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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
THE CHILDREN'S PLACE RETAIL STORES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
168905107
(CUSIP Number)
*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 the
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).
SCHEDULE 13G
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CUSIP No. 168905107 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The SK Equity Fund, L.P. (IRS ID No. ###-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / X /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 7,458,445
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 201,444
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 7,458,445
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,659,889
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
31.1%
12 TYPE OF REPORTING PERSON
PN
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CUSIP NO. 168905107 Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John F. Megrue (SS No. ###-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / X /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 2000
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 7,659,889
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 2000
PERSON 8 SHARED DISPOSITIVE POWER
WITH 7,566,553
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,661,889
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
31.1%
12 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 168905107 Page 4 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allan W. Karp (SS No. ###-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / X /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 2000
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 7,661,489
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 2000
PERSON 8 SHARED DISPOSITIVE POWER
WITH 7,568,153
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,663,489
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
31.1%
12 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 168905107 Page 5 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas A. Saunders, III (SS No. ###-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / X /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 7,659,889
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 7,566,553
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,659,889
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
31.1%
12 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 168905107 Page 6 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christopher K. Reilly (SS No. ###-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / X /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 1500
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 7,659,889
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1500
PERSON 8 SHARED DISPOSITIVE POWER
WITH 7,566,553
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,661,389
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
31.1%
12 TYPE OF REPORTING PERSON
IN
Page 7 of 10 Pages
ITEM 1(A). Name of Issuer:
The Children's Place Retail Stores, Inc. (the "Company")
ITEM 1(B). Address of Issuer's Principal Executive Offices:
1 Dodge Drive
West Caldwell, NJ 07006
ITEM 2(A). Name of Person Filing:
This statement is filed on behalf of the persons identified in
Item 4 below. In accordance with Rule 13d-1(f)(1) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), each person filing this statement
acknowledges that it is responsible for the completeness and accuracy of the
information contained herein concerning that person, but is not responsible
for the completeness or accuracy of the information concerning the other
persons making the filing, unless such person knows or has reason to believe
that such information is inaccurate.
ITEM 2(B). Address of Principal Business Office or, if None, Residence:
(1) For The SK Equity Fund, L.P.:
Two Greenwich Plaza
Suite 100
Greenwich, CT 06830
(2) For John F. Megrue, Thomas A. Saunders III, Allan W. Karp and
Christopher K. Reilly:
Saunders Karp & Megrue
667 Madison Avenue
New York, New York 10021
ITEM 2(C). Citizenship:
Each of the persons filing this statement is a United States
citizen or limited partnership organized under the laws of a state of the
United States.
ITEM 2(D). Title of Class of Securities:
This statement relates to the Company's Common Stock, par value
$.10 per share (the "Common Stock").
ITEM 2(E). CUSIP NUMBER
168905107
Page 8 of 10 Pages
ITEM 3. FOR STATEMENTS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B):
Not applicable.
ITEM 4. OWNERSHIP:
The SK Equity Fund, L.P. is the beneficial owner of 7,659,889
shares of Common Stock of the Company, including (i) 7,458,445 shares owned by
The SK Equity Fund, L.P., (ii) 93,336 shares owned by a former consultant to
Saunders Karp & Megrue, L.P. ("SKM"), as to which The SK Equity Fund has certain
rights, and (iii) 108,108 shares owned by SK Investment Fund, L.P. The 7,659,889
shares beneficially owned represent 31.1% of the total number of shares
outstanding as of December 31, 1997. The SK Equity Fund, L.P. has (i) the sole
power to vote or to direct the vote and to dispose or direct the disposition of
7,458,445 of such shares, and (ii) shared power to vote or direct the vote of
201,444 of such shares, of which 93,336 shares are owned by a former consultant
to SKM, as to which The SK Equity Fund has certain rights and of which 108,108
shares are owned by SK Investment Fund, L.P.
John F. Megrue is the beneficial owner of 7,661,889 shares of
Common Stock of the Company, including (i) 2,000 shares owned by Mr. Megrue,
(ii) 7,458,445 shares owned by The SK Equity Fund, L.P., (iii) 108,108 shares
owned by SK Investment Fund, L.P., and (iv) 93,336 shares owned by a former
consultant to SKM, as to which The SK Equity Fund has certain rights. The
7,661,889 shares beneficially owned represent 31.1% of the total number of
shares outstanding as of December 31, 1997. Mr. Megrue has (i) sole power to
vote or to direct the vote and to dispose or direct the disposition of 2,000 of
such shares, (ii) shared power to vote or direct the vote and to dispose or to
direct the disposition of 7,566,553 of such shares as a general partner of SKM
Partners, L.P., the general partner of The SK Equity Fund, L.P. and SK
Investment Fund, L.P., and (iii) shared power to vote or direct the vote of
93,336 of such shares owned by a former consultant to SKM, as to which The SK
Equity Fund has certain rights.
