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:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] 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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PRELIMINARY COPY DATED JUNE 12, 2009 - SUBJECT TO COMPLETION
ANNUAL MEETING OF SHAREHOLDERS OF
THE CHILDREN'S PLACE RETAIL STORES, INC.
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PROXY STATEMENT OF
THE COMMITTEE OF CONCERNED SHAREHOLDERS OF
THE CHILDREN'S PLACE
Dear Fellow Children's Place Shareholders:
This proxy statement and the enclosed GOLD proxy card are being
furnished to shareholders of The Children's Place Retail Stores, Inc. ("The
Children's Place" or the "Company") in connection with the solicitation of
proxies by The Committee of Concerned Shareholders of The Children's Place (the
"Committee") to be used at the 2009 annual meeting of shareholders of The
Children's Place, including any adjournments or postponements thereof and any
meeting held in lieu thereof. The 2009 Annual Meeting is scheduled to be held at
9:00 a.m., New York time, on Friday, July 31, 2009, at the offices of Weil,
Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, New York, 10153.
This proxy statement and the GOLD proxy card are first being furnished to
shareholders on or about [ ], 2009.
THIS SOLICITATION IS BEING MADE BY THE COMMITTEE AND NOT ON BEHALF
OF THE BOARD OF DIRECTORS OF THE COMPANY.
The Committee is soliciting your proxy for the 2009 Annual Meeting
in support of the following proposals:
1. To elect Raphael Benaroya, Jeremy J. Fingerman and Ross B.
Glickman (each a "Nominee" and collectively, the "Nominees") to serve as
directors of the Company.
2. To adopt a resolution recommended by the Board and included in
the Company's proxy statement for the 2009 Annual Meeting ratifying the
Company's Audit Committee's selection of BDO Seidman LLP as the Company's
independent auditors for fiscal 2009.
3. To adopt a stockholder resolution that any provision of the
Bylaws of the Company that is adopted by the Board and not the shareholders of
the Company after March 5, 2009 be repealed.
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 31, 2009: the proxy materials
are available at http://www.eproxyaccess.com/plce.
More information about the Nominees can be found under "PROPOSAL 1 -
ELECTION OF DIRECTORS" beginning on page [ ] of this proxy statement and
"INFORMATION ABOUT THE PARTICIPANTS" beginning on page [ ] of this proxy
statement.
The Company has disclosed that the record date for determining
shareholders entitled to notice of and to vote at the 2009 Annual Meeting is
Tuesday, June 30, 2009 (the "Record Date"). Shareholders of record at the close
of business on the Record Date will be entitled to vote at the 2009 Annual
Meeting. Each share has one vote.
The Committee may be deemed to beneficially own, in the aggregate,
6,445,700 shares, representing approximately 21.8% of the Company's outstanding
common stock. Details of the Committee's beneficial ownership of the Company's
common stock can be found under "INFORMATION ABOUT THE PARTICIPANTS" beginning
on page [ ] of this proxy statement.
Members of the Committee intend to vote their shares FOR the
election of the Nominees, FOR the resolution ratifying the Company's Audit
Committee's selection of BDO Seidman LLP as the Company's independent auditors
for fiscal 2009 and FOR the bylaw restoration proposal. If one of the Nominees
is unable to stand for election at the 2009 Annual Meeting, the proxies named on
the attached GOLD proxy card will vote for Emanuel R. Pearlman (the "Alternate
Nominee"), in place of such Nominee.
MESSRS. BENAROYA, FINGERMAN AND GLICKMAN ARE COMMITTED TO ACTING IN
THE BEST INTERESTS OF ALL SHAREHOLDERS. VOTE YOUR GOLD PROXY CARD FOR THE
NOMINEES AND FOR THE BYLAW RESTORATION PROPOSAL.
As explained in the detailed instructions on your GOLD proxy card,
there are four ways you may vote. You may:
1. Vote via the Internet by following the voting instructions on the
GOLD proxy card or the voting instructions provided by your broker, bank or
other holder of record. Internet voting procedures are designed to authenticate
your identity, allow you to vote your shares and confirm that your instructions
have been properly recorded. Your Internet vote authorizes the named proxies to
vote your shares in the same manner as if you had signed and returned a proxy
card. If you submit your vote by Internet, you may incur costs associated with
electronic access, such as usage charges from Internet access providers and
telephone companies;
2. Vote by telephone by following the voting instructions on the
GOLD proxy card or the instructions provided by your broker, bank or other
holder of record. Your telephone vote authorizes the named proxies to vote your
shares in the same manner as if you had signed and returned a proxy card;
3. Sign, date and return the enclosed GOLD proxy card in the
enclosed postage paid provided; or
4. Vote in person by attending the 2009 Annual Meeting. Written
ballots will be distributed to shareholders who wish to vote in person at the
2009 Annual Meeting. If
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you hold your shares through a bank, broker or other custodian, you must obtain
a legal proxy from such custodian in order to vote in person at the meeting.
DO NOT SIGN ANY WHITE PROXY CARD SENT TO YOU BY THE COMPANY. IF YOU
HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PREVIOUSLY SIGNED WHITE PROXY BY
SIGNING AND RETURNING A LATER-DATED GOLD PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE, BY DELIVERING A WRITTEN NOTICE OF REVOCATION TO THE COMMITTEE OR TO
THE SECRETARY OF THE COMPANY, OR BY INSTRUCTING THE COMMITTEE BY TELEPHONE OR
VIA THE INTERNET AS TO HOW YOU WOULD LIKE YOUR SHARES VOTED (INSTRUCTIONS ARE ON
YOUR GOLD PROXY CARD).
HOLDERS OF SHARES AS OF THE RECORD DATE ARE URGED TO SUBMIT A GOLD
PROXY CARD EVEN IF YOUR SHARES WERE SOLD AFTER THE RECORD DATE.
IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK
NOMINEE OR OTHER INSTITUTION ON THE RECORD DATE, ONLY THAT INSTITUTION CAN VOTE
THOSE SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY,
PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON
TO SIGN AND RETURN ON YOUR BEHALF THE GOLD PROXY CARD AS SOON AS POSSIBLE.
The Committee has retained Innisfree M&A Incorporated to assist in
communicating with shareholders in connection with the proxy solicitation and to
assist in efforts to obtain proxies. If you have any questions about executing
your GOLD proxy, voting by telephone or via the Internet or if you require
assistance, please contact:
Innisfree M&A Incorporated
501 Madison Avenue
New York, New York 10022
Shareholders Call Toll-Free: (888) 750-5834
Banks and Brokers Call Collect: (212) 750-5833
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BACKGROUND AND REASONS FOR THE SOLICITATION
Ezra Dabah is the Company's largest shareholder, owning, together
with his wife, approximately 16.7% of the Company's outstanding shares. Mr.
Dabah has been a director of the Company since 1989. He also served as Chairman
and Chief Executive Officer from 1991 to 2007.
On January 31, 2007, the Company announced that it would implement
certain governance initiatives, including the separation of the positions of
Chair of the Board and Chief Executive Officer. Accordingly, as Mr. Dabah was
then serving as both Chair of the Board and Chief Executive Officer of the
Company, the Board appointed Ms. Sally Frame Kasaks to the position of Interim
Chair until a permanent non-executive Chair was selected by the Board. Following
Ms. Kasaks's appointment as Interim Chair, Mr. Dabah continued as Chief
Executive Officer of the Company and as a member of the Board.
Mr. Dabah resigned without cause as CEO of the Company on September
24, 2007 pursuant to mutual agreement with the Board. Following his departure as
CEO in September 2007, Mr. Dabah became concerned about the future of the
Company and a possible decline in shareholder value. He therefore began to
consider alternatives with respect to his significant investment in the Company.
Among the alternatives Mr. Dabah considered was the possibility of making an
offer to acquire the Company. Mr. Dabah then began to discuss with potential
private equity sponsors the possible acquisition of the Company. However,
Section 203 of the Delaware General Corporation Law (the "DGCL"), which applies
to the Company, restricted Mr. Dabah's ability to partner with a third party to
acquire the Company, without the Board's prior authorization.
In October 2007, the Company announced that it had engaged Lehman
Brothers to act as its financial advisor in undertaking a review of the
Company's strategic alternatives to improve operations and enhance shareholder
value, including potential organizational and operational improvements, a
recapitalization, or other transactions.
In February 2008, Mr. Dabah requested that the Board authorize,
pursuant to Section 203 of the DGCL, Mr. Dabah to enter into an agreement with
Golden Gate Private Equity, Inc. ("Golden Gate") for the purpose of making a
proposal to the Board to acquire the Company's outstanding shares.
Without addressing Mr. Dabah's request, on February 19, 2008, the
Company announced that it had scheduled its 2008 annual meeting of shareholders
for June 27, 2008. At the time of the announcement, the Company had not held an
annual meeting since June 22, 2006, a period of nearly 20 months, and the date
set by the Board represented an additional delay of over four months. Given the
slow pace at which the Board was conducting its review of strategic alternatives
and his interest in making a proposal to acquire the Company, Mr. Dabah
determined that delaying the annual meeting until late June was not in the best
interests of the Company or its shareholders. Therefore, on February 21, 2008,
Mr. Dabah filed a complaint in Delaware court requesting that the court order
the Company to hold its 2008 annual meeting within 45 days from the filing of
the complaint. Mr. Dabah and the Company eventually reached a settlement of
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the matter which was announced on May 9, 2008. Pursuant to the settlement, Mr.
