable to discuss my qualifications with the Board of Directors.
The Company announced the retirement of David Levin on March 23, 2018 and a significant amount of time has lapsed without a conclusion. This may speak to difficulties of finding any suitable successor or possible other issues. I believe that I can add considerable value to the vetting process for a new CEO. The Companys financial record over the last ten years has been disappointing and, in my opinion,
there have been questionable decisions in capital allocation, leverage, pace of expansion, and advertising strategies. The choice for a new CEO is critically important for value creation and the future of the Company. Six months have passed and this decision should no longer be minimized.
l remain available to continue a constructive dialogue with the Company and the Board, and to support the timely and diligent pursuit of value in any way we reasonably can.
/s/ Glenn J. Krevlin