Thomas A. Saunders, III is the beneficial owner of 7,659,889
shares of Common Stock of the Company, including (i) 7,458,445 shares owned by
The SK Equity Fund, L.P., (ii) 108,108 shares owned by SK Investment Fund, L.P.,
and (iii) 93,336 shares owned by a former consultant to SKM, as to which The SK
Equity Fund has certain rights. The 7,659,889 shares beneficially owned
represent 31.1% of the total number of shares outstanding as of December 31,
1997. Mr. Saunders has (i) sole power to vote or to direct the vote and to
dispose or direct the disposition of none of such shares, (ii) shared power to
vote or direct the vote and to dispose or to direct the disposition of 7,566,553
of such shares as a general partner of SKM Partners, L.P., the general partner
of The SK Equity Fund, L.P. and SK Investment Fund, L.P., and (iii) shared power
to vote or direct the vote of 93,336 of such shares owned by a former consultant
to SKM, as to which The SK Equity Fund has certain rights.
Page 9 of 10 Pages
Allan W. Karp is the beneficial owner of 7,663,489 shares of
Common Stock of the Company, including (i) 7,458,445 shares owned by The SK
Equity Fund, L.P., (ii) 108,108 shares owned by SK Investment Fund, L.P., (iii)
93,336 shares owned by a former consultant to SKM, as to which The SK Equity
Fund has certain rights, (iv) 2000 shares owned by Mr. Karp and (v) 1600 shares
held by Mr. Karp as trustee for the benefit of his children. The 7,663,489
shares beneficially owned represent 31.1% of the total number of shares
outstanding as of December 31, 1997. Mr. Karp has (i) sole power to vote or to
direct the vote and to dispose or direct the disposition of 2000 of such shares,
(ii) shared power to vote or direct the vote and to dispose or to direct the
disposition of 7,568,153 of such shares, of which 7,566,553 shares are
beneficially owned by Mr. Karp as a general partner of SKM Partners, L.P., the
general partner of The SK Equity Fund, L.P. and SK Investment Fund, L.P., and of
which 1600 shares are held by Mr. Karp as trustee for the benefit of his
children, and (iii) shared power to vote or direct the vote of 93,336 of such
shares owned by a former consultant to SKM, as to which The SK Equity Fund has
certain rights.
Christopher K. Reilly is the beneficial owner of 7,661,389 shares
of Common Stock of the Company, including (i) 7,458,445 shares owned by The SK
Equity Fund, L.P., (ii) 108,108 shares owned by SK Investment Fund, L.P., and
(iii) 93,336 shares owned by a former consultant to SKM, as to which The SK
Equity Fund has certain rights. The 7,661,389 shares beneficially owned
represent 31.1% of the total number of shares outstanding as of December 31,
1997. Mr. Reilly has (i) sole power to vote or to direct the vote and to dispose
or direct the disposition of 1500 of such shares, (ii) shared power to vote or
direct the vote and to dispose or to direct the disposition of 7,566,553 of such
shares as a general partner of SKM Partners, L.P., the general partner of The SK
Equity Fund, L.P. and SK Investment Fund, L.P., and (iii) shared power to vote
or direct the vote of 93,336 of such shares owned by a former consultant to SKM,
as to which The SK Equity Fund has certain right.
ITEM 5. Ownership Of Five Percent Or Less Of A Class:
Not applicable.
ITEM 6. Ownership Of More Than Five Percent On Behalf Of Another Person:
Not applicable.
ITEM 7. Identification And Classification Of The Subsidiary Which
Acquired The Security Being Reported On By The Parent Holding
Company:
Not applicable.
ITEM 8. Identification And Classification Of Members Of The Group:
See Item 4 above.
ITEM 9. Notice Of Dissolution Of Group:
Not applicable.
ITEM 10. Certification:
Not applicable.
Page 10 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: February 13, 1998
THE SK EQUITY FUND, L.P.
By: SK PARTNERS, L.P., as
General Partner
/S/ ALLAN W. KARP
/S/ JOHN F. MEGRUE
JOHN F. MEGRUE
/S/ THOMAS A. SAUNDERS, III
THOMAS A. SAUNDERS, III
/S/ ALLAN W. KARP
ALLAN W. KARP
/S/ CHRISTOPHER K. REILLY
CHRISTOPHER K. REILLY