Dabah agreed to dismiss his complaint and vote for the Company's slate of six
directors (Louis Lipschitz, Joseph Alutto, Mr. Dabah, Charles Crovitz, Robert
Fisch and Stanley Silverstein) at the 2008 annual meeting, and the Board agreed
to conduct a bona fide sales process and approve Mr. Dabah's request for a
waiver under Section 203 of the DGCL.
Mr. Dabah and Golden Gate thereafter participated in the Company's
sales process and conducted a due diligence review of the Company. Despite Mr.
Dabah's numerous requests for the Company to conduct a prompt process and
respond to basic due diligence requests in a timely manner, the Company's sale
process lasted for over nine months. Ultimately Mr. Dabah and Golden Gate
determined not to submit a formal, binding acquisition proposal, mainly due to
the weak debt markets, which had deteriorated while the Board extended its sales
process over a nine month period. On February 5, 2009, the Company announced
that its Board had completed its previously announced review of strategic
alternatives. The review did not result in a sale of the Company.
On March 5, 2009, over Mr. Dabah's objection, the directors
increased the size of the Board from eight to nine directors and appointed
Norman Matthews to fill the vacancy created by the increase. Mr. Dabah objected
to the appointment of Mr. Matthews to the Board because Mr. Dabah believed the
unilateral expansion of the Board was inconsistent with the agreement between
Mr. Dabah and the Company regarding the election of six directors at the 2008
annual meeting.
On May 5, 2009, Mr. Dabah delivered to the Company notice of his
intent to nominate Messrs. Benaroya, Fingerman and Glickman for election as
directors of the Company at the 2009 Annual Meeting and to propose a stockholder
resolution that any provision of the Bylaws that is adopted by the Board and not
the shareholders of the Company after March 5, 2009 be repealed.
On or about June 1, 2009, Mr. Dabah and his wife formed the
Committee of Concerned Shareholders of The Children's Place for the purpose of
conducting the proxy solicitation. Stanley Silverstein, Raine Silverstein,
Barbara Dabah and Gila Goodman have joined the Committee because they support
the election of Messrs. Benaroya, Fingerman and Glickman to the Board. Stanley
Silverstein is Ezra Dabah's father-in-law. Raine Silverstein is Stanley
Silverstein's wife. Barbara Dabah is Ezra Dabah's sister-in-law. Gila Goodman is
Ezra Dabah's sister.
The Committee is concerned about the future of the Company and the
ability of the incumbent senior management team and Board to sustain future
growth and increase shareholder value. In particular, the Committee remains
concerned with (1) the current Board's minimal stock ownership in the Company,
(2) the lack of certain core competencies and experience on the Board, (3) the
Board's failure to attract a permanent Chief Executive Officer, (4) the loss of
key talent over the last 20 months and (5) senior management's failure to
develop and implement sufficient short and long-term growth opportunities for
the Company.
In stark contrast to the members of the Committee, who own
approximately 21.8% of the Company's outstanding common stock, the current
members of the Board as a
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group, excluding Mr. Dabah and Mr. Silverstein, own less than 1% of the
Company's outstanding stock. 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 ownership interest in the Company.
The Committee believes increased share ownership would align the Board's
economic interests with those of shareholders. Interim CEO Charles Crovitz's
total compensation for his role as interim CEO in fiscal year 2008 was
$3,904,865 (including $519,416 in perquisites), which the Committee believes is
excessive given his role as interim CEO and his lack of CEO experience. In
addition, Mr. Crovitz received an equity award valued at approximately $1
million in February 2009. In the Committee's opinion, the economic interests of
a majority of the current directors and Mr. Crovitz in building a new leadership
team are not aligned with the economic interests of the Company's shareholders.
While none of the Nominees currently owns any common stock of the Company, each
of the Nominees has committed to purchase shares of the Company's common stock
in the open market should they be elected to the Board.
Mr. Dabah is proposing the election of Messrs. Benaroya, Fingerman
and Glickman as directors because he and the Committee believes they will bring
to the Board the experience and talent necessary to help position the Company to
deliver and sustain future growth and increase shareholder value. In contrast,
Sally Frame Kasaks, Norman Matthews and Malcolm Elvey, the Board's nominees, in
the Committee's opinion, lack the fresh perspective and vision that the
Committee believes is necessary to guide a specialty apparel retailer such as
the Company.
Ms. Kasaks, 64, was appointed Chair of the Board on an interim basis
on January 31, 2007. Since that time, the Board has failed to identify and
appoint a non-executive Chairperson to replace Ms. Kasaks. Mr. Dabah believes
that in her interim role, Ms. Kasaks has not provided the Board with the
direction, leadership and time necessary to resolve many of the difficulties
that the Company has faced during her tenure, including identifying a permanent
Chief Executive Officer to replace interim CEO Charles Crovitz. In addition, Ms.
Kasaks currently serves as Chair and CEO of Pacific Sunwear of California, Inc.,
a West Coast-based lifestyle specialty retailer facing significant operational
challenges. During fiscal 2008, Pacific Sunwear liquidated approximately 150 of
its fashion-focused streetwear demo stores due to poor performance and recently
announced that it anticipated closing an additional 35 to 50 underperforming
stores each year over the course of the next three years. Although a company's
stock price and performance can be impacted by a variety of factors, including
the recent extreme volatility in financial and capital markets, the fact is
that, since the appointment of Ms. Kasaks as Chair and CEO of Pacific Sunwear in
May 2007 (she previously served as interim CEO beginning in October 2006),
Pacific Sunwear's stock has declined approximately 81%. Pacific Sunwear was
recently engaged in a proxy contest in which shareholders cited "disastrous
performance" and called for Ms. Kasaks' immediate resignation. That proxy
contest was ultimately settled. The Committee believes the challenges at Pacific
Sunwear may distract Ms. Kasaks from her duties as Chair of The Children's
Place's Board.
Mr. Matthews, 76, joined the Board less than two months ago. The
Committee does not believe that Mr. Matthews brings to the Company the forward
outlook and fashion perspective necessary to understanding and preserving the
youthful and contemporary image
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unique to "The Children's Place" brand. In addition, Mr. Matthews served on the
boards of several entities that filed for bankruptcy, including Levitz and
Loehmann's, Inc. Mr. Matthews is also a director of Finlay Enterprises, Inc.,
which recently announced that it had substantial doubt about its ability to
continue as a going concern.
Mr. Elvey, 67, has served as a director of the Company since 2002.
Mr. Elvey is a venture capitalist focused on technology companies and his
primary retail experience stems from his tenure at Metro Cash and Carry over 30
years ago.
The Committee therefore questions whether the Board's nominees are
the right nominees for the Company and whether as a group they add value to the
Company when compared to our Nominees. Each of Messrs. Benaroya, Fingerman and
Glickman are highly-qualified and proven executives with extensive experience in
key areas of the Company's business, including specialty apparel retailing, mass
consumer marketing and branding and retail real estate. The Committee believes
each of these individuals will bring much-needed insight and new and relevant
perspectives to the Board for continued profitable growth.
Mr. Benaroya is currently Chairman of the Board of Directors of Russ
Berrie & Company, Inc., a company that specializes in the design, import,
marketing and distribution of infant and juvenile consumer products, and was
formerly, until February 2009, Chairman of the Board of Directors of FAO
Schwarz, Inc., a specialty toy retailer. Mr. Benaroya was also the Chairman of
the Board, President and Chief Executive Officer of United Retail Group, Inc., a
specialty retailer of women's fashions, from 1989 until its successful sale in
2007. During Mr. Benaroya's tenure, United Retail grew to $462.1 million in net
sales in fiscal 2006. Through his experiences as Chairman of the Board of Russ
Berrie and FAO Schwarz, Mr. Benaroya has developed meaningful exposure to and
understanding of the children's marketplace and the consumers that the Company
targets.
Mr. Fingerman has over 20 years of marketing and brand management
experience. He is currently the Managing Principal of Clairmont Ventures, a
strategic consulting and investment advisory firm focused on transforming brands
and businesses. Most recently, Mr. Fingerman served as President and Chief
Executive Officer of privately-held R.A.B. Food Group, LLC (Manishewitz), one of
America's leading specialty foods companies. Prior to joining R.A.B., Mr.
Fingerman served as President of the U.S. Soup Division at Campbell Soup
Company, the world's largest maker and marketer of soup. As President, Mr.
Fingerman was responsible for the company's largest division, which generated
three consecutive years of consumption growth for the first time in 18 years.
Mr. Glickman has over 35 years of specialty retail and real estate
experience. He is currently Chairman and Chief Executive Officer of Urban Retail
Properties, LLC, a development, leasing and management real estate company,
specializing in retail shopping centers with approximately 28 million square
feet under management. Urban Retail Properties is the developer of over 75
domestic and international premier shopping destinations and mixed use products
including Water Tower Place and 900 North Michigan Shops in Chicago, Copley
Place in Boston, and the redevelopment of the Houston Galleria and Old Orchard
Center in Skokie, Illinois.
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More information about the Nominees can be found under "Proposal 1 -
Election of Directors," beginning on page [ ] of this proxy statement and
"Information About the Participants," beginning on page [ ] of this proxy
statement.
If elected, Messrs. Benaroya, Fingerman and Glickman will, subject
to their fiduciary duties as directors, work with the other members of the Board
to take those steps that they deem necessary to maximize shareholder value.
