april292008pressrelease.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(RULE
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE
ACT OF 1934 (AMENDMENT NO. )
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Filed
by the Registrant
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[X]
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Filed
by a Party other than Registrant
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Check the
appropriate box:
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Preliminary
Proxy Statement.
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Confidential, For Use of the
Commission Only (as permitted by Rule
14a-6(e)(2)).
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Definitive
Proxy Statement.
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[X]
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Definitive
Additional Materials.
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Soliciting
Material Pursuant to Rule 14a-12.
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CHARMING SHOPPES,
INC.
(Name
of registration as specified in its charter)
Payment
of Filing Fee (Check the appropriate box)
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[X]
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i) (1) and
0-11.
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of each class of securities to which transaction
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number of securities to which transaction applies:
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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maximum aggregate value of transaction:
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the
date of its filing.
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Amount
Previously Paid:
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Schedule or Registration Statement No.:
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Filing
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PROXY
COMMUNICATION STATEMENT:
On April
2, 2008, Charming Shoppes, Inc. filed a definitive proxy statement with the
Securities and Exchange Commission (the “SEC”) in connection with the 2008
Annual Meeting of Shareholders of Charming Shoppes, Inc., and began the process
of mailing the definitive proxy statement and a GOLD proxy card to shareholders.
Charming Shoppes’ shareholders are strongly advised to read Charming
Shoppes’ proxy statement as it contains important information.
Shareholders may obtain an additional copy of Charming Shoppes’ definitive proxy
statement and any other documents filed by Charming Shoppes with the SEC for
free at the SEC’s website at http://www.sec.gov. Copies of the definitive proxy
statement are available for free at Charming Shoppes’ website at http://www.charmingshoppes.com.
In addition, copies of Charming Shoppes’ proxy materials may be requested at no
charge by contacting MacKenzie Partners, Inc. at 1-800-322-2885 or via email at
charming@mackenziepartners.com.
Detailed information regarding the names, affiliations and interests of
individuals who are participants in the solicitation of proxies of Charming
Shoppes’ shareholders is available in Charming Shoppes’ definitive proxy
statement filed with SEC on April 2, 2008.
FOR
IMMEDIATE RELEASE
CHARMING SHOPPES COMMENTS ON
RISKMETRICS REPORT
Company
Urges Shareholders to Support Company’s Board of Directors
and
VOTE the GOLD Proxy Card Today
Bensalem, PA, April 29, 2008 –
Charming Shoppes, Inc. (Nasdaq: CHRS) today issued the following statement in
response to a report by RiskMetrics Group regarding the election of directors at
the Company’s 2008 Annual Meeting of Shareholders. Charming Shoppes
urges shareholders to vote FOR
Charming Shoppes’ experienced and highly-qualified directors – Dorrit J.
Bern, Charming Shoppes’ Chairman, President and Chief Executive Officer, Alan
Rosskamm and M. Jeannine Strandjord – and reject Crescendo’s and Myca’s nominees
by voting the GOLD proxy
card today.
Speaking
on behalf of the Charming Shoppes’ Board of Directors, Katherine M. Hudson, Lead
Independent Director, said, “We strongly disagree with the conclusion reached by
RiskMetrics and urge shareholders to re-elect Dorrit J. Bern, Charming Shoppes’
Chairman, President and Chief Executive Officer, Alan Rosskamm and M. Jeannine
Strandjord on the GOLD proxy card. Charming Shoppes’ directors and
management team know how to manage a large retail business successfully through
challenging retail and economic environments. Under the leadership of
Dorrit Bern, our Board has taken, and will continue to take, decisive actions to
strengthen the Company’s market-leading position in our specialty retail markets
and to create sustainable and profitable growth for the benefit of all
shareholders.”
