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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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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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On July 20, 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 Committee's Nominees
on the GOLD Proxy Card Today
New York - July 20, 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.
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. Consider the following:
o We believe the Committee's nominees are far more qualified than the
Company's incumbent directors. The Company's nominees lack the
qualifications that should be required of board members who will
protect and grow your investment.
o The Company's recent performance has been poor. As the largest
shareholder of The Children's Place, the Committee is extremely
concerned about the near- and long-term future of the Company. We do
not want to see the value of our investment deteriorate.
o There is no issue regarding Board control, and if the Committee's
nominees are elected, they will not constitute a majority of the
Board. The Committee's three nominees are independent for all
purposes and even if they are elected to the Board, they will not
even theoretically control the Company.
o Ezra Dabah is not a nominee for election. Mr. Dabah was elected to
the Board by shareholders last year following a unanimous nomination
by the same Board that now is engaged in personal and misleading
attacks on him. In fact, earlier this year, the Company's Board
offered Mr. Dabah the position of Vice-Chairman.
o The Company cannot afford to continue bleeding talent. Under the
current Board and interim management, the Company has lost
intellectual and creative talent and the Company has been unable to
retain key management talent. Without an experienced team with
know-how and a collaborative spirit, the Committee is concerned the
Company will lose market share.
The Committee today sent the following letter to all shareholders:
July 20, 2009
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Dear Fellow Shareholder,
Immediate change is needed at The Children's Place and you, the true
owners of the Company, have the power to effect that change. At the July
31st Annual Meeting, you can elect three extremely qualified, independent
director nominees with relevant expertise - Raphael Benaroya, Jeremy
Fingerman and Ross Glickman - who we believe are far more qualified to
protect and grow shareholder value than the Company's three incumbent
candidates. The Committee of Concerned Shareholders of The Children's
Place - the Company's largest shareholder - urges you to vote the GOLD
proxy card TODAY for our three nominees by telephone, Internet, or by
signing, dating and returning the enclosed GOLD proxy card in the
postage-paid envelope provided.
WHAT YOU NEED TO KNOW BEFORE YOU VOTE
We urge you to consider the following:
1. THE COMPANY'S RECENT PERFORMANCE HAS BEEN POOR: Since November
2008, the first month under which current management had "sole
influence" on the merchandising and planning decisions, the
Company has reported only one month of comparable store sales
growth. Comparable sales declined 9% in May 2009 and 12% in
June 2009, which is 11% and 10% lower than median comparable
store sales for other value retailers, respectively, and the
Company's two weakest monthly results during the past three
years. In addition, May and June 2009 comparable store sales
missed consensus estimates by 9.5% and 3%, respectively.
2. THE COMPANY'S DIRECTOR NOMINEES DO NOT HAVE THE QUALIFICATIONS
WE AS SHAREHOLDERS SHOULD DEMAND OF OUR DIRECTORS: The
Company's nominees lack the qualifications that should be
required of board members who will protect and grow your
investment:
o Sally Frame Kasaks was recently replaced as Chairman and
CEO of Pacific Sunwear following a contentious proxy
fight and after overseeing a disastrous stock price
decline of almost 84%. Ms. Kasaks also oversaw a 27%
decline in Ann Taylor's stock price when she served as
CEO. (1)
o Norman Matthews, a recent Board appointee at the age of
76, served on the boards of Levitz, Lechters and
Loehmann's, each of which went bankrupt. In addition,
during his tenure as Chairman of Galyan's Trading
Company, he oversaw an 18% decline in the company's
stock price(1) and seven straight quarters of decline in
same store sales.
o Malcolm Elvey has had no retail experience since a stint
at Metro Cash and Carry more than 30 years ago.
3. THERE HAS BEEN NO PERMANENT CEO OF THE CHILDREN'S PLACE FOR
THE PAST 22 MONTHS: Since September 2007, The Children's Place
has been operating without a permanent CEO - only an interim
management team. Over the last 22 months, the Board, while
repeatedly acknowledging the need to appoint a permanent CEO,
has failed in this fundamental and critical responsibility.
