UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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The Children's Place Retail Stores, Inc.
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(Name of Registrant as Specified In Its Charter)
EZRA DABAH
RENEE DABAH
STANLEY SILVERSTEIN
RAINE SILVERSTEIN
BARBARA DABAH
GILA GOODMAN
RAPHAEL BENAROYA
JEREMY J. FINGERMAN
ROSS B. GLICKMAN
EMANUEL R. PEARLMAN
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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On July 13, 2009, The Committee of Concerned Shareholders of The
Children's Place issued a press release, a copy of which is filed herewith as
Exhibit 1.
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EXHIBIT 1
FOR IMMEDIATE RELEASE
Contacts:
Matthew Sherman / Jamie Moser
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
THE COMMITTEE OF CONCERNED SHAREHOLDERS OF THE CHILDREN'S PLACE MAILS
LETTER TO SHAREHOLDERS
Urges Shareholders to Vote FOR the
Committee's Nominees on the GOLD Proxy Card Today
New York - July 13, 2009 -The Committee of Concerned Shareholders of The
Children's Place (the "Committee"), which collectively owns approximately 22% of
the outstanding shares of The Children's Place Retail Stores, Inc. (Nasdaq:
PLCE) ("The Children's Place" or the "Company"), today announced that it is
mailing a letter to the Company's shareholders in connection with its nomination
of three independent, highly-qualified and proven individuals for election to
the Board of Directors at the Company's 2009 Annual Meeting of Shareholders,
scheduled for July 31, 2009. Shareholders of record as of June 30, 2009 are
entitled to vote at the meeting.
The Committee also issued the following statement in response to the Company's
latest misleading press release issued earlier today as part of its desperate
attempt to distract shareholders from focusing on the resumes of the Company's
three director nominees:
Rather than deal directly with the core issue that shareholders should be
focused on at the upcoming election of directors - notably that the
Committee's three independent director nominees are far more qualified and
experienced than the Company's three nominees - The Children's Place has
continued its campaign of misinformation. The Company's latest salvo leaves
us no choice but to set the record straight, yet again:
o There is no issue regarding Board control. In light of the Company's
baseless claims, let us once and for all extinguish the argument that
control is being sought. The Committee's three nominees are
independent for all purposes and if they are elected to the Board,
Stanley Silverstein will immediately resign from the Board, removing
the Company's made up argument with respect to control.
o The Company cherry picked dates to present inflated stock price
performance. If shareholders want to appropriately judge the Company's
performance under the current Interim leadership team, they should
compare stock prices from relevant dates - not dates cherry picked by
the Company. On September 26, 2007, the day Charles Crovitz was
appointed Interim CEO of The Children's Place, the stock price closed
at $25.80 per share. On July 10, 2009, the last trading day prior to
the Company's latest letter, the stock price closed at $25.72 per
share - a decrease of $0.08 per share. Obviously, Mr. Crovitz has not
overseen a 42% stock price increase as the Company would like you to
believe.
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o Ezra Dabah has no prior social, business or professional relationship
with any of the Committee's three independent director nominees. The
Company has gone to great lengths to suggest otherwise. The Company
dug up a 2002 photo from the 54th Anniversary Dinner of the Boys Town
Jerusalem, a prominent philanthropic organization that helps
underprivileged youth, at which Mr. Dabah and Raphael Benaroya were
coincidentally each honored as an outstanding philanthropist and
community leader. One photo does not make a relationship. In fact, Mr.
Dabah and Mr. Benaroya were separately approached by the Boys Town
Jerusalem to be honored at the event. For the Company, and anyone
else, to imply that two individuals have a prior relationship because
they were photographed together as honorees at a philanthropic event
is outrageous. Mr. Dabah and the Committee's three nominees, including
Raphael Benaroya, have no prior social, business or professional
relationship.
o Mr. Glickman is not conflicted and the Company knows it. Urban Retail
Properties, LLC, a real estate company led by Mr. Glickman, one of the
Company's nominees, does not receive any payments from The Children's
Place. Rather, Urban Retail acts as agent for three of the Company's
landlords and collects rent and occupancy fees on behalf of those
landlords. Urban Retail also has an insignificant investment in one of
these three landlords. Urban Retail's indirect interest in the rent
paid by the Company for this property represents less than $10,000
annually. The Company well knows that it does not pay $1 million a
year to Urban Retail and that Mr. Glickman is independent and not
conflicted.
