UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
April 24, 2009
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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 sections 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) |_|
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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 1,643,250
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 3,359,460
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
1,643,250
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10 SHARED DISPOSITIVE POWER
3,359,460
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,002,710(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 1,618,430 shares of Common Stock that may be deemed to be
beneficially owned by certain relatives of Mr. Dabah, including (i) 404,800
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)
215,300 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 or
(iii) 998,330 shares of Common Stock held by Gila Dweck, Mr. Dabah's sister, and
her children held both directly and in trust. 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) |_|
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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 4,898,610
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
104,100
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,898,610
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,002,710(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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This Amendment No. 4 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 filed on February
7, 2008, Amendment No. 2 filed on February 21, 2008 and Amendment No. 3 filed on
May 15, 2008 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"). The Schedule 13D and Amendments No. 1 and
No. 2 were filed by Ezra Dabah ("Mr. Dabah"), Renee Dabah ("Mrs. Dabah" and,
together with Mr. Dabah, the "Reporting Persons"). Amendment No. 3 was filed by
the Reporting Persons and Golden Gate Private Equity, Inc. ("Golden Gate").
Golden Gate has ceased to be a reporting person. 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 a Second Amended and Restated
Joint Filing Agreement, dated as of April 24, 2009, a copy of which is filed
herewith as Exhibit F to the Schedule 13D, 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 4, 5, 6 and 7 are hereby amended and supplemented as follows:
Item 4. Purpose of Transaction.
As previously disclosed in this Schedule 13D, the Reporting Persons and
Golden Gate entered into an understanding with respect to their mutual
participation in a potential acquisition of the Company. In May 2008, the
Company announced that its review of strategic alternatives would include the
potential sale of the Company.
The Reporting Persons and Golden Gate participated in the Company's sales
process, conducted a due diligence review of the Company, and ultimately
determined not to submit a formal, binding acquisition proposal, mainly due to
the weak debt markets, which had deteriorated during the Company's lengthy
nine-month sales process. On February 5, 2009, the Company announced that its
Board of Directors had completed its previously announced review of strategic
alternatives. Such review did not result in a sale of the Company.
The Reporting Persons and Golden Gate have no current agreement or
understanding with respect to a potential acquisition of the Company.
Accordingly, Golden Gate has ceased to be a reporting person under this Schedule
13D.
The Reporting Persons, as large, long-term shareholders of the Company,
remain concerned about the ability of the incumbent management and Board of
Directors of the Company to sustain future growth and increase shareholder
value, particularly in light of the need for the Company to introduce and
implement viable strategies which addresses several important growth
opportunities available to the Company. As such, the Reporting Persons are
considering their alternatives with respect to their investment in the Company
and possible means to maximize shareholder value, including through a possible
proxy solicitation to elect
directors to the Company's Board of Directors and/or to seek shareholder
approval of proposals the Reporting Persons may make. The Reporting Persons will
also continue to urge the Board of Directors to change certain senior management
of the Company, and promptly replace its interim chief executive officer with a
permanent chief executive officer capable of generating and implementing
strategies to take advantage of the growth opportunities available to the
Company, and in conjunction therewith, the Reporting Persons may propose new
candidates for senior management positions. In connection with their
consideration of various strategies, the Reporting Persons may contact and
discuss with third parties, including other shareholders of the Company, their
respective views of the Company, the Company's prospects and possible strategies
to maximize shareholder value.
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 5. Interest in Securities of the Issuer.
(a) - (b)
Based upon the Company's Form 10-K, filed with the Securities and Exchange
Commission on April 1, 2009, there were 29,471,432 shares of Common Stock
outstanding as of March 26, 2009. Ezra Dabah is the beneficial owner of
5,002,710 shares of Common Stock of the Company, representing 17.0% of the total
number of shares outstanding as of March 26, 2009.(1) Mr. Dabah (i) has the sole
power to vote or to direct the vote and to dispose or direct the disposition of
1,643,250 of such shares (which includes 272,000 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.
Renee Dabah, wife of Ezra Dabah, is the beneficial owner of 5,002,710
shares of Common Stock of the Company, representing 17.0% of the total number of
shares outstanding as of March 26, 2009.(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 1,643,250 of such shares (which includes 272,000
shares that are issuable to Mrs. Dabah's husband upon the exercise of vested
stock options) owned by Mrs. Dabah's husband.
(c) None.
(d) N/A.
(e) N/A.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
5. On April 24, 2009, Ezra Dabah and Renee Dabah entered into a Second
Amended and Restated Joint Filing Agreement (the "Second Amended and Restated
Joint Filing Agreement"). A copy of the Second Amended and Restated Joint Filing
Agreement is filed herewith as Exhibit F and incorporated herein by reference.
Item 7. Material to be filed as Exhibits.
Exhibit F Second Amended and Restated Joint Filing Agreement, dated
April 24, 2009, by and among Ezra Dabah and Renee 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
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Name: Renee Dabah
Dated: April 24, 2009
EXHIBIT F
SECOND 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
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Name: Ezra Dabah
RENEE DABAH
By: /s/ Renee Dabah
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Name: Renee Dabah
Dated: April 24, 2009