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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[_] Definitive Proxy Statement
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[X] Soliciting Material Pursuant to ss.240.14a-12
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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On June 18, 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
FILES DEFINITIVE PROXY MATERIALS AND PUBLICIZES LETTER TO SHAREHOLDERS
Urges Shareholders to Vote FOR the Committees' Nominees
on the GOLD Proxy Card Today
New York - June 18, 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 filed
with the Securities and Exchange Commission ("SEC") definitive proxy materials
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. The Company's Annual Meeting is scheduled to be
held on July 31, 2009 and Shareholders of record as of June 30, 2009 are
entitled to vote at the meeting.
The Committee believes the Board's nominees lack the relevant expertise required
to lead the Company into the future and generate innovation and growth.
Accordingly, the Committee has nominated Raphael Benaroya, Jeremy J. Fingerman
and Ross B. Glickman - each of whom possesses relevant experience in key areas
of the Company's business and would, if elected, bring much-needed insight and
fresh perspective to the Board, thereby significantly enhancing the current
composition of the Board to foster Shareholder value creation.
The Committee today mailed the following letter to shareholders of The
Children's Place:
THE COMMITTEE OF CONCERNED SHAREHOLDERS
OF THE CHILDREN'S PLACE
PROTECT YOUR INVESTMENT IN THE CHILDREN'S PLACE
VOTE THE GOLD PROXY CARD TODAY
June 18, 2009
Dear Fellow Shareholder,
The Committee of Concerned Shareholders of The Children's Place, which
collectively owns approximately 22% of the Company's outstanding shares,
has serious concerns about the future of your investment in the Company.
We believe your Company's strong foundation is being undermined by an
inexperienced Interim CEO and a complacent Board of Directors, neither of
which appears to understand that the success of this Company rests on its
people and its creative and entrepreneurial culture.
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We have therefore nominated three completely independent, talented and
experienced individuals - Raphael Benaroya, Jeremy J. Fingerman and Ross
B. Glickman - for election to the Company's Board. Each is a proven
executive with no pre-existing professional or business relationship with
me. We firmly believe that experienced and growth-oriented directors are
required, and that if new directors are not elected, the value of your
investment is at risk. Indeed, this past May the Company reported its
worst monthly comparable store sales results in six years.
Rather than face up to the reality that long-term shareholder value is in
jeopardy, the current Board, under Interim Chair Ms. Kasaks and Interim
CEO Mr. Crovitz, has resorted to a personal and blatantly misleading
attack on me. They mischaracterize the Committee's intentions and motives.
I am not a candidate in this election, I am not running for the CEO
position and, contrary to their unsubstantiated and misleading assertions,
we are not seeking control of the Company. As the Company's largest
shareholders, we are extremely concerned about the future of our
substantial investment and are seeking to protect it by electing
unquestionably independent, qualified directors who will push for change
and help drive growth at the Company. Unlike the current leadership, none
of whose 1.8% total ownership was acquired through purchases in the open
market, our interests are clearly aligned with all of our fellow
shareholders.
We are seeking to protect and preserve the value of the Company for all
shareholders. Consider the facts. Consider our independent nominees and
their qualifications. Then please vote your shares by internet or phone,
or by signing, dating and returning the enclosed GOLD proxy today.
DON'T BE MISLED AS TO WHO IS
RESPONSIBLE FOR THE COMPANY'S RECENT RESULTS
While the incumbents cite 2008 results as evidence of their management
skills, we believe those results are due to the strong foundation and
unique brand positioning established by the prior leadership. In 2007,
that same team designed and purchased the products that proved successful
in 2008. Under my leadership, the Company delivered a CAGR growth of 29%
in both revenues and earnings-per-share over a 10 year period, beginning
with the Company's public offering in 1997.
The Committee is concerned that under its interim leadership, The
Children's Place's performance cannot be sustained and will eventually
fade - as illustrated by the fact that the Company has only reported one
month of comparable store sales growth since November 2008, culminating
with a decline of 9% in May 2009, the worst monthly comparable store sales
results in six years - and the Company will no longer be able to rely on
the foundation and momentum established by the Company's former
leadership. Shareholders do not need to look far for a cautionary example:
Ms. Kasaks was appointed Chairman and CEO of Pacific Sunwear, Inc. in
2007. Under her stewardship, shareholders have seen almost 84% of their
investment disappear. Ask yourself: would you be satisfied to see a
similar result at The Children's Place?