Charming
Shoppes’ directors, nominated for re-election, have extensive public company
experience as well as retail industry backgrounds:
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Dorrit J. Bern, Charming
Shoppes’ Chairman, President and Chief Executive Officer, who has led the
Company since August 1995 and whose experience in the retail apparel
industry spans 35 years. In its report, RiskMetrics noted that
Dorrit Bern’s ‘experience at the company, in particular during the last
economic downturn, and strong retail background benefit the Board’s
composition.’*
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Alan Rosskamm, former
Chairman and Chief Executive Officer, and a current director of Jo-Ann
Stores, a leading U.S. retailer of fabrics and sewing supplies, whose
experience in the retail industry spans 30
years.
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M. Jeannine Strandjord,
former Senior Vice President and Chief Integration Officer of Sprint
Corporation, the global communications company, and a former retail
finance executive (Vice President, Finance and Expense Control) for Macy’s
Midwest.
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Commenting
on the dissident group’s nominees, the Company issued the following
statement:
The
principals of the Crescendo and Myca hedge funds -- as they have done at other
publicly-traded companies -- are advocating a risky and imprudent short-term
financial reengineering scheme at Charming Shoppes with the goal of diverting
corporate cash to buy back stock. These hedge funds have still not
advocated any new ideas to navigate the Company through the current economic
environment or create long-term shareholder value.
RiskMetrics
correctly concluded that one of the dissident group’s nominees, Robert
Frankfurt, ‘does not [have] (sic) relevant industry experience’* and should not
be included on the Board. However, we believe that RiskMetrics missed the mark
with respect to the dissident group’s two other nominees, Arnaud Ajdler and
Michael Appel.
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Arnaud Ajdler, an
employee of the New York City-based activist hedge fund Crescendo
Partners, has limited management and operating experience and, we believe,
a limited understanding of the retail industry. Ajdler has a
history of being a disruptive and divisive board member at other public
companies. Furthermore, after threatening a proxy fight, Ajdler
recently became a board member of a competitor of Charming
Shoppes. If elected to our Board, we strongly believe this
would seriously compromise his independence and his fiduciary duty to
serve in the best interests of all Charming Shoppes
shareholders.
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Michael Appel’s retail
experience has been primarily limited to small companies in restructuring
or Chapter 11. Furthermore, Appel has no experience as a senior
executive of a public company and no board experience. We think
RiskMetrics is incorrect to equate the qualifications of Appel with those
of Charming Shoppes’ directors.
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*
Permission to use quotations was neither sought nor obtained.
In
summary, shareholders should recognize that the dissident’s nominees have
limited relevant experience, bring no new ideas to Charming Shoppes, and if
elected, we believe they would advance a short-term financial reengineering
scheme that would compromise the implementation of our strategy and undermine
the future growth of Charming Shoppes.
Charming
Shoppes recommends that all shareholders support its Board of Directors and
reject all of the dissident group’s nominees. It is important to remember that
only the latest dated validly executed and timely received proxy counts in a
contested election such as this. Vote today by telephone or internet to be sure
your proxy is received in time to be counted. Follow the simple
voting instructions contained on the GOLD proxy card or contact MacKenzie
Partners, Inc., which is assisting the Company in this matter, toll-free at
(800) 322-2885 or at charming@mackenziepartners.com.
Shareholders
are urged to vote only Charming Shoppes’ GOLD proxy card and to discard the
dissident group’s white proxy card. If shareholders have previously voted a
white card, even to withhold their vote from the dissident group’s nominees,
they are urged to please take the time today to vote the GOLD proxy
card.
At
February 2, 2008, Charming Shoppes, Inc. operated 2,409 retail stores in 48
states under the names LANE BRYANT(R), FASHION BUG(R), FASHION BUG PLUS(R),
CATHERINES PLUS SIZES(R), LANE BRYANT OUTLET(R), PETITE SOPHISTICATE(R) and
PETITE SOPHISTICATE OUTLET(R). Apparel, accessories, footwear and gift catalogs,
including the following titles, are operated by Charming Shoppes’ Crosstown
Traders: Lane Bryant Woman, Old Pueblo Traders, Bedford Fair, Willow Ridge, Lew
Magram, Brownstone Studio, Intimate Appeal, Monterey Bay Clothing Company,
Coward Shoe and Figi’s. Please visit http://www.charmingshoppes.com for
additional information about Charming Shoppes, Inc.