Specifically, if elected, the Nominees will work closely with all members of the
Board to pursue the following plan of action:
1. Appoint a permanent CEO.
Since September 2007, the Board has claimed to be conducting a
search for a permanent CEO to replace the Company's Interim CEO, Mr. Crovitz. In
September 2007, a CEO search committee was formed to undertake the task of
finding a new CEO. Mr. Dabah is a member of the search committee, but over the
last 20 months no potential CEO candidate has been recommended by the committee
for him to interview. In light of the failure of the Board to attract and retain
a permanent CEO, at a meeting of the Board in August 2008, Mr. Dabah suggested
that the Board consider Mr. Raphael Benaroya as a candidate for the permanent
CEO position. Mr. Benaroya has over 25 years of experience in successfully
leading public specialty apparel retail stores and until recently was Chief
Executive Officer of United Retail Group, Inc., a publicly-traded,
vertically-integrated, specialty apparel retail company. However, the Board
declined to consider the suggestion on its merits. Mr. Dabah has not approached
any other Nominee regarding the CEO position.
Additionally, Mr. Crovitz has commented that he has planned to be
Interim CEO for 16 to 18 months, and some analysts believe the CEO search could
take another 6 to 12 months. In the Committee's opinion, given his large
compensation package, Mr. Crovitz has little incentive to speed up the process
of hiring his successor.
The leadership void at The Children's Place has created uncertainty
about the future direction of the Company, distracted management and, with no
visionary leadership, caused the Company to underperform its potential. The
Committee believes the Board must act immediately to appoint a permanent CEO who
will, among other things, take all measures to retain key management personnel,
reestablish a product and service-minded customer-centric culture, articulate a
future vision for the Company and position the Company to sustain future growth.
Mr. Dabah has engaged in preliminary discussions with Raphael Benaroya regarding
the possibility of proposing that the Board appoint Mr. Benaroya as Chief
Executive Officer of the Company. To date, Mr. Benaroya has not made a
determination as to whether he is willing to be considered for the CEO position.
If Mr. Benaroya determines that he is willing to serve as the Company's CEO,
Messrs. Benaroya, Fingerman and Glickman, if elected, and Mr. Dabah will
recommend to the Board that Raphael Benaroya be appointed Chief Executive
Officer. The Committee believes that Mr. Benaroya would be a candidate of
exceptional integrity and accomplishment with extensive corporate management
experience in the retail industry. Mr. Benaroya has experience as a director of
public companies, and based on his experiences has developed meaningful exposure
to and understanding of the children's marketplace. The Committee is confident
that Mr. Benaroya would provide the Company with the vision and leadership to
ensure that the Company leverages its strong brand name and achieves its full
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growth potential. There can be no assurance that Mr. Benaroya would accept the
CEO position if it were offered to him nor can there be any assurance that the
Board would agree to appoint Mr. Benaroya as CEO. Moreover, there can be no
assurance that the Board and Mr. Benaroya would agree to the terms of Mr.
Benaroya's service as CEO.
2. Attract and retain key talent.
The Company has been in a transitional state for more than 20
months. Since the appointment of Mr. Crovitz as Interim CEO, the Company has
experienced a number of senior level departures, all talented individuals who
had long tenures with and expertise in The Children's Place brand. Some of these
individuals left voluntarily and others left at the behest of Mr. Crovitz and
Susan Riley, an Executive Vice President and Chief Financial Officer of the
Company. The Committee believes that many of these departures have been due to
the deterioration of the Company's energetic and collaborative culture
established prior to the appointment of Mr. Crovitz as Interim CEO. The current
Board has not been successful in filling these vacated positions and the Company
is currently operating without a President, General Merchandise Manager and
General Counsel. The Company's merchandising strategy is built on the offering
of key basic items at exceptional values, complemented by fashion items and
accessories to create a fully coordinated look. The success of a product-driven
company like The Children's Place depends on its ability to attract and retain
creative and enterprising individuals. Under Mr. Crovitz's leadership, the
Company has suffered a loss of key management and creative talent, and the
Company's remaining creative talent has had to endure a leadership void in
inspiration and creativity. In addition, prior to Mr. Crovitz's appointment as
Interim CEO, the Company developed a strong sourcing base for its products. By
failing to retain key talent in this area, the Board and management are
jeopardizing the Company's ability to continue to capitalize on the long-term
relationships and efficient chain of supply that the Company has developed and
which is known to be one of the Company's core competencies. The Board and
senior management must initiate efforts to retain key team employees, rehire key
talent that has left, and restore the stimulating, energetic and creative
culture for which the Company was formerly known.
3. Position the Company for growth.
Since Mr. Crovitz's appointment as Interim CEO, the Company has not
introduced sufficient new initiatives for the future growth of the Company. The
Committee believes that the Board's inability to articulate future growth
initiatives will have a long term negative effect on shareholder value. In order
to maximize shareholder value, Messrs. Benaroya, Fingerman and Glickman will
work closely with all members of the Board to:
o Increase and accelerate the roll out of the
store-within-a-store shoe concept by leveraging The Children's
Place's strong brand attributes of high quality and value
pricing. In the Committee's opinion, this will allow the
Company to ultimately gain high single-digit market share in a
fragmented shoe market.
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o Focus on eCommerce growth by setting the online store on a
growth trajectory to exceed $300 million in sales by 2012,
including the introduction of international shipping.
o Roll out the small market store concept, which the Committee
believes can yield an additional 300 to 400 stores in North
America, over and above the Company's approximate 1,200 store
potential.
o Focus on Mr. Dabah's Big Box (15,000 - 18,000 square feet)
vision. This vertically integrated concept that does not exist
today would leverage The Children's Place's powerful brand
attributes of fashion, quality and value and offer integrated,
related and matching apparel and accessories, home
furnishings, and shoes, with a selection of child development
products, all under one roof.
The Committee and the Nominees believe the above actions will
greatly improve the Company's short-term and long-term prospects and put the
Company in the best position to achieve maximum value for all shareholders.
The Committee urges you to vote your GOLD proxy card FOR Raphael
Benaroya, Jeremy J. Fingerman and Ross B. Glickman and FOR the bylaw restoration
proposal.
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PROPOSAL 1: ELECTION OF DIRECTORS
According to the Company's proxy statement, three Class III
directors are to be elected to the Board at the 2009 Annual Meeting. The
Committee recommends that shareholders elect Raphael Benaroya, Jeremy J.
Fingerman and Ross B. Glickman as Class III directors at the 2009 Annual
Meeting. Each of the Nominees has consented to being named as a Nominee and to
serving as a director if elected. No member of the Committee has any preexisting
social, business or professional relationship with any of the Nominees. If
elected, each Nominee will serve for a three-year term and until his successor
shall have been duly elected and qualified or until his earlier death,
resignation or removal. If elected, each of the Nominees will be considered an
independent director of the Company under applicable NASDAQ rules, other than,
in the case of Mr. Benaroya, in the event that he is appointed as Chief
Executive Officer of the Company.
The Nominees will not receive any compensation from the Committee or
its members for their services as directors of the Company if elected. If
elected, the Nominees will be entitled to such compensation from the Company as
is consistent with the Company's prevailing practices for services of
non-employee directors, which is described in the Company's proxy statement. If
all the Nominees are elected to the Board, the Nominees, together with Mr. Dabah
and Mr. Silverstein, will constitute a majority of the Board.
Biographical Information
Background information about the Nominees, including the present principal
occupation or employment and material occupations, positions and offices or
employment for the past five years of each Nominee, is set forth below. Please
see "INFORMATION ABOUT THE PARTICIPANTS" and Annex A for additional information
about the Nominees, such as their beneficial ownership, purchases and sales of
shares of the Company's common stock (if any).
Name and Business Principal Occupation For Past Five Years
Address Age and Directorships
---------------------- -- ---------------------------------------------------
Raphael Benaroya 61 Mr. Benaroya is currently the Chairman of the Board
of Directors of Russ Berrie & Company, Inc., a New
c/o Biltmore Capital York Stock Exchange listed company specializing in
Group, LLC the design, import, marketing, and distribution of
365 West Passaic Street infant and juvenile consumer products, a position
2nd Floor Mr. Benaroya has held since January 2007. Mr.
Rochelle Park, NJ 07662 Benaroya has been a member of the Board of Russ
Berrie & Company since 1993. Mr. Benaroya was
formerly, from September 2008 until February 2009,
Chairman of the Board of Directors of FAO Schwarz,
Inc., a specialty toy retailer. Since April 1,
2008, Mr. Benaroya has also been acting as a
consultant for D. E. Shaw & Co., L.P., a global
investment and technology development firm. Mr.
Benaroya is also Managing Director of American
Licensing Group, L.P., a company specializing in
consumer goods' brand name
-11-
licensing, and a member of the Board of Managers of
Biltmore Capital Group, LLC, a financial company
which invests in secured debt. Mr. Benaroya has
been with American Licensing Group and Biltmore
Capital Group since September 1989 and August 2005,
respectively. Mr. Benaroya previously served as
Chairman of the Board, President and Chief
Executive Officer of United Retail Group, Inc.,
which operates a chain of approximately 500 retail
specialty stores, from October 1989 until its sale
in October 2007 to Redcats USA, a division of PPR,
a French public company, and continued as President
and Chief Executive Officer thereafter until March
2008. Mr. Benaroya also formerly held Chief
Executive Officer positions at certain divisions of
The Limited, Inc., from 1984 until 1989. From 1972
to 1982, Mr. Benaroya was with General Mills Inc.,
ultimately becoming Executive Vice President of the
Izod Lacoste Division. Mr. Benaroya is a graduate
of the University of Minnesota, where he earned an
MBA in the School of Business and a BSc Degree
(with Distinction) in Computer Science.