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THE BOARD HAS FAILED TO FIND A CEO AND
HAS DEMONSTRATED NO PLAN FOR GROWTH
While the Board has repeatedly acknowledged that the Interim CEO Mr.
Crovitz needs to be replaced, it continues to neglect this #1 priority.
Nearly 21 months after the search for a permanent CEO began, there is
still no candidate in sight. As a result of this ongoing failure to
identify a permanent CEO, the Company has lost a large number of key
senior executives and has not been able to attract new talent to fill
vacancies. In fact, the Company is also operating without a President, a
General Merchandise Manager or General Counsel.
In addition, the Committee is concerned about the Company's failure to
sufficiently articulate any future growth initiatives. The Committee
believes there are a number of growth options the Company should be
pursuing, including the promising children's footwear concept, which has
been largely abandoned. Furthermore, interim management and the Board have
made a number of decisions that have wasted millions of shareholders'
dollars. One example is the Company's decision in December 2007 to
repatriate cash from overseas, which destroyed close to $60 million in
shareholder value.
THE VALUE OF YOUR INVESTMENT IS AT RISK -
CHANGE IS REQUIRED
The value of your investment in The Children's Place is at risk and we are
convinced that change is required. We need an experienced and engaged
Board and an aggressive, motivational CEO who will bring back a focus on
product and inject passion into the business again. The Company cannot
rely simply on cost-cutting measures to generate success. The Company's
leadership needs to understand that a unique product assortment and a
sound growth strategy have always been the cornerstones of The Children's
Place's success and are critical to its future.
We are asking for your support to elect three independent, talented and
highly experienced individuals - Raphael Benaroya, Jeremy J. Fingerman and
Ross B. Glickman - to the Company's Board. We believe this change will
help stem the loss of creative talent and energy that continues to drain
from the Company. Now is your opportunity to vote for independent, skilled
directors who are committed to setting the Company on a path of profitable
growth, expansion and enhanced shareholder value.
THE COMMITTEE'S INDEPENDENT, EXPERIENCED AND HIGHLY QUALIFIED
NOMINEES ARE COMMITTED TO ENHANCING VALUE FOR ALL
SHAREHOLDERS
With your vote for our nominees on the GOLD proxy card, we are confident
we can make The Children's Place into the thriving engine of creativity,
growth and profitability that it once was and should continue to be for
many years to come. Our three nominees are each proven executives and
bring to the Board the relevant perspective, skills and
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vision that are currently lacking. They understand their responsibility as
directors to protect and grow value for all shareholders.
Raphael Benaroya offers a necessary blend of senior level specialty
apparel retailing and mass consumer marketing experience, as well as a
deep understanding of the children's marketplace and the consumers it
targets. Mr. Benaroya is currently Chairman of the Board of Directors of
Russ Berrie Inc., a public company that specializes in the design, import,
marketing and distribution of infant and juvenile consumer products, and
has served as the Chairman of F.A.O. Schwartz (post bankruptcy). He is
also Managing Director of American Licensing Group, L.P., a company
specializing in consumer goods brand name licensing. Mr. Benaroya was also
the Chairman of the Board, President and Chief Executive Officer of United
Retail Group Inc., a public specialty retailer of women's fashions, from
1989 until its successful sale in 2007.
Jeremy J. Fingerman brings to the Company more than 20 years of mass
marketing and brand management experience. Mr. Fingerman is Founder and
Managing Principal of Clairmont Ventures, a strategic consulting and
investment advisory firm focused on transforming brands and businesses.
Most recently, he served as President and Chief Executive Officer of
R.A.B. Food Group, LLC, where during his tenure, the business grew by more
than 50% through organic growth initiatives and acquisitions. Prior to
joining R.A.B., Mr. Fingerman served as President of the U.S. Soup
Division at Campbell Soup Company, during which time the U.S. soup
franchise generated three consecutive years of consumption growth for the
first time in 18 years.
Ross B. Glickman offers 35 years of specialty retail and real estate
experience, with extensive expertise in retail real estate issues and
current market developments. Mr. Glickman is currently Chairman and Chief
Executive Officer of Urban Retail Properties, LLC, a development, leasing
and management real estate company, specializing in retail shopping
centers, with approximately 28 million square feet under management. Urban
Retail Properties is the developer of over 75 domestic and international
premier shopping destinations and mixed use products, including Water
Tower Place and 900 North Michigan Shops in Chicago, Copley Place in
Boston, and the redevelopment of the Houston Galleria and Old Orchard
Center in Skokie, Illinois.
