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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 [ ]
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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 8, 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.
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 FILES INVESTOR
PRESENTATION
Urges Shareholders to Vote FOR the Committee's Three Independent Nominees
on the GOLD Proxy Card
New York - July 8, 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), yesterday
filed an investor presentation with the Securities and Exchange Commission
("SEC") in connection with its nomination of three independent, highly-qualified
individuals for election to the Board of Directors at the Company's 2009 Annual
Meeting of Shareholders. Shareholders of record as of June 30, 2009 are entitled
to vote at the Company's July 31, 2009 Annual Meeting.
The Committee's presentation is available at the SEC's website at
http://www.sec.gov or http://www.eproxyaccess.com/plce.
The Committee urges fellow shareholders of The Children's Place to vote FOR its
three independent director nominees - Raphael Benaroya, Jeremy Fingerman and
Ross Glickman - by telephone, Internet or by signing, dating and returning the
GOLD proxy card today.
The Committee believes that recent deterioration in performance at The
Children's Place is just the beginning of a downward trend. Change is needed.
The Company urgently requires talented, experienced directors with a vision and
a plan for growing the Company and protecting shareholder value. If elected, the
Committee's nominees will work with the Board to take definitive action towards:
- Identifying and recommending a permanent CEO and a non-executive
Chairman (Ezra Dabah will not return as Chairman or CEO);
- Articulating a clear vision for the future of the Company;
- Reversing the loss of management and retaining and attracting key
talent; and
- Positioning the Company for profitable growth.
In the Committee's view, current leadership is putting at risk the Company, its
growth prospects and its ability to realize higher shareholder value.
o The Committee believes the Company's strong foundation is being undermined
by an inexperienced interim leadership team and a complacent Board.
- There has not been anyone in charge on a permanent basis:
o The current Board has failed to install a qualified, permanent
CEO for almost two years.
o Since Mr. Crovitz became Interim CEO, the Company has been
unable to retain key management talent, many of whom still
have not been replaced.
o While Interim CEO Charles Crovitz lacks the very qualities
that the current Board has acknowledged it is looking for in a
permanent CEO, the Board's compensation
committee, led by Interim Chairman Sally Kasaks, has rewarded
him with excessive compensation.
- Consider the Company's recent performance:
o Since November 2008 (when the current interim leadership's
merchandising influence began), there has been only one month
of positive same store sales growth;
o 9% decrease in comparable store sales growth in May, the worst
monthly comparable store sales results over three years - 11%
lower than median comparable store sales for other value
retailers; and
o 32% decline in the Company's stock price since the beginning
of June 2009.
o The Committee does not believe the Board's economic interests are
adequately aligned with shareholders'.
- The Board collectively owns less than 1.0% of the common shares
outstanding(1) and none of the incumbent Board members have ever
purchased any shares of the Company's common stock in the open
market. While the directors are not legally required to own shares
in the Company and otherwise have fiduciary duties to act in the
interests of shareholders, the Committee believes shareholders would
be better served by a Board that has a greater economic interest in
the Company. In contrast, the Committee owns approximately 22% and
its sole interest is making sure The Children's Place has the right
Board in place to protect and grow value for all shareholders.
Although none of the Committee's nominees currently owns any shares
in the Company, each has committed to purchasing shares if elected
to the Board.
o The Board's incumbent directors lack the relevant skills, expertise and
track record that the Committee believes are required to protect and grow
shareholders' investments in The Children's Place.
- The Company's slate lacks expertise in real estate strategy,
marketing and branding - all necessary for success:
o Sally Kasaks: Recently replaced as Chairman and CEO of Pacific
Sunwear after she oversaw an 84% erosion in shareholder value.
While stock prices can be affected by many factors, she also
oversaw a 27% decline in Ann Taylor's stock price during her
tenure as CEO.
o Norman Matthews: 76, has held directorships at several
companies that have filed for bankruptcy or been liquidated.
His last full-time management position with a public company
was in 1988.
o Malcom Elvey: His only retail company experience was at Metro
Cash and Carry over 30 years ago.
o The Committee's nominees are independent and will bring much-needed fresh
perspectives and relevant expertise to The Children's Place. If elected,
the Committee's nominees will help position the Company for future growth
and shareholder value creation.
- The Committee's independent nominees are growth-oriented individuals
who possess relevant, hands-on experience in key areas of the
business, including specialty apparel retailing, real estate
strategy, and mass consumer marketing and branding:
o Raphael Benaroya: 25+ years of specialty apparel retailing and
mass consumer marketing experience, including a deep
understanding of the children's marketplace and its targeted
consumers.
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(1) Excludes Mr. Dabah and Mr. Silverstein
o Jeremy Fingerman: 20+ years of mass marketing and brand
management expertise with a focus on moms, the targeted
consumers of The Children's Place.
o Ross Glickman: 35+ years of specialty retail and real estate
strategy experience.
- The Committee's three independent nominees have successful growth
track records, as well as the experience and talent necessary to
help position the Company to deliver and sustain future growth and
increase shareholder value.
- Mr. Dabah does not have any prior social, business or professional
relationship with any of the Committee Nominees.
- If the Committee's Nominees are elected to the Board, Mr. Dabah's
father-in-law, Stanley Silverstein, will retire from the Board when
his term expires in 2010.
The Committee urges all shareholders of The Children's Place to vote FOR its
three independent director nominees on the GOLD proxy card today - by telephone,
Internet or by signing, dating and returning the GOLD proxy card. Shareholders
with questions about the Committee's solicitation or about how to vote their
shares may call Innisfree M&A Incorporated, the Committee's proxy solicitor,
toll-free at (888) 750-5834. Banks and brokers may call collect at 212-750-5833.
Moelis & Company is serving as financial advisor and Cadwalader, Wickersham &
Taft LLP is serving as legal counsel for the Committee.
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.