UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
May 9, 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 |_|.
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 3,429,460
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
1,556,250
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,429,460
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,985,710(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)
17.0%(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
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7 SOLE VOTING POWER
NUMBER OF 104,100
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,881,610
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
104,100
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,881,610
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,985,710(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)
17.0%(1)
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14 TYPE OF REPORTING PERSON
IN
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CUSIP NO.: 168905107
1 NAMES OF REPORTING PERSONS
Golden Gate Private Equity, Inc.
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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
NA
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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
Delaware
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,985,710
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,985,710
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,985,710(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)
17.0%(1)
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14 TYPE OF REPORTING PERSON
CO
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This Amendment No. 3 amends and supplements the statement on Schedule 13D
(the "Schedule 13D") originally filed with the Securities and Exchange
Commission on October 15, 2007, as amended by Amendment No. 1 on February 7,
2008 and Amendment No. 2 on February 21, 2008, by Ezra Dabah and Renee Dabah
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"). Golden Gate Private Equity, Inc. ("Golden Gate"
and, together with Ezra Dabah and Renee Dabah, the "Reporting Persons") is
hereby added as a Reporting Person to the Schedule 13D. 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.
The Reporting Persons have entered into an Amended and Restated Joint
Filing Agreement, dated as of May 14, 2008, a copy of which is filed herewith as
Exhibit E to the Statement, and which is incorporated herein by reference.
Neither the fact of this filing nor anything contained herein shall be deemed an
admission by the Reporting Persons that they constitute a "group" as such term
is used in Section 13(d)(1)(k) of the rules and regulations under the Securities
Exchange Act of 1934, as amended.
Items 2, 4, 5, 6 and 7 are hereby amended and supplemented as follows:
Item 2. Identity and Background.
Golden Gate is a Delaware corporation whose principal business is to serve
as the management company of various investment funds which make investments in
businesses and companies. Golden Gate's principal place of business and
principal office is One Embarcadero Center, 39th Floor, San Francisco,
California 94111. Golden Gate has not, during the past five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
matters) or (ii) been a 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.
Item 4. Purpose of Transaction.
On May 9, 2008, the Company announced the appointment of Mr. Louis
Lipschitz and Dr. Joseph A. Alutto to the Board of Directors of the Company (the
"Board"), effective immediately. The Company also announced its slate for the
upcoming annual shareholder meeting scheduled for June 27, 2008. The slate is
comprised of Mr. Lipschitz, Dr. Alutto, Mr. Dabah, Charles Crovitz, Robert Fisch
and Stanley Silverstein. Ezra Dabah has agreed to vote in favor of this slate of
nominees for election to the Board.
The Company also announced that the Board will consider a full range of
strategic alternatives available to maximize shareholder value, including the
potential sale of the Company. To accommodate the evaluation of all strategic
options of the Company, the Board has granted Mr. Dabah's request, submitted to
the Board on February 6, 2008, for approval under Section 203 of the Delaware
General Corporation Law to permit Mr. Dabah, or any entity
controlled by Mr. Dabah, to enter into one or more agreements with investment
funds affiliated with Golden Gate for the purpose of making a proposal to the
Board to acquire the Company's outstanding stock.
On May 12, 2008, Mr. Dabah and Golden Gate entered into a non-binding
(other than with respect to exclusivity) understanding with respect to their
mutual participation in a potential acquisition of the Company. Mr. Dabah and
Golden Gate have agreed that, for a period of ninety days from May 12, 2008 (the
"Exclusivity Period"), they will work together exclusively to develop a formal
proposal to acquire the Company. Mr. Dabah and Golden Gate have agreed that,
during the Exclusivity Period, neither they nor any of their representatives or
agents will discuss, pursue, enter into any agreement, vote in favor of or
participate in any manner with respect to the acquisition of all or any
substantial portion of the capital stock or assets of the Company (a "Business
Combination Transaction") without the participation of the other party in any
such transaction. However, neither Mr. Dabah nor Golden Gate will be prevented
from participating in (i) any back end merger of the Company following the
acquisition by a third party of a majority interest in the capital stock of the
Company or (ii) any Business Combination Transaction between the Company and a
third party that (A) did not involve the participation of such party prior to
the approval of such transaction by the independent members of the Board and (B)
Mr. Dabah and Golden Gate mutually agree not to attempt to overbid. If either
Mr. Dabah or Golden Gate receives a proposal, offer or expression of interest to
engage in a Business Combination Transaction during the Exclusivity Period, that
party must promptly notify the other of such proposal, offer or expression of
interest and provide the other party with all material information relating
thereto. There can be no assurance that any acquisition proposal will be made to
the Company by Mr. Dabah and Golden Gate or, if made, that such a proposal will
lead to an agreement with the Company providing for a sale of the Company.
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.
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 5. Interest in Securities of the Issuer.