Jeremy J. Fingerman 48 Mr. Fingerman is Founder and Managing Principal of
Clairmont Ventures, a strategic consulting and
71 Franklin Street, investment advisory firm focused on transforming
Englewood, NJ 07631 brands and businesses founded in October 2007.
Mr. Fingerman served as Chief Executive Officer and
President of R.A.B. Food Group, LLC, from May 2005
to September 2007. Prior to joining R.A.B., Mr.
Fingerman served as President of the U.S. Soup
Division of Campbell Soup Company, the company's
largest division, from October 2002 to April 2004.
Mr. Fingerman joined the Campbell Soup Company in
October 1993. During his tenure with Campbell, Mr.
Fingerman served as General Manager of Campbell's
Soups Australasia, where he led his team to achieve
soup market share leadership for the first time in
the company's over 30 year history there, and
Vice-President, Brand Management, of
Arnott's-Campbell's Australasia, before ultimately
rising to the position of President of the U.S.
Soup Division. Prior to joining Campbell, Mr.
Fingerman progressed rapidly through key brand
management assignments at General Mills, Inc.,
including Marketing Manager for Bisquick and
Specialty Products, and Marketing Manager for Child
Cereals. Mr. Fingerman joined General Mills in
1988. Mr. Fingerman earned an MBA in General
Management from Harvard Business School and an
undergraduate degree in English Literature from
Columbia University.
-12-
Ross B. Glickman 60 Mr. Glickman is currently the Chairman of the Board
of Directors and Chief Executive Officer of Urban
900 N. Michigan Ave. Retail Properties, LLC, a development, leasing and
Suite 900 management real estate company, specializing in
Chicago, IL 60611 retail shopping centers, a position he has held
since April 2002. Mr. Glickman joined Urban Retail
in 1991. Mr. Glickman also served as a director of
United Retail Group Inc. from May 2006 to November
2007. Prior to joining Urban Retail in 1991, he was
President of Glickman Properties, a shopping center
development firm. From 1984 to 1989, Mr. Glickman
was Director of Real Estate for The Limited, Inc.,
where he was responsible for expanding the
company's divisions, including the Limited Stores,
Limited Express, Victoria's Secret, Lane Bryant,
Lerner, and Sizes Unlimited. From 1979 to 1984, Mr.
Glickman was Director of Real Estate for General
Nutrition Center (Pittsburgh), where he expanded
the company from 500 to 1,500 company-owned stores
nationwide in only four years. From 1973 to 1979,
Mr. Glickman was a Vice President of The Athlete's
Foot, where he grew the Pittsburgh division of the
specialty retail athletic footwear chain from one
store to 400. Mr. Glickman holds a Bachelor of Arts
degree from The Ohio State University.
If any of the Nominees is unable to stand for election at the 2009
Annual Meeting, the proxies named on the attached GOLD card will vote for the
following Alternate Nominee:
Emanuel R. Pearlman 49 Mr. Pearlman is the founder and Chief Executive
Officer of Liberation Investment Group LLC, a New
900 Third Avenue York-based investment management firm founded in
Suite #1000 December 2002. Mr. Pearlman is also a director of
New York, New York Multimedia Games, Inc., a position he has held
10022 since October 2006. Prior to founding Liberation,
Mr. Pearlman was the Chief Operating Officer of
Vornado Operating Corporation. For 14 years, Mr.
Pearlman ran Gemini Partners, which specialized in
strategic block investing and financial consulting.
Mr. Pearlman's experience in the gaming industry
includes consulting to Jackpot Enterprises and to
Bally Entertainment Corporation, where he advised
the companies on their business and financial
activities. Mr. Pearlman received a B.A. in
Economics from Duke University and an MBA from
Harvard Business School.
-13-
THE COMMITTEE STRONGLY URGES YOU TO VOTE FOR THE ELECTION OF THE
NOMINEES BY SIGNING, DATING AND RETURNING YOUR GOLD PROXY CARD TODAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
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PROPOSAL 2: RATIFY AUDIT COMMITTEE'S SELECTION OF
INDEPENDENT AUDITORS
According to the Company's proxy statement, the Company is
soliciting proxies to ratify the Audit Committee's selection of BDO Seidman LLP
as the Company's independent auditors for fiscal 2009. Please refer to the
Company's proxy statement under "Matters Requiring Stockholder Attention:
Proposal No. 2 -- Ratification of the Appointment of Independent Registered
Public Accounting Firm" for a discussion of this proposal. The Committee does
not object to the ratification of the Company's Audit Committee's selection of
BDO Seidman LLP as the Company's independent auditors.
You can vote for the ratification of BDO Seidman LLP as the
Company's independent auditors for fiscal 2009 by signing, dating and returning
your GOLD proxy card today in the enclosed postage paid envelope.
PROPOSAL 3: BYLAW RESTORATION PROPOSAL
Mr. Dabah plans to present the bylaw restoration proposal for
consideration at the 2009 Annual Meeting. The bylaw restoration proposal states:
"RESOLVED, that any provision of the Bylaws of the Corporation as of
the effectiveness of this resolution adopted by the Board of the Corporation and
not by the shareholders of the Corporation that were not included in the Bylaws
of the Corporation, as amended through March 5, 2009 and as filed with the
Securities and Exchange Commission on March 6, 2009, be and hereby are
repealed."
The purpose of and reason for the bylaw restoration proposal is to
prevent the incumbent Board from adopting any changes to the Company's Bylaws
that could serve to limit the ability of the Nominees to pursue the best
interests of the Company and its stockholders. If the incumbent Board does not
effect any change to the version of the Bylaws publicly available in a filing by
the Company with the Securities and Exchange Commission on March 6, 2009, the
bylaw restoration proposal will have no effect. However, if the incumbent Board
has made changes since that time, the bylaw restoration proposal, if adopted,
will restore the Bylaws to the version that was filed as Exhibit 3.1 to the Form
8-K filed by the Company with the SEC on March 6, 2009, without considering the
nature of any changes the incumbent Board may have adopted. The bylaw
restoration proposal will not preclude the newly-elected Board from
reconsidering any repealed Bylaw changes following the proxy solicitation.
THE COMMITTEE STRONGLY URGES YOU TO VOTE FOR THE BYLAW RESTORATION
PROPOSAL BY SIGNING, DATING AND RETURNING
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YOUR GOLD PROXY CARD TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
OTHER PROPOSALS
The Participants (as defined below) and their affiliates know of no
other business to be presented at the 2009 Annual Meeting. If any other matters
should properly come before the 2009 Annual Meeting, it is intended that the
persons named on the enclosed GOLD proxy card will vote that proxy on such other
matters in accordance with their judgment.
INFORMATION ABOUT THE PARTICIPANTS
This proxy solicitation is being conducted by the Committee. The
Committee is composed of Ezra Dabah, Renee Dabah, Stanley Silverstein, Raine
Silverstein, Barbara Dabah and Gila Goodman. The members of the Committee are
the beneficial owners of approximately 21.8% of the outstanding common stock of
The Children's Place. Each member of the Committee, the Nominees and the
Alternate Nominee (each, a "Participant" and collectively, the "Participants")
may be deemed to be participants in this proxy solicitation.
The Committee
Ezra Dabah is the former Chairman of the Board and Chief Executive
Officer of the Company. He currently serves as a member of the Company's Board
of Directors. Mr. Dabah's business address is 120 Central Park South, New York,
NY 10019.
Renee Dabah's business address is 120 Central Park South, New York,
NY 10019 and her present principal occupation is personal investor. Mrs. Dabah
is a citizen of the United States.
Stanley Silverstein's business address is 20 Blue Sea Lane, Great
Neck, New York, 11024 and his present principal occupation is serving as a
director on the Board of the Company. The address of the Company is 915 Secaucus
Road, Secaucus, New Jersey 07094. Mr. Silverstein is a citizen of the United
States.
Raine Silverstein's business address is 20 Blue Sea Lane, Great
Neck, New York, 11024 and her present principal occupation is personal investor.
Mrs. Silverstein is a citizen of the United States.
Barbara Dabah's business address is 180 East 64th Street, New York,
New York, 10065 and her present principal occupation is personal investor.
Barbara Dabah is a citizen of the United States.
Gila Goodman's business address is 19 West 34th Street, 7th Floor,
New York, New York, 10065 and her present principal occupation is President and
CEO of Success Apparel, a children's apparel wholesaler. Ms. Goodman is a
citizen of the United States.
-16-
Nominees and Alternate Nominee
Please see "Proposal 1: Election of Directors" for additional
information about the Nominees and the Alternate Nominee.
Beneficial Ownership of Common Stock
The following table shows the beneficial ownership of each
Participant of shares of the Company's outstanding common stock as of June 1,
2009. Except as described below, each of the individuals in the table directly
owns and has sole voting power and sole dispositive power with regard to the
number of shares beneficially owned. Please see Annex A for additional
information about the Participants' purchases and sales of shares of the
Company's common stock.