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(1) We note that stock prices can be affected by a variety of factors.
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4. WE BELIEVE INTERIM CEO CHARLES CROVITZ IS GROSSLY
OVER-COMPENSATED: 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. Mr.
Crovitz's compensation is almost four times the median of
other Interim CEOs in the retail industry, and his tenure as
Interim CEO is already three and a half 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:
o weekly round trip airfare for two to his residence in
Martha's Vineyard, Massachusetts;
o a temporary living allowance of $15,500 per month; plus
o a furniture allowance of $2,000 per month.
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 (not tied to any
performance metrics).
We note that the Board's Compensation Committee, which is
chaired by Interim Chairman Sally Kasaks, one of the Company's
director nominees up for election at the upcoming Annual
Meeting, set and approved Mr. Crovitz's grossly
over-compensated pay package.
5. TOO MANY 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. Under the
current Board and interim management, the Company has lost
intellectual and creative talent and 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. Without an
experienced team with the know-how and collaborative spirit to
produce six fresh seasonal lines each year, we fear that the
Company will lose market share and that its recent sales
declines could be just the tip of the iceberg.
6. EZRA DABAH IS NOT SEEKING CONTROL AND IF THE COMMITTEE'S
NOMINEES ARE ELECTED, THEY WILL NOT CONSTITUTE A MAJORITY OF
THE BOARD: Ezra Dabah is not a candidate in this election and
will not return as CEO or Chairman. Ezra Dabah was elected by
shareholders at last year's Annual Meeting following the
Board's unanimous nomination. In fact, earlier this year, your
Board offered Mr. Dabah the position of Vice-Chairman, which
he felt obligated to decline because of his strong objection
to some of the Company's strategic initiatives, including the
headquarters relocation. To extinguish any argument that
control is being sought, if the Committee's three nominees are
elected, current director and Committee member, Stanley
Silverstein, will immediately resign from the Board.
Despite the Company's exaggerated efforts to suggest
otherwise, Mr. Dabah does not have any prior social, business
or professional relationship with any of the Committee's
nominees. The Committee's three nominees are independent for
all purposes and even if
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they are elected to the Board, they will not constitute a
majority of the Board or even theoretically control the
Company.
7. NO SUFFICIENT GROWTH INITIATIVES HAVE BEEN ARTICULATED BY THE
CURRENT BOARD AND INTERIM MANAGEMENT: Sustainable and
profitable growth and a focus on a unique product assortment
have been the cornerstones of The Children's Place's success
and are critical to the Company's future. Unfortunately, the
Company's interim management hasn't articulated or implemented
sufficient growth initiatives. If elected, the Committee's
nominees would work together with the full Board to focus on
increasing square foot sales productivity across the existing
store base (4.5+ million square feet) and reinvigorating the
launch of the footwear initiative. The Committee's nominees
would also work together with the full Board to formulate and
execute disciplined growth initiatives designed to optimize
capital allocation and profitability. All growth initiatives
would be researched, analyzed and tested prior to launch in
order to ensure the Company's profitable growth.
NOW IS THE TIME FOR CHANGE -VOTE THE GOLD PROXY CARD TODAY
As the largest shareholder of The Children's Place, the Committee is
extremely concerned about the near- and long-term future of our equity
position. We do not want to see the value of our investment deteriorate.
We urge you to vote for the Committee's three independent nominees -
Raphael Benaroya, Jeremy Fingerman and Ross Glickman - who offer hands-on,
relevant experience and will bring the change required to reenergize the
Company's culture, stop the intellectual bleeding and refocus the Company
on initiatives that will drive future growth and value.
To ensure that there are new independent voices in your Company's
boardroom that are dedicated to enhancing the value of your investment, we
urge you to vote your shares TODAY on the GOLD proxy by telephone, via the
Internet or by signing, dating and returning the enclosed GOLD proxy card.
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,
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.
________________________________________________________________________________
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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