Forward-Looking
Statements
This
press release contains certain forward-looking statements concerning the
Company’s operations, performance, and financial condition. Such forward-looking
statements are subject to various risks and uncertainties that could cause
actual results to differ materially from those indicated. Such risks and
uncertainties may include, but are not limited to: the failure to consummate our
identified strategic solution for our non-core misses apparel catalog titles and
the refinancing of certain real estate assets, the failure to effectively
implement our planned cost and capital budget reduction plans, the failure to
effectively implement the Company's plans for consolidation of the Catherines
Plus Sizes brand, a new organizational structure and enhancements in the
Company's merchandise and marketing, the failure to generate a positive response
to the Company's new Lane Bryant catalog and the Lane Bryant credit card
program, the failure to implement the Company's business plan for increased
profitability and growth in the Company's retail stores and direct- to-consumer
segments, the failure to successfully implement the Company's expansion of
Cacique through new store formats, the failure to achieve improvement in the
Company's competitive position, adverse changes in costs vital to catalog
operations, such as postage, paper and acquisition of prospects, declining
response rates to catalog offerings, the failure to maintain efficient and
uninterrupted order-taking and fulfillment in our direct-to-consumer business,
changes in or miscalculation of fashion trends, extreme or unseasonable weather
conditions, economic downturns, escalation of energy costs, a weakness in
overall consumer demand, the failure to find suitable store locations, increases
in wage rates, the ability to hire and train associates, trade and security
restrictions and political or financial instability in countries where goods are
manufactured, the interruption of merchandise flow from the Company's
centralized distribution facilities, competitive pressures, and the adverse
effects of natural disasters, war, acts of terrorism or threats of either, or
other armed conflict, on the United States and international economies. These,
and other risks and uncertainties, are detailed in the Company's filings with
the Securities and Exchange Commission, including the Company's Annual Report on
Form 10-K for the fiscal year ended February 2, 2008 and other Company filings
with the Securities and Exchange Commission. Charming Shoppes assumes no duty to
update or revise its forward-looking statements even if experience or future
changes make it clear that any projected results expressed or implied therein
will not be realized.
Additional
Information
On April
2, 2008, Charming Shoppes, Inc. filed a definitive proxy statement with the
Securities and Exchange Commission (the “SEC”) in connection with the 2008
Annual Meeting of Shareholders of Charming Shoppes, Inc., and began the process
of mailing the definitive proxy statement and a GOLD proxy card to shareholders.
Charming Shoppes’ shareholders are strongly advised to read Charming Shoppes’
proxy statement as it contains important information. Shareholders may obtain an
additional copy of Charming Shoppes’ definitive proxy statement and any other
documents filed by Charming Shoppes with the SEC for free at the SEC’s website
at http://www.sec.gov. Copies of the definitive proxy statement are available
for free at Charming Shoppes’ website http://www.charmingshoppes.com . In
addition, copies of Charming Shoppes’ proxy materials may be requested at no
charge by contacting MacKenzie Partners, Inc. at 1-800-322-2885 or via email at
charming@mackenziepartners.com.
Detailed information regarding the names, affiliations and interests of
individuals who are participants in the solicitation of proxies of Charming
Shoppes’ shareholders is available in Charming Shoppes’ definitive proxy
statement filed with SEC on April 2, 2008.
CONTACT:
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Gayle
M. Coolick
Charming
Shoppes, Inc.
Director
of Investor Relations
(215)
638-6955
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Dan
Burch / Jeanne Carr
MacKenzie
Partners, Inc.
(212)
929-5500
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Matthew
Sherman / Andrea Priest
Joele
Frank, Wilkinson Brimmer Katcher
(212)
355-4449
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