THE INCUMBENT NOMINEES HAVE POOR TRACK RECORDS AND
LACK THE REQUISITE CREDENTIALS TO LEAD THE CHILDREN'S PLACE
In stark contrast, the Company's incumbent nominees lack the relevant
skills needed to drive future growth and value for you - the shareholders,
and true owners, of the Company.
Consider who the Company proposes:
Sally Kasaks, Interim Chair of the Board since January 2007, was replaced
yesterday as CEO of Pacific Sunwear on the heels of an 84% decline in
Pacific Sunwear's stock price since her appointment in May 2007 and a
recent proxy contest during which
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shareholders cited "disastrous performance" and called for her immediate
resignation. Her checkered track record as a manager dates back many
years. As CEO of Ann Taylor from 1992 to 1996, she oversaw a 27% decline
in the Company's stock price. It seems almost inevitable that the original
Search Committee, chaired by Ms. Kasaks, who was CEO of a struggling
company on the other side of the continent, failed to find a much needed
replacement for Interim CEO Mr. Crovitz, despite 21 months of effort.
Norman Matthews, 76, appointed to the Company's Board only three months
ago, brings a less than impressive resume that includes directorships at
companies with weak performance and several bankruptcies. We do not
believe Mr. Matthews can bring the forward outlook necessary to
understanding and preserving the youthful, contemporary image unique to
The Children's Place brand. Furthermore, Mr. Matthews' last full-time
management position with a public company was at Federated Department
Stores, Inc. in 1988. In the Committee's view, Mr. Matthews' experience is
ill-suited for the demanding requirements of guiding the Company through
the most challenging retail environment in decades.
Malcolm Elvey's only retail experience was a stint at Metro Cash and Carry
over 30 years ago. We believe his lack of relevant retail experience will
hinder his ability to guide the strategic direction of the Company.
As one can readily see, our independent nominees have superior proven
skills in specialty apparel retailing, mass consumer marketing and
branding, and retail real estate strategy, and are the right directors for
this Board.
SETTING THE RECORD STRAIGHT ONCE AND FOR ALL
This proxy solicitation is for the welfare of all shareholders and not
about me. Rather than allowing shareholders the opportunity to make an
informed voting decision based on the candidates' respective merits, the
Company has resorted instead to personal attacks on me.
Let's set the record straight once and for all:
o My purpose and the Committee's purpose is to preserve and
protect the value of all shareholders' investments in the
Company through the election of the Committee's nominees who
are independent and who we believe are simply more qualified
to represent the interests of all of our shareholders.
o My resignation as CEO was the result of a negotiation between
myself and the Board, and I was in fact offered the
opportunity to stay on as a Senior Advisor to the Company at
the same compensation as I was earning as CEO. I remain a
director of the Company.
o I left behind a Company whose net sales increased from $193
million in fiscal 1997 to more than $2 billion in fiscal 2006
and whose shareholders
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saw their investment increase 244% in less than 10 years from
the initial public offering.
o Ms. Kasaks and Mr. Elvey were members of the Compensation
Committee, which oversaw the Company's options plans and grant
procedures. Contrary to the Company's suggestion, the
investigation concluded that I received no options that were
not properly approved and was found not to have engaged in any
wrongdoing.
o Despite the Company's mischaracterizations, after conducting
an investigation, the Audit Committee found that I merely
pledged my shares in a customary brokerage margin account
without first notifying the Company and that I inadvertently
failed to report when my wife's ownership of shares in the
Company increased by an immaterial amount as a result of the
dissolution of a family trust. The Board concluded that I did
not obtain any personal benefit. Contrary to what the
incumbent directors would have you believe, I have never
traded shares in violation of the Company's internal policies
or the securities laws.
PROTECT YOUR INVESTMENT IN THE CHILDREN'S PLACE
VOTE THE GOLD PROXY CARD TODAY
This contest is about the future the Company faces under current
leadership, and your vote can make a difference. Do not be misled by the
incumbent directors' baseless innuendo.
Vote the GOLD proxy card today to elect Messrs. Benaroya, Fingerman and
Glickman. Add much-needed independence, insight, experience and fresh
perspectives to The Children's Place Board. Vote your shares on the GOLD
proxy--by phone or Internet following the instructions on your GOLD proxy
card--or by signing dating and returning it in the envelope provided.
Thank you for your support.
Sincerely yours,
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.
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Important Information
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.
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