Number of Shares Percent of Outstanding
Entity Beneficially Owned Common Stock (1)
--------------------------------------------------------------------------------
Ezra Dabah 4,920,853 16.7%
Renee Dabah 4,920,853 16.7%
Stanley Silverstein 3,190,577 (2) 10.8%
Raine Silverstein 3,190,577 (2) 10.8%
Barbara Dabah 215,300 0.7%
Gila Goodman 998,330 3.4%
Total 6,445,700 21.8%
(1) Calculated on the basis of 29,529,951 shares outstanding as of June 1,
2009.
(2) Includes the 2,879,360 shares which Renee Dabah has shared power to vote or
direct the vote and dispose or direct the disposition of as custodian or
trustee for Mrs. Dabah's children and certain other family members.
Ezra Dabah is the beneficial owner of 4,920,853 shares, representing
16.7% of the Company's common stock outstanding as of June 1, 2009. Mr. Dabah
(i) has the sole power to vote or to direct the vote and to dispose or direct
the disposition of 1,561,393 of such shares (which includes 187,000 shares that
are issuable upon the exercise of outstanding vested options and 3,143 deferred
shares scheduled to vest within 60 days of June 1, 2009), (ii) has shared power
to vote or to direct the vote and to dispose or direct the disposition of
2,879,360 of such shares held by Mr. Dabah and others, as custodians or trustees
for Mr. Dabah's children and certain other family members, (iii) has shared
power to vote or to direct the vote and to dispose or direct the disposition of
376,000 of such shares held by Mr. Dabah and his wife as joint tenants with
right of survivorship and (iv) may be deemed to have shared power to vote or to
direct the vote and to dispose or direct the disposition of 104,100 of such
shares owned by Mr. Dabah's wife.
Renee Dabah, wife of Ezra Dabah, is the beneficial owner of
4,920,853 shares, representing 16.7% of the total number of the Company's
outstanding common stock as of June 1, 2009. Mrs. Dabah (i) has the sole power
to vote or to direct the vote and to dispose or direct the disposition of
104,100 of such shares, (ii) has shared power to vote or to direct the vote and
to dispose or direct the disposition of 2,879,360 of such shares held by Mrs.
Dabah and others, as custodians or trustees for Mrs. Dabah's children and
certain other family members, (iii) has
-17-
shared power to vote or to direct the vote and to dispose or direct the
disposition of 376,000 of such shares held by Mrs. Dabah and her husband as
joint tenants with right of survivorship and (iv) may be deemed to have shared
power to vote or to direct the vote and to dispose or direct the disposition of
1,561,393 of such shares (which includes 187,000 shares that are issuable to
Mrs. Dabah's husband upon the exercise of vested stock options and 3,143
deferred shares scheduled to vest within 60 days of June 1, 2009) owned by Mrs.
Dabah's husband. Of the shares held by Mr. and Mrs. Dabah, 1,163,300 of these
shares have been pledged as collateral in margin accounts.
Stanley Silverstein is the beneficial owner of 3,190,577 shares,
representing 10.8% of the total number of the Company's outstanding common stock
as of June 1, 2009. Mr. Silverstein (i) has the sole power to vote or to direct
the vote and to dispose or direct the disposition of 261,697 of such shares
(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 shared power to vote or to direct the vote and to
dispose or direct the disposition of 2,928,880 of such shares held by Mr.
Silverstein's wife, Raine Silverstein, as custodian or trustee for the benefit
of Mr. Silverstein's children and grandchildren. Of the 261,697 shares held
directly by Mr. Silverstein, 248,300 shares have been pledged as collateral in
margin accounts.
Raine Silverstein, wife of Stanley Silverstein, is the beneficial
owner of 3,190,577 shares of Common Stock, representing 10.8% of the total
number of the Company's outstanding common stock as of June 1, 2009. Mrs.
Silverstein (i) has shared power to vote or to direct the vote and to dispose or
direct the disposition of 2,928,880 of such shares 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 shared power to vote or to direct
the vote and to dispose or direct the disposition of 261,697 of such shares 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). Mrs. Silverstein does not have sole power
to vote or to direct the vote or to dispose or direct the disposition of any
shares of the Company's common stock.
Barbara Dabah is the beneficial owner of 215,300 shares,
representing 0.7% of the total number of the Company's outstanding common stock
as of June 1, 2009. Barbara Dabah (i) has the sole power to vote or to direct
the vote and to dispose or direct the disposition of 41,300 of such shares, and
(ii) may be deemed to have shared power to vote or to direct the vote and to
dispose or direct the disposition of 174,000 of such shares held by Barbara
Dabah as custodian or trustee for the benefit of her children.
Gila Goodman is the beneficial owner of 998,330 shares, representing
3.4% of the total number of the Company's outstanding common stock as of June 1,
2009. Mrs. Goodman (i) has the sole power to vote or to direct the vote and to
dispose or direct the disposition of 974,215 of such shares, (ii) may be deemed
to have shared power to vote or to direct the vote and to dispose or direct the
disposition of 20,000 of such shares held by Mrs. Goodman's children and (iii)
may be deemed to have shared power to vote or to direct the vote and to dispose
or direct the disposition of 4,115 of such shares held by the GD Foundation. Of
the 974,215 shares held directly by Mrs. Goodman, 248,359 shares have been
pledged by Mrs. Goodman as
-18-
collateral for a loan from Wells Fargo in the amount of $9,000,000. During the
past year, Mrs. Goodman has been party to call arrangements with Oppenheimer and
Middlegate and put arrangements with Goldman Sachs. Naomi Dweck, Mrs. Goodman's
daughter, owns 12,500 shares of the Company's common stock. Maurice Dweck, Mrs.
Goodman's son, owns 7,500 shares of the Company's common stock. The GD
Foundation owns 4,115 shares of the Company's common stock. The address of each
of Naomi Dweck, Maurice Dweck and the GD Foundation is 19 West 34th Street, New
York, New York, 10065.
No member of the Committee owns beneficially, directly or
indirectly, shares of any class of securities of any parent or subsidiary of the
Company.
Except as disclosed in this proxy statement, none of the Nominees
nor any of their associates is a record owner or direct or indirect beneficial
owner of any stock of the Company or any parent or subsidiary of the Company.
Nominee Agreements
Each Nominee is a party to an agreement (each a "Nominee Agreement")
pursuant to which each nominee has consented to being named as a nominee for
election as a director of the Company by Mr. Dabah, and Mr. Dabah has agreed to
pay the costs of soliciting proxies in support of the election of the Nominees
to the Board and the adoption of the bylaw restoration proposal at the 2009
Annual Meeting, and to indemnify each Nominee with respect to certain costs that
may be incurred by such Nominee in connection with his nomination as a candidate
for election to the Board at the 2009 Annual Meeting and the solicitation of
proxies in support of his election. In addition, Mr. Dabah has agreed to
reimburse Mr. Benaroya for certain costs and expenses in connection with Mr.
Benaroya's nomination, including the fees and expenses of Mr. Benaroya's
counsel, up to a maximum amount of $30,000.
Transactions with the Company
Ezra Dabah is a member of the Board. Mr. Dabah is the son-in-law of
Stanley Silverstein, a member of the Board. Mr. Dabah's nephew, Michael
Leventhal, is employed by the Company. Nina Miner, Mr. Silverstein's daughter
and Mr. Dabah's sister-in-law, is employed by the Company as Senior Vice
President, Chief Creative Officer. For fiscal 2008, Ms. Miner received cash
compensation of $641,702 in base salary, $10,000 in car allowance, $624 in
insurance premiums paid by the Company with respect to life insurance for the
benefit of Ms. Miner and $4,993 in matching contributions under the Company's
401(k) Plan. On July 14, 2008, the Company granted Ms. Miner a performance award
for 2008 with a target number of 14,428 shares, subject to the terms and
conditions of a performance award agreement between Ms. Miner and the Company.
Under the terms of Ms. Miner's 2008 performance award, Ms. Miner earned 4,810
shares for fiscal year 2008, and, if Ms. Miner is employed by the Company on the
delivery date in fiscal 2011, she will receive the shares on the delivery date.
In addition, Ms. Miner may earn an additional 4,810 performance shares for
fiscal year 2008 if the Company achieves the three year cumulative operating
income target. On July 14, 2008, Ms. Miner was also granted a deferred stock
award for 2008 with a target number of 14,428 shares, subject to the terms and
conditions of a deferred stock award agreement between Ms. Miner and the
Company.
-19-
Renee Dabah is Ezra Dabah's wife. Barbara Dabah is Ezra Dabah's
sister-in-law. Gila Goodman is Ezra Dabah's sister.
During fiscal 2008, the Company purchased approximately $400,000 of
footwear from Nina Footwear Corporation. Stanley Silverstein, who is a member of
the Board and the father-in-law of Mr. Dabah, owns Nina Footwear Corporation
with his brother. Mr. Silverstein is not actively involved in the Nina Footwear
business. The Company's Compensation Committee determined that the transactions
with Nina Footwear Corporation were on terms no less favorable than could have
been obtained from an unaffiliated third party.
Other than as disclosed in this proxy statement, (i) there are no
transactions, or series of similar transactions, since the beginning of the
Company's last fiscal year, or any currently proposed transaction, or series of
similar transactions, to which the Company or any of its subsidiaries was or is
to be a party, in which the amount involved exceeds $120,000 and in which the
Participants or any immediate family member of any Participant had, or will
have, a direct or indirect material interest; and (ii) neither the Participants
nor any member of their immediate family, nor any corporation or organization of
which the Participants are executive officers or partners or are, directly or
indirectly, the beneficial owners of ten percent or more of any class of equity
securities, nor any trust or other estate in which the Participants have a
substantial beneficial interest or as to which the Participants serve as a
trustee or in a similar capacity, has been indebted to the Company or its
subsidiaries at any time since the beginning of the Company's last fiscal year
in an amount in excess of $120,000.
