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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
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] 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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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
___________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
___________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
___________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________________________________________
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
___________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
___________________________________________________________________
(4) Date Filed:
___________________________________________________________________
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
SENDS LETTER TO THE COMPANY'S ASSOCIATES
New York - July 20, 2009 -The Committee of Concerned Shareholders of The
Children's Place, which collectively owns approximately 22% of the outstanding
shares of The Children's Place Retail Stores, Inc. (Nasdaq: PLCE), today sent
the following letter to the Company's associates:
July 20, 2009
To All Associates of The Children's Place:
We were made aware today--just 11 days prior to the Annual Meeting--that
many of you (over 300 individuals) hold The Children's Place shares in a
company-sponsored 401(k) plan. Despite the Company's legal obligation to
inform us months ago as to how to communicate with 401(k) plan
participants, the Company failed to provide us with this information until
we were forced to threaten a lawsuit against the Company, less than one
week prior to the plan's current voting deadline. In contrast, we
understand that the Company has mailed multiple White proxies to plan
participants.
Furthermore, we were appalled to learn that at least one plan participant
who requested a GOLD proxy card from the plan trustee was told to speak to
the Company's HR department. To add insult to injury, not only does it
appear that the Company has tried to disenfranchise you of your right to
vote a GOLD proxy card, we understand that the Company has the right to
vote shares under the plan as they see fit to the extent any such shares
are not voted by the employee participants.
The Committee is working to get all employee plan participants our proxy
materials and GOLD proxy card as quickly as possible in order to
enfranchise all plan participants with the right to vote the GOLD proxy
card.
If you have already signed a White proxy card, you have every right to
change your vote by using the GOLD proxy card. Only your latest-dated vote
will be counted.
Once you have reviewed the Committee's proxy materials, if you have any
questions about voting your shares, please call the firm assisting us in
soliciting proxies, Innisfree M&A Incorporated, 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
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Moelis & Company is serving as financial advisor and Cadwalader, Wickersham &
Taft LLP is serving as legal counsel for the Committee.
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TIME IS SHORT
To ensure your vote is counted, we urge you to vote
by telephone or Internet TODAY.
If you have questions about how to vote your shares, please
contact the firm assisting us in the solicitation of proxies:
INNISFREE M&A INCORPORATED
Shareholders Call Toll-Free: (888) 750-5834
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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