Based upon the Company's Preliminary Proxy Statement on Schedule 14A for
the 2008 Annual Meeting of Stockholders, filed with the Securities and Exchange
Commission on May 13, 2008, there were 29,264,331 shares of Common Stock
outstanding as of April 30, 2008. Ezra Dabah is the beneficial owner of
4,985,710 shares of Common Stock of the Company, representing 17.0% of the total
number of shares outstanding as of April 30, 2008.(1) Mr. Dabah (i) has the sole
power to vote or to direct the vote and to dispose or direct the disposition of
1,556,250 of such shares (which includes 185,000 shares that are issuable upon
the exercise of outstanding vested options), (ii) has shared power to vote or to
direct the vote and to dispose or direct the disposition of 2,879,360 of such
shares held by Mr. Dabah and others, as custodians or trustees for Mr. Dabah's
children and certain other family members, (iii) has shared power to vote or to
direct the vote and to dispose or direct the disposition of 376,000 of such
shares held
by Mr. Dabah and his wife as joint tenants with right of survivorship and (iv)
may be deemed to have shared power to vote or to direct the vote and to dispose
or direct the disposition of 104,100 of such shares owned by Mr. Dabah's wife.
Mr. Dabah may also be deemed the beneficial owner of 20,000 shares of Common
Stock held by The Dabah Children Charitable Foundation, Inc. and 50,000 shares
of Common Stock held by the Renee and Ezra Dabah Charitable Foundation, Inc.
Renee Dabah, wife of Ezra Dabah, is the beneficial owner of 4,985,710
shares of Common Stock of the Company, representing 17.0% of the total number of
shares outstanding as of April 30, 2008.(1) Mrs. Dabah (i) has the sole power to
vote or to direct the vote and to dispose or direct the disposition of 104,100
of such shares, (ii) has shared power to vote or to direct the vote and to
dispose or direct the disposition of 2,879,360 of such shares held by Mrs. Dabah
and others, as custodians or trustees for Mrs. Dabah's children and certain
other family members, (iii) has shared power to vote or to direct the vote and
to dispose or direct the disposition of 376,000 of such shares held by Mrs.
Dabah and her husband as joint tenants with right of survivorship and (iv) may
be deemed to have shared power to vote or to direct the vote and to dispose or
direct the disposition of 1,556,250 of such shares (which includes 185,000
shares that are issuable to Mrs. Dabah's husband upon the exercise of vested
stock options) owned by Mrs. Dabah's husband. Mrs. Dabah may also be deemed the
beneficial owner of 20,000 shares of Common Stock held by The Dabah Children
Charitable Foundation, Inc. and 50,000 shares of Common Stock held by the Renee
and Ezra Dabah Charitable Foundation, Inc.
As a result of the agreement of May 12, 2008 described in Item 4 above,
Golden Gate may be deemed to have shared voting power and shared dispositive
power with regard to, and therefore may be deemed to beneficially own, the
4,985,710 shares of Common Stock of the Company beneficially owned by Ezra and
Renee Dabah, representing 17.0% of the total number of shares outstanding as of
April 30, 2008. Golden Gate expressly disclaims beneficial ownership of the
shares of Common Stock of the Company beneficially owned by Ezra and Renee
Dabah.
(c) On April 1, 2008, Ezra and Renee Dabah made a gift of 19,600 shares of
Common Stock held in a joint account to the Renee and Ezra Dabah Charitable
Foundation, Inc. On April 2, 2008, the Renee and Ezra Dabah Charitable
Foundation, Inc. sold 19,600 shares on the open market at a price of $25.18 per
share. On April 28, 2008, Ezra and Renee Dabah made a gift of 50,000 shares of
Common Stock held in a joint account to the Renee and Ezra Dabah Charitable
Foundation, Inc.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
3. On May 12, 2008, Mr. Dabah and Golden Gate entered into a non-binding (other
than with respect to exclusivity) understanding with respect to their mutual
participation in a potential acquisition of the Company, as described in Item 4
above. A copy of the letter agreement is filed herewith as Exhibit D and
incorporated herein by reference.
4. On May 14, 2008, Ezra Dabah, Renee Dabah and Golden Gate entered into an
Amended and Restated Joint Filing Agreement (the "Amended and Restated Joint
Filing Agreement"). A copy of the Amended and Restated Joint Filing Agreement is
filed herewith as Exhibit E and incorporated herein by reference.
Item 7. Material to be filed as Exhibits.
Exhibit D Letter Agreement, dated May 12, 2008, between Ezra Dabah and
Golden Gate Private Equity, Inc.
Exhibit E Amended and Restated Joint Filing Agreement, dated May 14,
2008, by and among Ezra Dabah, Renee Dabah and Golden Gate
Private Equity, Inc.
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
GOLDEN GATE PRIVATE EQUITY,
INC.
