defa14amar102008.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. )
Filed
by the Registrant
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[X]
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Filed
by a Party other than Registrant
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[ ]
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Check
the
appropriate box:
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Preliminary
Proxy Statement.
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[ ]
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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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Definitive
Additional Materials.
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[X]
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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)
[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i) (1) and
0-11.
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1.
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Title
of each class of securities to which transaction
applies:
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2.
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Aggregate
number of securities to which transaction applies:
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3.
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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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4.
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Proposed
maximum aggregate value of transaction:
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5.
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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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1.
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Amount
Previously Paid:
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Form,
Schedule or Registration Statement No.:
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Filing
Party:
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PROXY
COMMUNICATION STATEMENT:
Charming
Shoppes, Inc. and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from shareholders in connection
with
the Company’s 2008 Annual Meeting of Shareholders. The Company plans
to file a proxy statement with the Securities and Exchange Commission (“SEC”) in
connection with the solicitation of proxies for the Annual
Meeting. Information concerning persons who may be considered
participants in the solicitation of the Company’s shareholders under the rules
of the SEC is set forth in public filings filed by the Company with the SEC,
including its proxy statement relating to its 2007 Annual Meeting of
Shareholders, and will be set forth in its proxy statement relating to its
2008
Annual Meeting of Shareholders. These documents may be (currently or
when filed with the SEC) obtained free of charge at the SEC’s website at
http://www.sec.gov and the Company’s website at
http://phx.corporate-ir.net/phoenix.zhtml?c=106124&p=irol-sec or
MacKenzie Partners at 1-800-322-2885 or via email at
proxy@mackenziepartners.com.
FOR
IMMEDIATE RELEASE
CHARMING
SHOPPES BRINGS ACTION TO PREVENT
THE
CRESCENDO PARTNERS AND MYCA PARTNERS HEDGE FUNDS
FROM
VIOLATING THE FEDERAL SECURITIES LAWS
BENSALEM,
PA., March 10, 2008 - Charming Shoppes, Inc., (Nasdaq: CHRS), a leading
multi-brand, multi-channel specialty apparel retailer specializing in women's
plus-size apparel, announced that on March 7, 2008 it filed a lawsuit
against the Crescendo Partners and Myca Partners hedge funds, operating jointly
under the name of The Charming Shoppes Full Value Committee, and certain of
their principals and nominees for election as directors of Charming Shoppes,
including Arnaud Ajdler, Eric Rosenfeld and Robert Frankfurt, for violating
federal securities laws.
In
the
federal lawsuit filed on March 7, 2008 in the United States District Court,
Eastern District of Pennsylvania, Charming Shoppes, Inc. asserted that Crescendo
Partners and Myca Partners have filed with the Securities and Exchange
Commission (the “SEC”) materially misleading and incomplete documents in
violation of Section 13(d) of the Securities Exchange Act of 1934 as part of
their campaign to nominate three directors to Charming Shoppes’ board of
directors.
“We
filed
this suit against Arnaud Ajdler, Eric Rosenfeld, Robert Frankfurt and the
Crescendo Partners and Myca Partners hedge funds to ensure that our shareholders
receive complete and accurate information about the group’s interests, plans and
motivations that is required by the federal securities laws,” said Dorrit J.
Bern, Chairman, Chief Executive Officer and President of Charming Shoppes.
“We
will continue to take appropriate steps to protect the interests of Charming
Shoppes’ shareholders.”
Charming
Shoppes stated in its complaint that the Crescendo Partners and Myca Partners
hedge funds “have depicted themselves to the investing public as legitimate
investors and “would-be” directors, when in truth their intention is to achieve
personal gain at the expense of Charming Shoppes and its
shareholders. At no time have Defendants disclosed any part of their
true track record of using proxy fights to disrupt corporations and to profit
by
forcing them to sell assets, buy back stock or buy off defendants and their
cronies.”
Charming
Shoppes has asked the Court to enjoin Arnaud Ajdler, Eric Rosenfeld, Robert
Frankfurt and the Crescendo Partners and Myca Partners hedge funds from making
any additional false or misleading public statements and false and misleading
public filings regarding Charming Shoppes, from taking or attempting to take
any
further steps in furtherance of their unlawful conduct and scheme, to make
immediate corrective disclosure of all material facts and cure the material
misstatements and omissions and to divest themselves in an orderly fashion
of
any and all shares of Charming Shoppes’ stock that they unlawfully acquired in
violation of the federal securities laws.
About
Charming Shoppes, Inc.
Charming
Shoppes, Inc. operates 2,410 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 www.charmingshoppes.com for additional information about Charming
Shoppes, Inc.
Additional
Information
Charming
Shoppes, Inc. and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from shareholders in connection
with
the Company’s 2008 Annual Meeting of Shareholders. The Company plans
to file a proxy statement with the Securities and Exchange Commission (“SEC”) in
connection with the solicitation of proxies for the Annual
Meeting. Information concerning persons who may be considered
participants in the solicitation of the Company’s shareholders under the rules
of the SEC is set forth in public filings filed by the Company with the SEC,
including its proxy statement relating to its 2007 Annual Meeting of
Shareholders, and will be set forth in its proxy statement relating to its
2008
Annual Meeting of Shareholders. These documents may be (currently or
when filed with the SEC) obtained free of charge at the SEC’s website at
http://www.sec.gov and the Company’s website at
http://phx.corporate-ir.net/phoenix.zhtml?c=106124&p=irol-sec or
MacKenzie Partners at 1-800-322-2885 or via email at
proxy@mackenziepartners.com.
INVESTOR
AND ANALYST CONTACT:
Gayle
M.
Coolick
Director
of Investor Relations
Charming
Shoppes, Inc.
(215)
638-6955
MEDIA
CONTACT:
Matthew
Sherman
Joele
Frank, Wilkinson Brimmer Katcher
(212)
355-4449