UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The Children's Place Retail Stores, Inc.
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(Name of Issuer)
Common Stock, $0.10 par value
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(Title of Class of Securities)
168905107
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(CUSIP Number)
Dennis J. Block, Esq.
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
(212) 504-5555
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 21, 2008
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(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 which is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 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 ("Act") 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.: 168905107
1 NAMES OF REPORTING PERSONS
Ezra Dabah
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 1,556,250
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 3,449,060
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
1,556,250
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10 SHARED DISPOSITIVE POWER
3,449,060
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,005,310(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%(1)
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14 TYPE OF REPORTING PERSON
IN
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- ---------------------
(1) Does not include 2,125,630 shares of Common Stock beneficially owned by
certain relatives of Mr. Dabah, including (i) 537,300 shares held by Mr. Dabah's
father-in law and mother-in-law, Stanley Silverstein and Raine Silverstein, and
certain of their children and grandchildren, (ii) 620,000 shares of Common Stock
held by Barbara Dabah, wife of Mr. Dabah's brother, Haim Dabah, both directly
and for the benefit of their children, (iii) 968,330 shares of Common Stock held
by Gila Dweck, Mr. Dabah's sister, held both directly and in trust or (iv)
152,000 shares held in subtrust for the benefit of Mr. Dabah's and Mrs. Dabah's
children, as previously reported on Schedule 13D filed October 15, 2007. Other
members of Mr. Dabah's family may own additional shares. There is no agreement
or understanding with these parties with respect to the voting or disposition of
any shares. The Reporting Persons disclaim beneficial ownership of any such
shares.
CUSIP NO.: 168905107
1 NAMES OF REPORTING PERSONS
Renee Dabah
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 104,100
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,901,210
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
104,100
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10 SHARED DISPOSITIVE POWER
4,901,210
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,005,310(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%(1)
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14 TYPE OF REPORTING PERSON
IN
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This Amendment No. 2 amends and supplements the statement on Schedule 13D
(the "Schedule 13D") originally filed with the Securities and Exchange
Commission on October 15, 2007 and amended by Amendment No. 1 on February 7,
2008 by Ezra Dabah and Renee Dabah (together, the "Reporting Persons") with
respect to the shares of Common Stock, $0.10 par value per share (the "Common
Stock"), of The Children's Place Retail Stores, Inc., a Delaware corporation
(the "Company"). Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule 13D.
From and after the date hereof, all references in the Schedule 13D to the
Schedule 13D or terms of similar import shall be deemed to refer to the Schedule
13D as amended and supplemented hereby.
Items 4 and 7 are hereby amended and supplemented as follows:
Item 4. Purpose of Transaction.
On February 19, 2008, the Company announced that its 2008 annual meeting
of stockholders is scheduled to take place on June 27, 2008. An annual meeting
of stockholders has not been held by the Company since June 22, 2006, a period
of over 18 months. The Reporting Persons believe that there is no reason to
delay the annual meeting for another four months. Accordingly, on February 21,
2008, Ezra Dabah filed a complaint (the "Complaint") in the Court of Chancery
for the State of Delaware (the "Chancery Court") requesting that the Chancery
Court order the Company to hold the annual meeting within 45 days from the
filing of the Complaint. A copy of the Complaint is filed as an exhibit to this
Schedule 13D filing and is incorporated herein by reference. The foregoing and
subsequent references to, and descriptions of, the Complaint, are qualified in
their entirety by reference to such Complaint.
As previously disclosed, the Reporting Persons are confident that they
will be in a position to make a formal proposal to the Board to acquire the
Company's outstanding common stock for a purchase price of $24.00 per share in
cash, subject to receipt of a limited waiver under Section 203 of the Delaware
General Corporation Law to permit the Reporting Persons to reach an agreement
with a private equity partner for purposes of financing the transaction. Any
such proposal would also be subject to the negotiation and execution of a
definitive merger agreement as well as the completion of due diligence by the
Reporting Persons' private equity sponsor.
