UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 9)*
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THE
CHILDREN’S PLACE RETAIL STORES, INC.
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(Name
of Issuer)
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COMMON
STOCK, $0.10 PAR VALUE PER SHARE
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(Title
of Class of Securities)
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168905107
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(CUSIP
Number)
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December
31, 2008
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(Date
of Event Which Requires Filing of this
Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule 13G is
filed:
o Rule
13d-1(b)
o Rule
13d-1(c)
x Rule
13d-1(d)
*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 in 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).
CUSIP NO.
168905107
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1
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stanley
Silverstein
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
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5
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SOLE
VOTING POWER
406,443*
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BENEFICIALLY
OWNED
BY
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6
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SHARED
VOTING POWER
2,928,880*
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EACH
REPORTING
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7
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SOLE
DISPOSITIVE POWER
406,443*
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PERSON
WITH
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8
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SHARED
DISPOSITIVE POWER
2,928,880*
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,335,323*
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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o | ||
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.3%*
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12
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TYPE
OF REPORTING PERSON
IN
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* Based on 29,378,535 shares
of common stock, par value $0.10 per share (the “Common Stock”), of The
Children’s Place Retail Stores, Inc. (the “Company”), outstanding as of December
5, 2008, as disclosed in the Company’s quarterly report on Form 10-Q for the
quarter ended November 1, 2008. As of December 31, 2008, Stanley
Silverstein was the beneficial owner of 3,335,323 shares of Common Stock,
representing 11.3% of the outstanding shares of Common Stock. As of
December 31, 2008, Mr. Silverstein (i) had the sole power to vote or to direct
the vote and to dispose or direct the disposition of 406,443 shares of Common
Stock (which includes 30,000 shares issuable upon the exercise of outstanding
vested options and 5,000 shares held in Mr. Silverstein’s profit sharing
account), and (ii) may be deemed to have had shared power to vote or to direct
the vote and to dispose or direct the disposition of 2,928,880 shares of Common
Stock held by Mr. Silverstein’s wife, Raine Silverstein, as custodian or trustee
for the benefit of Mr. Silverstein’s children and grandchildren. Mr.
Silverstein disclaims beneficial ownership of the 2,928,880 shares of Common
Stock held by Mr. Silverstein’s wife, as custodian or trustee for the benefit of
Mr. Silverstein’s children and grandchildren.
2
CUSIP NO.
168905107
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1
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Raine
Silverstein
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|||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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|||
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NUMBER
OF
SHARES
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5
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SOLE
VOTING POWER
0*
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BENEFICIALLY
OWNED
BY
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6
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SHARED
VOTING POWER
3,335,323*
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EACH
REPORTING
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7
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SOLE
DISPOSITIVE POWER
0*
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PERSON
WITH
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8
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SHARED
DISPOSITIVE POWER
3,335,323*
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||
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,335,323*
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|||
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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o | ||
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.3%*
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|||
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12
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TYPE
OF REPORTING PERSON
IN
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* Based on 29,378,535 shares
of common stock, par value $0.10 per share (the “Common Stock”), of The
Children’s Place Retail Stores, Inc. (the “Company”), outstanding as of December
5, 2008, as disclosed in the Company’s quarterly report on Form 10-Q for the
quarter ended November 1, 2008. As of December 31, 2008, Raine
Silverstein, wife of Stanley Silverstein, was the beneficial owner of 3,335,323
shares of Common Stock, representing 11.3% of the outstanding shares of Common
Stock. As of December 31, 2008, Mrs. Silverstein (i) had shared power
to vote or to direct the vote and to dispose or direct the disposition of
2,928,880 shares of Common Stock held by Mrs. Silverstein as custodian or
trustee for the benefit of Mrs. Silverstein’s children and grandchildren, and
(ii) may be deemed to have had shared power to vote or to direct the vote and to
dispose or direct the disposition of 406,443 shares of Common Stock held by Mrs.
Silverstein’s husband (which includes 30,000 shares issuable upon the exercise
of outstanding vested options and 5,000 shares held in Mr. Silverstein’s profit
sharing account). Mr. Silverstein disclaims beneficial ownership of
the 2,928,880 shares of Common Stock held by Mr. Silverstein’s wife, as
custodian or trustee for the benefit of Mr. Silverstein’s children and
grandchildren.
3
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:
915 Secaucus
Road
Secaucus New
Jersey 07094
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(k)(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:
The Children’s
Place Retail Stores, Inc.
915 Secaucus
Road
Secaucus, New
Jersey 07094
Item
2(c). Citizenship:
Each of the
persons filing this statement is a United States citizen.
Item
2(d). Title of Class of Securities:
This statement
relates to the Company’s common stock, par value $0.10 per share (the “Common
Stock”).
Item
2(e). CUSIP Number:
168905107
Item
3. For Statements Filed Pursuant to Rules
13d-1(b), or 13d-2(b) or (c):
Not
applicable.
Item
4. Ownership:
As of December 31,
2008, Stanley Silverstein was the beneficial owner of 3,335,323 shares of Common
Stock, representing 11.3% of the 29,378,535 shares of Common Stock outstanding
as of December 5, 2008, as disclosed in the Company’s quarterly report on Form
10-Q for the quarter ended November 1, 2008. As of December 31, 2008,
Mr. Silverstein (i) had the sole power to vote or to direct the vote and to
dispose or direct the disposition of 406,443 shares of Common Stock (which
includes 30,000 shares issuable upon the exercise of outstanding vested options
and 5,000 shares held in Mr. Silverstein’s profit sharing account), and (ii) may
be deemed to have had shared power to vote or to direct the vote and to dispose
or direct the disposition of 2,928,880 shares of Common Stock held by Mr.
Silverstein’s wife, Raine Silverstein, as custodian or trustee for the benefit
of Mr. Silverstein’s children and grandchildren.
4
As of December 31, 2008, Raine
Silverstein, wife of Stanley Silverstein, was the beneficial owner of 3,335,323
shares of Common Stock, representing 11.3% of the 29,378,535 shares of Common
Stock outstanding as of December 5, 2008. As of December 31, 2008,
Mrs. Silverstein (i) had shared power to vote or to direct the vote and to
dispose or direct the disposition of 2,928,880 shares of Common Stock held by
Mrs. Silverstein as custodian or trustee for the benefit of Mrs. Silverstein’s
children and grandchildren, and (ii) may be deemed to have had shared power to
vote or to direct the vote and to dispose or direct the disposition of 406,443
shares of Common Stock held by Mrs. Silverstein’s husband (which includes 30,000
shares issuable upon the exercise of outstanding vested options and 5,000 shares
held in Mr. Silverstein’s profit sharing account).
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:
This certification is not required as
the filing person is filing pursuant to Rule 13d-1(d).
5
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.
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Dated: February
17, 2009
/s/ Stanley
Silverstein
Stanley
Silverstein
/s/ Raine
Silverstein
Raine
Silverstein
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6
Exhibit
1.1
Joint
Filing Agreement
The
undersigned agree that this Schedule 13G (Amendment No. 9) relating to the
shares of common stock of The Children’s Place Retail Stores, Inc. is
filed jointly on behalf of each of the undersigned pursuant to Rule
13d-1(k).
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Dated: February
17, 2009
/s/ Stanley
Silverstein
Stanley
Silverstein
/s/ Raine
Silverstein
Raine
Silverstein
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