The Company needs to stop its mud-slinging campaign and start talking about
the real issues that shareholders must consider at the upcoming election of
directors.
The Committee today sent the following letter to all shareholders:
July 13, 2009
Dear Fellow Shareholder,
At The Children's Place's July 31, 2009 Annual Meeting, you can elect
three independent, highly qualified individuals - Raphael Benaroya, Jeremy
Fingerman and Ross Glickman - who are dedicated to enhancing the value of
your investment. Vote TODAY to replace the Company's three incumbent
nominees who we believe are far less qualified. Simply vote by telephone,
by Internet, or by signing, dating and returning the enclosed GOLD proxy
card.
Understandably, the Company has spent little, if any, time discussing its
three nominees. Let us tell you about them:
o Sally Frame Kasaks, Interim Chairman of the Board, was recently
replaced as Chairman and CEO of Pacific Sunwear following a
contentious proxy fight and after overseeing a disastrous stock price
decline of almost 84%.(1)
o Norman Matthews, a recent Board appointee at the age of 76, served on
the boards of Levitz, Lechters and Loehmann's, each of which went
bankrupt. In addition, during his tenure as Chairman of Galyan's
Trading Company, he oversaw an 18% decline in the company's stock
price.(1)
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(1) We note that stock prices can be affected by a variety of factors.
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o Malcolm Elvey has had no retail experience since a stint at Metro Cash
and Carry more than 30 years ago.
THE INCUMBENT SLATE OF DIRECTORS AND
INTERIM LEADERSHIP CONTINUE TO MISLEAD YOU
The Company has embarked on a campaign of misinformation, blatant
omissions and unfounded personal attacks on Ezra Dabah in order to obscure
the reality of the Company's recent poor performance and to avoid a
discussion about the quality of the Committee's nominees versus their own.
o The Company has repeatedly misled you about its performance and is
taking unjust credit for the Company's 2008 results.
Vertically-integrated, specialty retailers, including The Children's
Place, design and merchandise their product selection a year in
advance of being presented in stores. Consequently, the Company's
successful sales and profitability in 2008 were overwhelmingly
dependent on merchandising, planning, purchasing, and marketing
decisions made in 2007 - all prior to when Mr. Crovitz was appointed
Interim CEO.
Since November 2008, the first month under which current management
had "sole influence" on the merchandising and planning decisions, the
Company has reported only one month of comparable store sales growth.
Comparable sales declined 9% in May 2009 and 12% in June 2009, which
is 11% and 10% lower than median comparable store sales for other
value retailers, respectively, and the Company's two weakest monthly
results during the past three years. In addition, May and June 2009
comparable store sales missed consensus estimates by 9.5% and 3%,
respectively.
While the Company claims that its shares appreciated 39% for fiscal
2008-2009 year-to-date (through June 19, 2009), it is important to
note that the stock price is virtually unchanged since Mr. Crovitz was
appointed Interim CEO in September 2007.
In the fourth quarter of 2008, the Company changed its method of
reporting comparable store sales to an alternate method that is highly
uncommon among specialty retailers. Using the previously employed and
commonly-accepted methodology, the Company's fourth quarter 2008
results were actually 6% worse than what the Company announced.
o The Company's Board has obscured the facts regarding its Interim
Chairman and Interim CEO. One day before Interim Chairman Sally Kasaks
was replaced as Chairman and CEO of Pacific Sunwear, The Children's
Place mailed proxy materials related to the upcoming Annual Meeting,
highlighting her qualifications and the Board's support for her
re-election. We find it hard to believe that Ms. Kasaks and the
incumbent Board did not know of her imminent termination from Pacific
Sunwear. In fact, even after the Pacific Sunwear announcement, the
Company mailed additional proxy materials that failed to reflect that
she had been replaced.
The Board's Compensation Committee, which is chaired by Ms. Kasaks,
set and approved Interim CEO Mr. Crovitz's generous compensation
package, even though the Board has been unsuccessfully trying to
replace him for the past 22 months. In 2008, Mr. Crovitz received
nearly $4 million (including over $500,000 in perquisites comprised of
tax gross-up payments and two weekly round trip airline tickets to his
residence in Martha's Vineyard, among other things) - almost quadruple
the median of other Interim
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CEOs in the retail industry. On top of this, on February 5, 2009, Mr.