On February 6, 2008, Mr. Dabah submitted a request that the Board grant a
limited waiver under Section 203 to permit Mr. Dabah, or any entity controlled
by Mr. Dabah, to enter into one or more agreements with Golden Gate Private
Equity, Inc. ("Golden Gate") for the purpose of making a proposal to the Board
to acquire the Company's outstanding stock. To date, the Board has not granted
this request.
Absent a limited waiver by the Board, an agreement between the Reporting
Persons and a financial sponsor, such as Golden Gate, could trigger Section
203's restrictions on a merger or other business combination involving the
Company. While the Reporting Persons would be able to acquire additional shares
of the Company, without a waiver by the Board, Section 203 would prohibit an
acquisition of the Company through a merger unless the merger is approved by the
Board and two-thirds of the outstanding voting stock not owned by the Reporting
Persons or any other interested party.
The Reporting Persons believe that by not granting the requested waiver
under Section 203, the Board is effectively depriving itself of the opportunity
to review and consider, on behalf of the Company's stockholders, a premium offer
to acquire the Company.
The Reporting Persons firmly believe that it is in the best interests of
all stockholders for the Board to grant its approval under Section 203. In doing
so, the Board will facilitate the submission for the Board's consideration a
bona fide, all cash proposal to acquire the Company. The Reporting Persons urge
the Board to recognize that there would be no downside risk to the Company or
its stockholders from granting approval under Section 203 in this context
because any business combination transaction will ultimately require the
approval of the Board.
The Reporting Persons have not entered into any agreement, arrangement or
understanding with Golden Gate, or any other person, for the purpose of making a
proposal to acquire the Company's stock. In addition, while no agreement
concerning a potential acquisition of the Company currently exists between Mr.
Dabah and his family members or among Mr. Dabah's family members, Mr. Dabah may
offer his family members the opportunity to participate in a future acquisition
of the Company should such an opportunity arise.
The Reporting Persons intend to contact and discuss with other
shareholders of the Company their respective views regarding their investment in
the Company, the Company's prospects and possible strategies to maximize
shareholder value. Such strategies could include, among other possibilities, a
proxy solicitation to seek shareholder approval of proposals the Reporting
Persons may make and/or elect directors to the Company's board of directors.
Although the Reporting Persons are actively exploring their options with respect
to the Company, there can be no assurance that the Reporting Persons will seek
to implement any one or more of the foregoing. The Reporting Persons intend to
review their investment in the Company on a continuing basis. Depending on
various factors including, without limitation, the Company's financial position,
results and strategic direction, price levels of the common stock, conditions in
the securities and credit markets and general economic and industry conditions,
the Reporting Persons may, in addition to the foregoing, take such actions with
respect to their investment in the Company as they deem appropriate, including,
but not limited to, (i) the purchase of additional Common Stock in the open
market, in privately negotiated transactions or otherwise, and (ii) the sale of
all or a portion of the Common Stock now owned or hereafter acquired by the
Reporting Persons, in the open market, in privately negotiated transactions or
otherwise. The Reporting Persons may also transfer shares to or from a Reporting
Person to another Reporting Person.
The Reporting Persons reserve the right to change their plans or
intentions and to take any and all actions that they may deem appropriate to
maximize the value of their investment in the Company in light of market
conditions, subsequent developments affecting the Company and the general
business and future prospects of the Company.
Except as set forth above, the Reporting Persons do not have any current
intention, plan or proposal with respect to the matters referred to in
paragraphs (a) - (j) of Item 4 of Schedule 13D.
Item 7. Material to be Filed as Exhibits.
Exhibit C Complaint filed February 21, 2008 by Ezra Dabah
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
EZRA DABAH
By: /s/ Ezrah Dabah
------------------------------
Name: Ezra Dabah
RENEE DABAH
By: /s/ Renee Dabah
------------------------------
Name: Renee Dabah
Dated: February 22, 2008
[Signature Page to Schedule 13D - The Children's Place Retail Stores, Inc.]
