Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3)
Dated October 15, 2002 Registration No. 333-98741
(to Prospectus dated October 2, 2002) Cusip No. 161133AC7
$150,000,000
CHARMING SHOPPES, INC.
4.75% Senior Convertible Notes due 2012 and
the Common Stock issuable upon conversion of the Notes
_________________________
The following table supplements the information set forth on pages 33 to 36
in the prospectus under Selling Securityholders with respect to the selling
securityholders and the principal amount of notes beneficially owned by such
selling securityholders that may be offered and sold pursuant to the prospectus
dated October 2, 2002. This prospectus supplement is not complete without, and
may not be delivered or utilized except in connection with, the prospectus.
Principal Amount Number of Number of Percentage
At Maturity of Shares of Shares of of Common
Notes Beneficially Percentage Common Stock Common Stock Stock
Owned that May of Notes Owned Prior that May Outstanding
Name Be Sold Outstanding to the Offering Be Sold (1) (2)
---- ------- ----------- --------------- ----------- ---
AIG DKR Soundshore $1,360,000 * 137,652 137,652 *
Opportunity Holding Fund
Ltd.
Aventis Pension Master Trust 45,000 * 4,555 4,555 *
B.G.I. Global Investors c/o 57,000 * 5,769 5,769 *
Forest Mngt. L.L.C.
Canaccord Capital Corporation 100,000 * 10,129 10,129 *
Boilermaker-Blacksmith 250,000 * 25,304 25,304 *
Pension-Trust
CALAMOS(R)Convertible Fund - 6,000,000 4.0% 607,287 607,287 *
CALAMOS(R)Investment Trust
CIBC World Markets 1,804,000 1.2 182,591 182,591 *
City of Albany Pension Plan 55,000 * 5,567 5,567 *
City of Knoxville Pension 115,000 * 11,640 11,640 *
System
Delta Pilots Disability and 80,000 * 8,097 8,097 *
Survivorship Trust
Dorinco Reinsurance Company 550,000 * 55,668 55,668 *
JP Morgan Securities, Inc. 1,085,000 * 109,818 109,818 *
Forest Fulcrum Fund L.L.P. 189,000 * 19,130 19,130 *
Forest Global Convertible 1,429,000 * 144,636 144,636 *
Fund Series A-5
H.K. Porter Company Inc. 15,000 * 1,518 1,518 *
Kettering Medical Center 30,000 * 3,036 3,036 *
Funded Depreciation Account
Knoxville Utilities Board 120,000 * 12,146 12,146 *
Retirement System
LLT Limited 129,000 * 13,057 13,057 *
Lyxor Master Fund c/o Forest 257,000 * 26,012 26,012 *
Investment Mngt. L.L.C.
Macomb County Employees' 50,000 * 5,061 5,061 *
Retirement System
RBC Alternative Assets L.P. 58,000 * 5,870 5,870 *
Relay 11 Holdings 32,000 * 3,239 3,239 *
SCI Endowment Care Common 130,000 * 13,158 13,158 *
Trust - National Fiduciary
Services
Southdown Pension Plan 45,000 * 4,555 4,555 *
Sphinx Convertible Arbitrage 13,000 * 1,316 1,316 *
The Dow Chemical Company 500,000 * 50,607 50,607 *
Employees' Retirement Plan
Union Carbide Retirement 500,000 * 50,607 50,607 *
Account
United Food and Commercial 25,000 * 2,530 2,530 *
Workers Local 1262 and
Employers Pension Fund
Vopak USA Inc., Retirement 55,000 * 5,567 5,567 *
Plan (f.k.a. Van Walters &
Rodgers, Inc. Retirement
Plan)
Zurich Master Hedge Fund 100,000 * 10,121 10,121 *
* Less than 1%
(1) Assumes conversion of all of the holder's notes at a conversion price of
$9.88. However, this conversion price is subject to adjustment as described
under "Description of Notes-Conversion of Notes." As a result, the amount
of common stock issuable upon conversion of the notes may increase or
decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 112,763,060
shares of common stock outstanding as of September 18, 2002. In calculating
this amount, we treated as outstanding the number of shares of common stock
issuable upon conversion of that particular holder's notes. However, we did
not assume the conversion of any other holder's notes.
Because the selling securityholders listed above and in the prospectus
under the caption Selling Securityholders may, pursuant to the prospectus, as
supplemented, offer all or some portion of the notes, no estimate can be given
as to the amount of notes that will be held by the selling securityholders upon
termination of any such sales.
Furthermore, the selling securityholders identified in the table set forth
in the prospectus under the caption Selling Securityholders may have sold,
transferred or otherwise disposed of all or a portion of their notes or common
stock since the date on which they provided us with information regarding their
notes or common stock, and we have not made any independent inquiries as to the
foregoing.
Unless otherwise noted, all information provided in this prospectus
supplement is as of October 15, 2002.