Interests of the Participants
Each Participant has an interest in the election of directors: (i)
indirectly through the beneficial ownership (if any) of shares and other
securities and/or (ii) pursuant to the Nominee Agreements. No member of the
Committee, including Mr. Dabah, nor any affiliate of any member of the
Committee, nor any Nominee nor any affiliate of any Nominee has any current plan
or intention to acquire the Company.
In addition, since September 2007, the Board has been searching for
a permanent Chief Executive Officer to replace the Company's interim Chief
Executive Officer, Charles Crovitz. To date, the Board has not identified a
permanent Chief Executive Officer. Mr. Dabah has engaged in preliminary
discussions with Raphael Benaroya regarding the possibility of proposing that he
serve as Chief Executive Officer of the Company. To date, Mr. Benaroya has not
made a determination as to whether he is willing to be considered for the CEO
position. If Mr. Benaroya is willing to serve as Chief Executive Officer, Mr.
Dabah plans to propose to the Board that he be appointed to that position.
On May 12, 2008, Mr. Dabah and Golden Gate entered into a
non-binding (other than with respect to exclusivity) understanding with respect
to their mutual participation in a potential acquisition of the Company. Mr.
Dabah and Golden Gate agreed that, for a period of ninety days from May 12, 2008
(the "Exclusivity Period"), they would work together exclusively to develop a
formal proposal to acquire the Company. Mr. Dabah and Golden Gate agreed that,
during the Exclusivity Period, neither they nor any of their representatives or
agents would discuss, pursue, enter into any agreement, vote in favor of or
participate in any manner with
-20-
respect to the acquisition of all or any substantial portion of the capital
stock or assets of the Company (a "Business Combination Transaction") without
the participation of the other party in any such transaction. However, neither
Mr. Dabah nor Golden Gate would be prevented from participating in (i) any back
end merger of the Company following the acquisition by a third party of a
majority interest in the capital stock of the Company or (ii) any Business
Combination Transaction between the Company and a third party that (A) did not
involve the participation of such party prior to the approval of such
transaction by the independent members of the Board and (B) Mr. Dabah and Golden
Gate mutually agreed not to attempt to overbid. Under the agreement, if either
Mr. Dabah or Golden Gate received a proposal, offer or expression of interest to
engage in a Business Combination Transaction during the Exclusivity Period, that
party would be obligated to promptly notify the other of such proposal, offer or
expression of interest and provide the other party with all material information
relating thereto. Mr. Dabah and Golden Gate have no current agreement or
understanding with respect to a potential acquisition of the Company.
On September 4, 2008, Ezra and Renee Dabah engaged Moelis & Company
("Moelis") to act as a financial advisor to the Dabahs in connection with any
potential acquisition or other transaction involving the Company. The Dabahs
agreed to pay Moelis (i) a transaction fee of $3,300,000 if the Dabahs
consummate an acquisition of the Company, (ii) a fee of $1,250,000 upon certain
sales or transfers of securities or other interests in the Company by the Dabahs
and (iii) a cash fee equal to 7.5% of any "break-up" or "topping fee" or other
payment or consideration that the Dabahs may receive in connection with the
termination or cancellation of a transaction that is entered into between the
Company and the Dabahs, such cash fee not to exceed $3,300,000. The Dabahs also
agreed to reimburse Moelis for its expenses and indemnify Moelis and its
affiliates against certain liabilities and expenses, including liabilities under
the federal securities laws, arising out of their performance of services for
the Dabahs. On May 14, 2009, Mr. Dabah terminated this engagement. However,
Moelis will continue to be entitled to the full amount of any compensation
payable pursuant to the terms of the engagement for a period of 12 months
following its termination. In addition, Mr. Dabah has engaged Moelis to act as
his financial advisor in connection with the proxy solicitation and Moelis will
receive a customary retainer fee for its services.
On September 4, 2008, Ezra and Renee Dabah engaged Mr. Ilan Kaufthal
to act as a financial advisor to the Dabahs in connection with any potential
acquisition or other transaction involving the Company. The Dabahs agreed to pay
Mr. Kaufthal (i) a transaction fee of $3,300,000 if the Dabahs consummate an
acquisition of the Company, (ii) a fee of $1,250,000 upon certain sales or
transfers of securities or other interests in the Company by the Dabahs and
(iii) a cash fee equal to 7.5% of any "break-up" or "topping fee" or other
payment or consideration that the Dabahs may receive in connection with the
termination or cancellation of a transaction that is entered into between the
Company and the Dabahs, such cash fee not to exceed $3,300,000. The Dabahs also
agreed to reimburse Mr. Kaufthal for his expenses and indemnify Mr. Kaufthal and
his affiliates against certain liabilities and expenses, including liabilities
under the federal securities laws, arising out of their performance of services
for the Dabahs. On May 14, 2009, Mr. Dabah terminated this engagement. In
addition, Mr. Dabah has engaged Mr. Kaufthal to act as his financial advisor in
connection with the proxy solicitation and Mr. Kaufthal will receive a customary
retainer fee for his services.
-21-
Other than as disclosed in this proxy statement, there are no
arrangements or understandings between the Participants and any Nominee or any
other person or persons with respect to the nomination of the Nominees or
adoption of the Committee's other proposals.
Other than as disclosed in this proxy statement, none of the
Participants nor any of their respective affiliates, associates or immediate
family members, directly or indirectly:
o is, and was not within the past year, party to any contract,
arrangement or understanding with any person with respect to
any securities of the Company, including, but not limited to,
joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of
losses or profits, or the giving or withholding of proxies;
o has had any relationship with the Company in any capacity
other than as a shareholder that would require disclosure
herein;
o has any agreement, arrangement or understanding with respect
to any future employment by the Company or its affiliates;
o has any agreement, arrangement or understanding with respect
to future transactions to which the Company or any of its
affiliates will or may be a party; or have any material
interest, direct or indirect, in any transaction that has
occurred since February 2, 2008, or any currently proposed
transaction, or series of similar transactions, which the
Company or any of its affiliates was or is to be a party and
in which the amount involved exceeds $120,000; or
o is a party adverse to the Company or any of its subsidiaries
or has a material interest adverse to the Company or any of
its subsidiaries in any material legal proceeding.
The Committee has filed with the SEC a statement on Schedule 13D,
which contains information in addition to that furnished herein. The Schedule
13D, including amendments thereto, may be inspected at, and copies may be
obtained from, the public reference facilities maintained at the SEC at 100 F
Street, N.E., Washington, DC 20549. Copies of such material can also be obtained
upon written request addressed to the SEC, Public Reference Section, 100 F
Street, N.E., Washington, DC 20549, at prescribed rates. You may obtain
information on the operation of the SEC's Public Reference Room by calling the
SEC at (800) SEC-0330. The SEC also maintains a web site on the Internet
(http://www.sec.gov) where reports, proxy and information statements and other
information regarding issuers and others that file electronically with the SEC
may be obtained free of charge.
PROXY INFORMATION
The enclosed GOLD proxy card may be executed only by holders of
record of shares of the Company's common stock on the Record Date. If you were a
shareholder of record on the Record Date, you will retain your voting rights at
the 2009 Annual Meeting even if you
-22-
sell your shares after the Record Date. Accordingly, it is important that you
vote the shares held by you on the Record Date, or grant a proxy to vote your
shares on the GOLD proxy card, even if you sell your shares after the Record
Date. The shares represented by each GOLD proxy card that is properly executed
and returned to the Committee will be voted at the 2009 Annual Meeting in
accordance with the instructions marked thereon. If you have signed the GOLD
proxy card and no marking is made, you will be deemed to have given a direction
to vote all of the shares represented by the GOLD proxy card (i) FOR the
election of all of the Nominees (or, if applicable, the Alternate Nominee), (ii)
FOR the approval of Proposal 2 set forth in this proxy statement and (iii) FOR
the approval of Proposal 3 set forth in this proxy statement.
If you hold your shares in the name of one or more brokerage firms,
banks or nominees, only they can vote your shares and only upon receipt of your
specific instructions. Accordingly, you should contact the person responsible
for your account and give instructions for a GOLD proxy card representing your
shares to be signed and returned. The Committee urges you to confirm in writing
your instructions to the person responsible for your account and to provide a
copy of those instructions to The Committee of Concerned Shareholders of The
Children's Place, c/o Innisfree M&A Incorporated, 501 Madison Avenue, 20th
Floor, New York, New York 10022, so that we will be aware of all instructions
given and can attempt to ensure that those instructions are followed.
REVOCATION OF PROXIES
Any shareholder of record may revoke or change his or her proxy
instructions at any time prior to the vote at the 2009 Annual Meeting by:
o submitting a properly executed, subsequently dated GOLD proxy
card that will revoke all prior proxy cards, including any
White proxy cards you have executed;
o voting your GOLD proxy card by telephone or via the Internet
(instructions are on your GOLD proxy card);
o attending the 2009 Annual Meeting and withdrawing his or her
proxy by voting in person (although attendance at the 2009
Annual Meeting will not in and of itself constitute revocation
of a proxy); or
o delivering written notice of revocation either to The
Committee of Concerned Shareholders of The Children's Place
c/o Innisfree M&A Incorporated, 501 Madison Avenue, 20th
Floor, New York, New York 10022, or the Corporate Secretary of
The Children's Place at 915 Secaucus Road, Secaucus, New
Jersey 07094, or any other address provided by the Company.