EXHIBIT C
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
EZRA DABAH, )
)
Plaintiff, )
)
v. ) C.A. No. __________
)
THE CHILDREN'S PLACE RETAIL STORES, a Delaware )
Corporation, )
)
Defendant. )
VERIFIED COMPLAINT PURSUANT TO 8 DEL C. ss. 211
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Plaintiff Ezra Dabah, a stockholder and director of The Children's
Place Retail Stores, Inc. (the "Company"), brings this action pursuant to 8 Del.
C. ss. 211(c) to compel a meeting of stockholders of the Company, and alleges
for his Complaint as follows:
THE PARTIES
-----------
1. Mr. Dabah is a director of the Company and, on information and
belief, its largest stockholder. Mr. Dabah is the beneficial owner of 5,005,310
shares of the Company's stock, representing approximately 17.2% of the Company's
shares.
2. The Company is a Delaware corporation with its principal place of
business at 915 Secaucus Road, Secaucus, NJ 07094.
PLAINTIFF'S ENTITLEMENT TO RELIEF
---------------------------------
3. The Company last had an annual meeting of stockholders for the
election of directors on June 22, 2006. Since June 22, 2006, no action has been
taken by written consent in lieu of an annual meeting to elect directors.
4. Pursuant to 8 Del. C. ss. 211(c):
If there be a failure to hold the annual meeting or to take action
by written consent to elect directors in lieu of an annual meeting
for a period of 30 days after the date designated for the annual
meeting,
or if no date has been designated, for a period of 13 months after
the latest to occur of the organization of the corporation, its last
annual meeting or the last action by written consent to elect
directors in lieu of an annual meeting, the Court of Chancery may
summarily order a meeting to be held upon the application of any
stockholder or director.
5. As set forth above, the Company has not held an annual meeting,
and stockholders have not taken action by written consent to elect directors in
lieu of an annual meeting, in more than 13 months.
6. Accordingly, Plaintiff has established the statutory
prerequisites to compel an annual meeting of stockholders to be convened by the
Company.
THE COMPANY'S EFFORTS TO DELAY AN ANNUAL MEETING
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7. On February 6, 2008, Mr. Dabah submitted a letter to the Board of
Directors of the Company requesting that the Board authorize, pursuant to 8 Del.
C. ss. 203, Mr. Dabah or any entity controlled by him to enter into one or more
agreements with Golden Gate Private Equity, Inc. for the purpose of making a
proposal to the Board to acquire the Company's outstanding stock. The Board has
not granted this request.
8. In a Section 13D filing on February 7, 2008, Mr. Dabah advised
the Company that he intended to contact and discuss with other shareholders of
the Company their respective views regarding their investment in the Company,
the Company's prospects and possible strategies to maximize shareholder value.
Mr. Dabah indicated that such strategies could include, among other
possibilities, a proxy solicitation to seek shareholder approval of a proposal
he might make, and/or to elect directors to the Company's Board of Directors.
9. On February 19, 2008, the Company announced that it had scheduled
an annual meeting of stockholders of the Company to be held June 27, 2008 - over
18 weeks from now and over two years after its last annual meeting.
2
10. There is no reason for such delay, nor is such delay permissible
under Delaware law. Incumbent management of the Company has failed to hold an
annual meeting of stockholders for more than 13 months, and under Delaware law,
must "summarily" hold one now. The Company may not delay its day of reckoning
for over 18 weeks, and possibly longer if the meeting is cancelled or postponed.
WHEREFORE, Plaintiff respectfully requests that this Court enter an
Order as follows:
(a) Summarily ordering the Company to hold an annual meeting of
stockholders for the election of directors;
(b) Designating a time and place for such meeting, not to exceed
more than 45 days from the filing of this Complaint, and setting a record date
for the determination of stockholders of the Company entitled to vote at the
annual meeting, and approving the form of notice of the annual meeting;
(c) Awarding Plaintiff his costs and attorneys fees of this
litigation; and
(d) Granting such other and further relief as the Court deems
proper.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
/s/ Kenneth J. Nachbar
----------------------------------------
Kenneth J. Nachbar (# 2067)
John P. DiTomo (#4850)
1201 North Market Street
P.O. Box 1347
Wilmington, DE 19899-1347
(302) 658-9200
Counsel for Plaintiff Ezra Dabah
February 21, 2008
3