By: /s/ Stefan Kaluzny
-----------------------------
Name: Stefan Kaluzny
Title: Managing Director
Dated: May 14, 2008
[Signature Page to Schedule 13D - The Children's Place Retail Stores, Inc.]
EXHIBIT D
May 12, 2008
Mr. Ezra Dabah
120 Central Park South
Apt. 6A
New York, NY 10019
Dear Mr. Dabah:
The undersigned agree that the attached term sheet titled "Project Diamond
Illustrative Transaction Terms" (the "Term Sheet") sets forth the current
non-binding understanding of the undersigned with respect to their mutual
participation in the potential going-private acquisition of The Children's Place
Retail Stores, Inc. ("TCP") (the "Potential Acquisition") and the other matters
set forth in such Term Sheet; it being agreed and understood that neither the
existence or the contents of the Term Sheet nor any prior or subsequent course
of conduct or dealing among the undersigned and/or their respective affiliates
is intended to create or shall create any binding legal obligation among the
undersigned and/or their respective affiliates. None of the undersigned or any
of their respective affiliates shall have any liability or obligation to any
person or entity with respect to the Potential Acquisition or any of the matters
described in the Term Sheet unless and until the undersigned and their
respective affiliates enter into definitive written agreements with respect to
any such matters.
Notwithstanding the foregoing, from and after the date hereof through and
including August 13, 2008 (the "Exclusivity Period"), each of the undersigned
agrees, on behalf of itself and each of its affiliates, that neither they nor
any of their respective representatives or agents will discuss, pursue or enter
into any agreement or vote in favor of or participate in any manner with respect
to the acquisition of all or any substantial portion of capital stock or assets
of TCP (whether by purchase, merger, recapitalization, tender offer or
otherwise) (a "Business Combination Transaction") without the participation of
each of the undersigned in any such transaction on such terms as may be mutually
agreed to by the undersigned; provided that the aforementioned limitation shall
not prevent either of the undersigned from participating in any (i) back end
merger of TCP following the acquisition by a third party of a majority interest
in the capital stock of TCP or (ii) Business Combination Transaction between TCP
and a third party that (A) did not involve the participation of such party prior
to the approval of such transaction by the independent members of the board of
directors of TCP and (B) the undersigned mutually agree not to attempt to
overbid. If either of the undersigned receives a proposal, offer or expression
of interest to engage in a Business Combination Transaction during the
Exclusivity Period, then such party shall promptly inform the other party of
such proposal, offer or expression of interest and provide the other party with
all material information regarding such proposal, offer or expression of
interest (including copies of all written or electronic materials with respect
thereto). The provisions of this paragraph represent a binding agreement between
the undersigned.
For so long as the undersigned constitute a group (within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), they shall
mutually agree upon the form and content of all filings required by applicable
securities laws that relate to or involve the Potential Acquisition and/or the
relationship between the undersigned with respect thereto, including all filings
on Schedule 13D. Subject to the foregoing sentence, for so long as the
undersigned constitute a group, each of the undersigned agrees that, without
prior written consent of the other party or as required by law, neither such
party nor its representatives shall disclose to any person any information
regarding the Potential Acquisition or the potential business relationship
between the undersigned, including the status of any discussions or negotiations
with respect thereto and any of the
terms, conditions or other facts with respect to any such transaction. The
provisions of this paragraph represent a binding agreement between the
undersigned.
Sincerely,
Golden Gate Private Equity, Inc.
By: /s/ Stefan Kaluzny
----------------------------
Stefan Kaluzny, a Managing
Director
Accepted and Agreed to as of the date
first written above:
/s/ Ezra Dabah
- ----------------------------
Ezra Dabah
EXHIBIT E
AMENDED AND RESTATED SCHEDULE 13D JOINT FILING AGREEMENT
The undersigned and each other person executing this joint filing
agreement (this "Agreement") agree as follows:
(i) The undersigned and each other person executing this Agreement are
individually eligible to use the Schedule 13D to which this Exhibit is attached
and such Schedule 13D is filed on behalf of the undersigned and each other
person executing this Agreement; and
(ii) The undersigned and each other person executing this Agreement are
responsible for the timely filing of such Schedule 13D and any amendments
thereto, and for the completeness and accuracy of the information concerning
such person contained therein; but none of the undersigned or any other person
executing this Agreement is responsible for the completeness or accuracy of the
information statement concerning any other persons making the filing, unless
such person knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.
EZRA DABAH
By: /s/ Ezrah Dabah
-----------------------------
Name: Ezra Dabah
RENEE DABAH
By: /s/ Renee Dabah
-----------------------------
Name: Renee Dabah
GOLDEN GATE PRIVATE EQUITY,
INC.
By: /s/ Stefan Kaluzny
-----------------------------
Name: Stefan Kaluzny
Title: Managing Director
Dated: May 14, 2008