Although a revocation is effective if delivered to the Company, the
Committee requests that either the original or a copy of any revocation be
mailed to The Committee of Concerned Shareholders of The Children's Place c/o
Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York
10022, so that the Committee will be aware of all
-23-
revocations and can more accurately determine if and when the requisite proxies
for the election of the Nominees as directors and the other proposals set forth
herein have been received. The Committee may contact shareholders who have
revoked their proxies.
IF YOU PREVIOUSLY SIGNED AND RETURNED A WHITE PROXY CARD TO THE
COMPANY, THE COMMITTEE URGES YOU TO REVOKE IT BY (1) SIGNING, DATING AND
RETURNING THE GOLD PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE, (2) VOTING
YOUR GOLD PROXY CARD BY TELEPHONE OR VIA THE INTERNET, (3) ATTENDING THE 2009
ANNUAL MEETING AND VOTING IN PERSON OR (4) DELIVERING A WRITTEN NOTICE OF
REVOCATION TO THE COMMITTEE OR TO THE SECRETARY OF THE COMPANY.
QUORUM AND VOTING
Only shareholders of record at the close of business on the Record
Date will be entitled to vote at the 2009 Annual Meeting. Each share has one
vote. Shareholders of the Company will not have rights of appraisal or similar
dissenter's rights with respect to any matter to be acted upon at the 2009
Annual Meeting. The presence, in person or by proxy, of holders of shares
representing a majority of the outstanding shares eligible to vote at the 2009
Annual Meeting will constitute a quorum. Abstentions and broker non-votes will
be counted as present for purposes of determining whether a quorum is present at
the 2009 Annual Meeting. Assuming a quorum is present or otherwise represented
at the 2009 Annual Meeting, the three nominees receiving the highest number of
votes cast will be elected. Assuming a quorum is present or otherwise
represented at the 2009 Annual Meeting, each of the other proposals set forth in
this proxy statement will be approved by the majority of the votes cast by the
shareholders entitled to vote. Broker non-votes will not have any effect on the
outcome of the vote on the election of directors or on any of the proposals.
Abstentions will not affect the outcome of the vote on the election of
directors, but will have the same practical effect as a negative vote on the
proposal ratifying the appointment of BDO Seidman, LLP and the bylaw restoration
proposal. Delaware law expressly provides for the authorization of proxies by
electronic means. Accordingly, you may submit your proxy by telephone or the
Internet. To submit a proxy with voting instructions by telephone please call
the telephone number listed on the GOLD proxy card. Proxies may also be
submitted over the Internet. Please refer to the GOLD proxy card for the website
information. In each case shareholders will be required to provide the unique
control number which has been printed on each shareholder's GOLD proxy card. In
addition to the instructions that appear on the GOLD proxy card, step-by-step
instructions will be provided by a recorded telephone message for those
shareholders submitting proxies by telephone, or at the designated website for
those shareholders submitting proxies over the Internet.
YOUR VOTE IS EXTREMELY IMPORTANT. THE COMMITTEE URGES YOU TO SIGN,
DATE AND RETURN THE ENCLOSED GOLD PROXY CARD TODAY OR INSTRUCT THE COMMITTEE BY
TELEPHONE OR VIA THE INTERNET TO VOTE FOR THE ELECTION OF THE NOMINEES.
-24-
COST AND METHOD OF SOLICITATION
Ezra Dabah has retained Innisfree M&A Incorporated to serve as an
advisor and to provide consulting and analytic services and solicitation
services in connection with the solicitation of proxies. For these services,
Innisfree M&A Incorporated is to receive a fee not to exceed $350,000, plus
reimbursement for its reasonable out-of-pocket expenses. Mr. Dabah has agreed to
indemnify Innisfree M&A Incorporated against certain liabilities and expenses.
Proxies may be solicited by mail, courier services, e-mail, internet,
advertising, telephone, facsimile or in person. It is anticipated that Innisfree
M&A Incorporated will employ approximately 100 people to solicit proxies from
shareholders for the 2009 Annual Meeting. Innisfree M&A Incorporated does not
believe that any of its directors, officers, employees, affiliates or
controlling persons, if any, is a "participant" in this proxy solicitation or
that Schedule 14A requires the disclosure of certain information concerning
Innisfree M&A Incorporated.
In addition, it is anticipated that Messrs. Benaroya, Fingerman and
Glickman will participate in the solicitation of proxies in support of the
Nominees and the other proposals set forth in this proxy statement. Although no
precise estimate can be made at the present time, the total expenditures in
furtherance of, or in connection with, the solicitation of shareholders is
estimated to be $[ ] (in addition to the $350,000 solicitation fee described
above). As of the date hereof, the Committee has incurred approximately $[ ] of
solicitation expenses.
Costs related to this solicitation of proxies, including
expenditures for attorneys, accountants, public relations and financial
advisors, proxy solicitors, advertising, printing, transportation and related
expenses will be borne by Mr. Dabah. To the extent legally permissible, Mr.
Dabah will seek reimbursement from the Company for those expenses if any of the
Nominees is elected.
The Committee intends to deliver a proxy statement and form of proxy
to at least the percentage of shareholders that will be required to carry the
matters set forth in this proxy statement.
OTHER INFORMATION
Certain information regarding the compensation of directors and
executive officers and certain other matters regarding the Company and its
officers and directors is required to be contained in the Company's proxy
statement. Certain other information regarding the 2009 Annual Meeting, as well
as procedures for submitting proposals for consideration at the 2010 annual
meeting of shareholders, is also required to be contained in the Company's proxy
statement. Please refer to the Company's proxy statement to review this
information. Please note that because the Participants were not involved in the
preparation of the Company's proxy statement, the Participants cannot reasonably
confirm the accuracy or completeness of certain information contained in the
Company's proxy statement.
Sincerely,
-25-
The Committee of Concerned
Shareholders of The Children's Place
Dated: [ ], 2009
-26-
Annex A
Two year transaction history of each Participant
The following table sets forth all transactions with respect to the
shares of the Company's common stock effected by each of the Participants during
the two year period ended June 11, 2009. Except as otherwise noted, all such
transactions were effected in the open market.
No. of Transaction
Name Date Shares Type
--------------------------------------------------------------------------------
Liberation Investment Group (1) 8/10/07 10,000 Purchase
Liberation Investment Group (1) 8/13/07 10,000 Sale
Liberation Investment Group (1) 8/23/07 35,000 Purchase
Liberation Investment Group (1) 8/23/07 35,000 Sale
Barbara Dabah 10/15/07 100,000 Purchase
The Renee and Ezra Dabah Charitable 12/21/07 22,000 Sale
Foundation, Inc.
Gila Dweck 1/17/08 10,000 Purchase
Gila Dweck 1/18/08 5,000 Purchase
Ezra Dabah 2/2/08 6,000 Grant of
Annual Stock
Option Award
to
Non-Employee
Directors
Gila Dweck 3/20/08 5,000 Purchase
Gila Dweck 3/26/08 5,000 Sale
Ezra Dabah and Renee Dabah 4/1/08 19,600 Gift
The Renee and Ezra Dabah Charitable 4/2/08 19,600 Sale
Foundation, Inc.
Barbara Dabah 4/15/08 12,800 Sale
Barbara Dabah 4/16/08 12,200 Sale
Ezra Dabah and Renee Dabah 4/28/08 50,000 Gift
Barbara Dabah 5/6/08 10,000 Sale
Barbara Dabah 5/7/08 20,000 Sale
Barbara Dabah 5/8/08 20,000 Sale
Barbara Dabah 5/9/08 10,000 Sale
Barbara Dabah 5/12/08 15,000 Sale
Trust FBO Morris J. Dabah UAD 8/29/88 5/15/08 15,000 Sale
Trust FBO Mac Dabah UAD 8/29/88 5/15/08 10,000 Sale
A-1
No. of Transaction
Name Date Shares Type
--------------------------------------------------------------------------------
Barbara Dabah 5/16/08 20,000 Sale
Barbara Dabah 5/19/08 30,000 Sale
Barbara Dabah 5/20/08 25,000 Sale
Barbara Dabah 5/21/08 5,000 Sale
Trust FBO Morris J. Dabah UAD 8/29/88 5/22/08 20,000 Sale
Trust FBO Mac Dabah UAD 8/29/88 5/22/08 20,000 Sale
Barbara Dabah 5/22/08 15,000 Sale
Trust FBO Morris J. Dabah UAD 8/29/88 5/22/08 15,000 Sale
Trust FBO Michael Dabah UAD 8/29/88 5/22/08 20,000 Sale
Trust FBO Stephen Dabah UAD 8/29/88 5/22/08 20,000 Sale
Barbara Dabah 5/28/08 20,000 Sale
Gila Dweck 6/5/08 5,000 Sale
Gila Dweck 6/13/08 5,000 Sale
The Renee and Ezra Dabah Charitable 6/19/08 50,000 Sale
Foundation, Inc.
