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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On June 26, 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 Committees' Nominees on the GOLD Proxy
Card Today
New York - June 26, 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.
This upcoming election of directors is about the future of The Children's Place
- - and all votes can make a difference. The choice is clear - by voting on the
GOLD proxy card, shareholders can elect three experienced and independent Board
nominees who are dedicated to protecting and enhancing the value of The
Children's Place. The Committee urges shareholders to act now to ensure that
their shares are represented at the upcoming Annual Meeting.
The Committee today sent the following letter to all shareholders:
PROTECT YOUR INVESTMENT IN THE CHILDREN'S PLACE
VOTE THE GOLD PROXY CARD TODAY
June 26, 2009
Dear Fellow Shareholder,
This upcoming election of Directors is about the future of our Company -
and your vote can make a difference. At the Company's upcoming Annual
Meeting of Shareholders, we urge you to vote the GOLD proxy card for our
three director nominees - Raphael Benaroya, Jeremy J. Fingerman and Ross
B. Glickman. Our nominees are independent. Our nominees are experienced
and accomplished. Our nominees will be committed to protecting and growing
the value of the Company for all shareholders.
WE ARE CONCERNED THAT THE COMPANY FACES A DECLINE IN VALUE
UNDER CURRENT LEADERSHIP
The Committee of Concerned Shareholders of The Children's Place, which
owns approximately 22% of the Company's outstanding shares, believes that
the current Board lacks certain core competencies, experience and vision
that are necessary to protect your investment and enhance
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the Company's growth prospects. To protect and grow your investment in The
Children's Place, we believe the Company needs an experienced and engaged
Board. Only you, the true owners of the Company, can make that happen.
Your vote is extremely important, no matter how many or how few shares you
own. Vote today on the GOLD proxy card by telephone or Internet, or by
signing, dating, and returning the GOLD proxy card in the postage paid
envelope provided. Simply discard any white proxy cards you receive from
the Company.
THE CURRENT BOARD AND INTERIM LEADERSHIP ARE RESPONSIBLE FOR THE
COMPANY'S RECENT WEAK RESULTS
We are concerned that the Company's results over the past few quarters
cannot be sustained. Consider the Company's recent performance:
o The Company's stock price has decreased 28% since the
beginning of June 2009;
o Since November 2008, the Company's same store sales have
declined in all but one month; and
o In May 2009, The Children's Place reported a 9% decline in
comparable store sales--the Company's worst monthly results in
over three years (as far back as the Company has disclosed its
new comparable store sales methodology) and 11% lower than
median comparable store sales for other value retailers.
See for yourself. Industry analysts are voicing their concerns about the
Company and its future.(1)
"We expect shares of PLCE to be weak following disappointing May
sales and as investors examine the company's erratic sales trends
and the potential for limited gross margin restoration given
indications of higher product costs continuing into Q2."
- Betty Chen, Wedbush Morgan Securities, 4 June 2009
"We are concerned that the company could lose some competitive edge
as its price differential narrows relative to other children's
retailers...At more than 900 stores, Children's Place is a mature
concept with limited domestic growth prospects...We believe there
may be room for additional expansion in Canada, but by and large, we
believe any meaningful square footage expansion would need to come
from a new growth concept, given the maturity of core Place."
- John Morris, BMO Capital Markets, 27 May 2009
The Committee believes the Company's recent poor performance points to the
beginning of a downward trend that jeopardizes your investment in The
Children's Place. Immediate change is required. Vote the GOLD card today
to elect directors who bring fresh perspectives and who will work to
install permanent leadership to drive growth at The Children's Place.
THE BOARD'S NOMINEES DO NOT MERIT RE-ELECTION
We are concerned that the current Board has failed to act on certain key
priorities and that further delay could significantly impair the value of
your investment.
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(1) Permission to use quotations was neither sought nor obtained.
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o AFTER 21 MONTHS, STILL NO PERMANENT CEO: Since September 2007,
your Company has been operating with an interim leadership
team. The Company's Interim CEO, Charles Crovitz, lacks the
very qualities that the current Board has acknowledged it is
looking for in a permanent CEO. Mr. Crovitz has NO public
company CEO experience; and NO product development,
merchandising, marketing or real estate experience - areas
that are most critical to the successful leadership of a
specialty retailer like The Children's Place.
Over the last 21 months, the Board, mindful of Mr. Crovitz's
shortcomings, has repeatedly acknowledged the need to appoint
a permanent CEO, yet it has failed in this fundamental and
critical responsibility.
o WHAT THE CURRENT BOARD HASN'T TOLD YOU ABOUT SALLY KASAKS:
Only one day after the Company made its proxy statement
available to you, the shareholders, and included in it a
discussion of Interim Chairman Sally Kasaks's qualifications
and the Board's support for her re-election, Ms. Kasaks was
replaced as Chairman and CEO of Pacific Sunwear. Ask yourself:
If Ms. Kasaks isn't good enough for Pacific Sunwear, why is
she good enough for The Children's Place?
o EXCESSIVE COMPENSATION FOR INTERIM CEO: The Board's
Compensation Committee, which is chaired by Ms. Kasaks, set
and approved Mr. Crovitz's generous compensation package. In
FY 2008, Mr. Crovitz received nearly $4 million (including
over $500,000 in perquisites) for serving as an Interim CEO -
a salary, we note, that is higher than that of many permanent
CEOs in the retail industry today. We also note that Mr.