Crovitz was granted an additional award of restricted stock valued at
close to $1 million.
o The Company is misleading shareholders regarding the Committee and its
intentions. Ezra Dabah is not attempting to gain control of the
Company. Mr. Dabah is not a candidate in this election and will not
return as CEO or Chairman. He was elected by shareholders at last
year's Annual Meeting following a unanimous nomination by the Board.
The Committee's nominees are independent and, if elected, will act in
the best interests of all shareholders. Mr. Dabah does not have any
prior social, business or professional relationship with any of the
Committee's nominees.
Finally, in light of the Company's baseless claims, let us once and
for all extinguish the argument that control is being sought. If the
Committee's three independent nominees are elected to the Board,
Stanley Silverstein will immediately resign from the Board, removing
any question regarding control of your Company's Board.
ELECT NEW AND INDEPENDENT DIRECTORS WHO WILL
LOOK AFTER YOUR BEST INTERESTS
VOTE THE GOLD PROXY CARD TODAY
To ensure that there are new independent voices in your Company's
boardroom that are dedicated to enhancing the value of your investment, we
urge you to vote your shares TODAY on the GOLD proxy by phone or Internet
by following the instructions on your GOLD proxy card--or by signing,
dating and returning it in the envelope provided.
Innisfree M&A Incorporated is assisting the Committee with its efforts to
solicit your vote. If you have any questions about voting your shares,
please call Innisfree toll-free at (888) 750-5834.
Thank you for your support.
Sincerely yours,
/s/ Ezra Dabah
Ezra Dabah, on behalf of
THE COMMITTEE OF CONCERNED SHAREHOLDERS OF THE CHILDREN'S PLACE
The Committee urges shareholders to vote FOR its three director nominees on the
GOLD proxy card today - by telephone, Internet or by signing, dating and
returning the GOLD proxy card. Innisfree M&A Inc. is acting as proxy solicitor
for the Committee and can be reached toll-free at (888) 750-5834.
Moelis & Company is serving as financial advisor and Cadwalader, Wickersham &
Taft LLP is serving as legal counsel for the Committee.
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________________________________________________________________________________
Your Vote Is Important, No Matter How Many Or How Few Shares You Own.
If you have questions about how to vote your shares, or need additional
assistance, please contact the firm assisting us in the solicitation of proxies:
INNISFREE M&A INCORPORATED
Shareholders Call Toll-Free: (888) 750-5834
Banks and Brokers May Call Collect: (212) 750-5833
IMPORTANT
We urge you NOT to sign any White proxy card
sent to you by The Children's Place.
If you have already done so,
you have every right to change your vote by using the enclosed
GOLD proxy card to vote TODAY--by telephone, by Internet, or by signing, dating
and returning the GOLD proxy card in the postage-paid envelope provided.
________________________________________________________________________________
Important Information
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In connection with The Children's Place's 2009 Annual Meeting of Shareholders,
the Committee filed a definitive proxy statement on Schedule 14A with the SEC on
June 17, 2009 containing information about the solicitation of proxies for use
at The Children's Place's 2009 Annual Meeting of Shareholders. The definitive
proxy statement and the GOLD proxy card were first disseminated to shareholders
of The Children's Place on or about June 17, 2009. SHAREHOLDERS OF THE
CHILDREN'S PLACE ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT
BECAUSE IT CONTAINS IMPORTANT INFORMATION. The Committee may file other
additional proxy solicitation material in connection therewith from time to
time. The definitive proxy statement and other documents relating to the
solicitation of proxies by the Committee will be available at no charge on the
SEC's website at http://www.sec.gov. In addition, the Committee will provide
copies of the definitive proxy statement and other relevant documents without
charge upon request. Request for copies should be directed to our proxy
solicitor, Innisfree M&A Incorporated, at 1-888-750-5834.
Ezra Dabah, Renee Dabah, Stanley Silverstein, Raine Silverstein, Barbara Dabah,
Gila Goodman, Raphael Benaroya, Jeremy Fingerman, Ross Glickman and Emanuel
Pearlman may be deemed to be participants in the solicitation of proxies with
respect to the Committee's nominees. Information about each of the participants
is available in the definitive proxy statement filed by the Committee with the
SEC on June 17, 2009 in connection with the solicitation of proxies for the 2009
annual meeting of The Children's Place shareholders. Information about the
participants' direct or indirect interests in the matters to be considered at
the 2009 annual meeting of Shareholders of The Children's Place, including by
security ownership or otherwise, is also contained in the definitive proxy
statement.