The Raine & Stanley Silverstein 6/25/08 6,800 Gift
Family Foundation
Ezra Dabah 6/28/08 3,143 Transitional
Award for
Non-Employee
Directors
The Raine & Stanley Silverstein 7/8/08 7,200 Gift
Family Foundation
The Raine & Stanley Silverstein 7/9/08 1,000 Gift
Family Foundation
Stanley Silverstein 7/14/08 5,000 Sale
Stanley Silverstein 7/16/08 10,000 Sale
Trust FBO Mac Dabah UAD 8/29/88 7/18/08 5,000 Sale
Trust FBO Morris J. Dabah UAD 8/29/88 7/18/08 5,000 Sale
Trust FBO Michael Dabah UAD 8/29/88 7/18/08 5,000 Sale
Trust FBO Michael Dabah UAD 8/29/88 7/19/08 5,000 Sale
Trust FBO Stephen Dabah UAD 8/29/88 7/22/08 20,000 Sale
Trust FBO Michael Dabah UAD 8/29/88 7/23/08 10,000 Sale
The Dabah Children Charitable 7/25/08 20,000 Sale
Foundation, Inc.
Trust FBO Morris J. Dabah UAD 8/29/88 8/4/08 5,000 Sale
Trust FBO Morris J. Dabah UAD 8/29/88 8/21/08 5,000 Sale
Barbara Dabah 9/19/08 20,000 Sale
Barbara Dabah 10/6/08 40,000 Sale
Trust FBO Morris J. Dabah UAD 8/29/88 10/8/08 15,000 Sale
Barbara Dabah 10/9/08 20,000 Sale
Barbara Dabah 10/11/08 10,000 Sale
Trust FBO Morris J. Dabah UAD 8/29/88 10/13/08 10,000 Sale
Barbara Dabah 10/13/08 5,000 Sale
Barbara Dabah 1/2/09 1,000 Sale
Ezra Dabah 2/1/09 5,254 Deferred
Stock Award
Stanley Silverstein 4/3/09 10,000 Sale
Stanley Silverstein 4/3/09 10,000 Gift
A-2
No. of Transaction
Name Date Shares Type
--------------------------------------------------------------------------------
Stanley Silverstein 4/22/09 100,000 Sale
(1) These shares were purchased and sold by Liberation Investment Group for a
managed account. Mr. Pearlman is the Chief Executive Officer of Liberation
Investment Group. Mr. Pearlman disclaims beneficial ownership of these shares.
Liberation Investment Group is not a participant in this solicitation.
A-3
SPECIAL INSTRUCTIONS
Please review this proxy statement and the enclosed materials
carefully. YOUR VOTE IS VERY IMPORTANT, no matter how many or how few shares you
own.
1. If your shares are registered in your own name, please sign, date
and mail the enclosed GOLD proxy card today to The Committee of Concerned
Shareholders of The Children's Place, c/o Innisfree M&A Incorporated, in the
postage-paid envelope provided or vote your shares by telephone or via the
Internet (instructions are on your GOLD proxy card).
2. If your shares are held in the name of a brokerage firm, bank
nominee or other institution, only it can sign a GOLD proxy card with respect to
your shares and only after receiving your specific instructions. Vote your
shares today by following the instructions on the enclosed GOLD proxy card as
soon as possible.
3. After signing and returning the enclosed GOLD proxy card, the
Committee urges you NOT to return any White proxy card to the Company, even as a
protest, because only your latest dated proxy card will be counted.
4. If you have previously signed and returned a White proxy card to
The Children's Place, you have every right to change your vote. Only your latest
dated proxy card will count. You may revoke any proxy card already sent to The
Children's Place by signing, dating and returning the enclosed GOLD proxy card
in the postage-paid envelope provided. Proxies may also be revoked at any time
prior to exercise by: (i) attending the 2009 Annual Meeting and voting in person
(although attendance at the 2009 Annual Meeting will not in and of itself
constitute revocation of a proxy), (ii) voting your GOLD proxy card by telephone
or via the Internet (instructions are on your GOLD proxy card) or (iii)
delivering a written notice of revocation. The written notice of revocation may
be delivered either to The Committee of Concerned Shareholders of The Children's
Place c/o Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York,
New York 10022, or to the Corporate Secretary of the Company at 915 Secaucus
Road, Secaucus, New Jersey 07094, or any other address provided by the Company.
If you have any questions concerning this proxy statement, would
like to request additional copies of this proxy statement or need help voting
your shares, please contact the Committee's proxy solicitor:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders Call Toll-Free: (888) 750-5834
Banks and Brokers Call Collect: (212) 750-5833
PLEASE VOTE TODAY!
SEE REVERSE SIDE
FOR THREE EASY WAYS TO VOTE.
TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE AND SIGN, DATE AND
RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED
GOLD PROXY
PRELIMINARY COPY DATED JUNE 12, 2009 - SUBJECT TO COMPLETION
PROXY SOLICITED BY THE COMMITTEE OF CONCERNED SHAREHOLDERS
OF THE CHILDREN'S PLACE
2009 Annual Meeting of Shareholders of
The Children's Place Retail Stores, Inc.
July 31, 2009
The undersigned hereby appoints each of Ezra Dabah ("Mr. Dabah") and Renee Dabah
("Mrs. Dabah") (acting alone or together), with full power of substitution, as
proxies for the undersigned and authorizes either of them to represent and vote,
as designated, all of the shares of common stock of The Children's Place Retail
Stores, Inc. (the "Company" or "The Children's Place") that the undersigned
would be entitled to vote if personally present at the 2009 annual meeting of
shareholders of The Children's Place, including any adjournments, postponements,
reschedulings or continuations of such meeting or any meeting held in lieu
thereof (the "2009 Annual Meeting") with discretionary authority as to any and
all other matters that may properly come before the meeting.
IF YOU VALIDLY EXECUTE AND RETURN THIS PROXY CARD WITHOUT INDICATING YOUR VOTE
ON ONE OR MORE OF THE FOLLOWING PROPOSALS, YOU WILL BE DEEMED TO HAVE VOTED FOR
SUCH PROPOSALS (EXCEPT YOU WILL NOT BE DEEMED TO VOTE FOR THE ELECTION OF ANY
CANDIDATE WHOSE NAME IS WRITTEN IN THE SPACE PROVIDED UNDER PROPOSAL 1). THIS
PROXY WILL REVOKE ANY PREVIOUSLY EXECUTED PROXY WITH RESPECT TO ALL PROPOSALS.
(Continued and to be signed on the reverse side)
YOUR VOTE IS IMPORTANT
Please take a moment now to vote your shares of The Children's Place Retail
Stores, Inc. common stock for the upcoming Annual Meeting of Shareholders.
PLEASE REVIEW THE PROXY STATEMENT
AND VOTE TODAY IN ONE OF THREE WAYS:
1. Vote by Telephone -- Please call toll-free in the U.S. or Canada at
1-866-594-5268, on a touch-tone telephone. If outside the U.S. or Canada,
call 1-215-521-4898. Please follow the simple instructions. You will be
required to provide the unique control number printed below.
OR
2. Vote by Internet -- Please access https://www.proxyvotenow.com/plce, and
follow the simple instructions. Please note you must type an "s" after
http. You will be required to provide the unique control number printed
below.
________________________________________________
You may vote by telephone or Internet 24 hours a day, 7 days a week.
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you had marked, signed and returned a proxy card.
OR
3. Vote by Mail -- If you do not wish to vote by telephone or over the
Internet, please sign, date and return the proxy card in the envelope
provided, or mail to: The Committee of Concerned Shareholders of The
Children's Place, c/o Innisfree M&A Incorporated, FDR Station, P.O. Box
5155, New York, NY 10150-5155.
TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE AND SIGN, DATE AND
----------------------------------------------------------------
RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED
--------------------------------------------
THE COMMITTEE STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH OF THE
NOMINEES LISTED IN PROPOSAL 1, MAKES NO RECOMMENDATION ON PROPOSAL 2 AND
STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSAL 3.
PROPOSAL 1 - To elect (01) Raphael Benaroya, (02) Jeremy J. Fingerman and (03)
Ross B. Glickman to the Board.
FOR ALL NOMINEES [ ] WITHHOLD FROM ALL NOMINEES [ ] FOR ALL EXCEPT [ ]
The Committee intends to use this proxy to vote FOR Messrs. Benaroya, Fingerman
and Glickman (and if any of these nominees is unable to stand for election, for
Emanuel R. Pearlman in place of such nominee).
NOTE: If you do not wish your shares to be voted "FOR" a particular nominee of
the Committee, mark the "FOR ALL EXCEPT" box and write the name(s) of the
nominee(s) you do not support on the line below.
________________________________________________
PROPOSAL 2 - To ratify The Children's Place Audit Committee's selection of BDO
Seidman LLP as the Company's independent auditors for fiscal 2009.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL 3 - To repeal any provision of the Bylaws of the Company as of the
effectiveness of this resolution adopted by the Board of the Company and not by
the shareholders of the Company that were not included in the Bylaws of the
Company, as amended through March 5, 2009 and as filed with the Securities and
Exchange Commission on March 6, 2009.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Dated
________________________________________
Signature(s)
________________________________________
Signature (if held jointly)
________________________________________
Title(s) or Authority (if any)
Please sign exactly as name appears hereon. If shares are registered in more
than one name, the signature of all such persons should be provided. A
corporation should sign in its full corporate name by an authorized officer,
stating his or her title. Trustees, guardians, executors and administrators
should sign in their official capacity, giving their full title as such. If a
partnership, please sign in the partnership name by an authorized person. The
proxy card votes all shares in all capacities.