Crovitz's compensation is almost quadruple, and his term as
Interim CEO is already three times longer than, the median of
other Interim CEOs in the retail industry.
In addition, Mr. Crovitz's employment contract calls for tax
gross-up payments for certain perquisites he receives,
including a temporary living allowance of $15,500 per month, a
furniture allowance of $2,000 per month and weekly round trip
airfare for two to his residence in Martha's Vineyard,
Massachusetts. Also, on February 5, 2009, Mr. Crovitz was
granted an additional restricted stock award of 55,401 shares
of common stock valued at close to $1 million. Ask yourself:
How quickly would you act to give up a temporary job that paid
you almost $4 million a year, including over $500,000 in
perks?
o A NUMBER OF SENIOR EMPLOYEES HAVE LEFT THE COMPANY AND THERE
ARE STILL NUMEROUS VACANCIES IN SENIOR MANAGEMENT: Creative
and entrepreneurial employees have always been the lifeblood
of The Children's Place and the key to its success. Since Mr.
Crovitz became Interim CEO, the Company has been unable to
retain key management talent, most of whom still have not been
replaced. In fact, the Company is currently operating without
a President, a General Merchandise Manager or a General
Counsel. We believe these departures prevent the Company from
performing at its full potential. Ask yourself: How can the
Company retain and attract key talent without resolution on
the issues surrounding interim management and the resulting
uncertainty about the future direction of The Children's
Place?
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THE INCUMBENT NOMINEES LACK THE REQUISITE CREDENTIALS
TO LEAD THE CHILDREN'S PLACE
We believe the Board's incumbent nominees lack experience in areas that
are critical to the Company's success, including specialty apparel
retailing, mass consumer marketing and branding and retail real estate
strategy, all of which we believe are necessary for the Company to excel
in today's retail environment.
X Sally Kasaks was just replaced as Chairman and CEO of Pacific
Sunwear, after overseeing an almost 84% decline in the
Company's stock price. While stock prices can be affected by
many factors, she also oversaw a 27% decline in Ann Taylor's
stock price when she served as CEO from 1992 to 1996.
X Norman Matthews, 76, recently appointed by the
Crovitz/Kasaks-led Board, has held directorships at several
companies that have filed for bankruptcy or been liquidated,
including Levitz, Lechters (he resigned less than four months
prior to the Company's Chapter 11 filing), and Loehmann's. His
last full time management position with a public company was
in 1988.
X Malcom Elvey's limited retail company experience includes only
a brief stint at Metro Cash and Carry over 30 years ago.
NOW IS THE TIME FOR CHANGE
Shareholders deserve independent, growth-oriented directors who bring
fresh perspectives and will actively oversee the development and
implementation of growth initiatives to enhance shareholder value. We are
confident that the Committee's three independent nominees - Raphael
Benaroya, Jeremy J. Fingerman and Ross B. Glickman - meet these criteria
and are better qualified to serve on The Children's Place Board.
o Raphael Benaroya: Senior level specialty apparel retailing and
mass consumer marketing experience, and a deep understanding
of the children's marketplace and its targeted consumers. 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). 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.
o Jeremy J. Fingerman: More than 20 years of mass marketing and
brand management experience. Mr. Fingerman most recently
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.
o Ross Glickman: 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
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development, leasing and management real estate company,
specializing in retail shopping centers, with approximately 28
million square feet under management.
Our three independent nominees are highly-qualified, proven executives
with extensive experience in key areas of the Company's business,
including specialty apparel retailing, mass consumer marketing and real
estate strategy. They will add complementary skills that are currently
lacking from the Board. We believe electing these independent nominees
will significantly improve the current Board composition. All three
independent nominees have successful leadership track records and, if
elected, will push for much needed change, not the least of which is
retaining a permanent, experienced and motivational CEO. They will focus
on driving future growth at the Company.
PROTECT YOUR INVESTMENT IN THE CHILDREN'S PLACE
VOTE THE GOLD PROXY CARD TODAY
This upcoming election of directors is about the future of our Company -
and your vote can make a difference. The choice is clear - by voting on
the enclosed GOLD proxy card, you can elect three experienced and
independent Board nominees who are dedicated to protecting and enhancing
the value of your investment. We urge you to act now to ensure that your
shares are represented at the upcoming Annual Meeting.
Remember, even if you previously returned a white proxy card, you have
every legal right to change your vote. Vote your shares 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.
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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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