UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
The Children's Place Retail Stores, Inc.
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(Name of Issuer)
Common Stock, $0.10 par value
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(Title of Class of Securities)
168905107
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(CUSIP Number)
Dennis J. Block, Esq.
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
(212) 504-5555
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 6, 2008
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box |X|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The Information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP NO.: 168905107
1 NAMES OF REPORTING PERSONS
Ezra Dabah
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 1,556,250
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 3,449,060
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
1,556,250
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10 SHARED DISPOSITIVE POWER
3,449,060
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,005,310(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%(1)
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14 TYPE OF REPORTING PERSON
IN
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(1) Does not include 2,125,630 shares of Common Stock beneficially owned by
certain relatives of Mr. Dabah, including (i) 537,300 shares held by Mr. Dabah's
father-in law and mother-in-law, Stanley Silverstein and Raine Silverstein, and
certain of their children and grandchildren, (ii) 620,000 shares of Common Stock
held by Barbara Dabah, wife of Mr. Dabah's brother, Haim Dabah, both directly
and for the benefit of their children, (iii) 968,330 shares of Common Stock held
by Gila Dweck, Mr. Dabah's sister, held both directly and in trust or (iv)
152,000 shares held in subtrust for the benefit of Mr. Dabah's and Mrs. Dabah's
children, as previously reported on Schedule 13D filed October 15, 2007. Other
members of Mr. Dabah's family may own additional shares. There is no agreement
or understanding with these parties with respect to the voting or disposition of
any shares. The Reporting Persons disclaim beneficial ownership of any such
shares.
CUSIP NO.: 168905107
1 NAMES OF REPORTING PERSONS
Renee Dabah
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 104,100
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,901,210
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
104,100
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10 SHARED DISPOSITIVE POWER
4,901,210
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,005,310(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%(1)
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14 TYPE OF REPORTING PERSON
IN
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This Amendment No. 1 amends and supplements the statement on Schedule 13D
(the "Schedule 13D") originally filed with the Securities and Exchange
Commission on October 15, 2007 by Ezra Dabah and Renee Dabah (together, the
"Reporting Persons") with respect to the shares of Common Stock, $0.10 par value
per share (the "Common Stock"), of The Children's Place Retail Stores, Inc., a
Delaware corporation (the "Company"). Unless otherwise indicated, each
capitalized term used but not defined herein shall have the meaning assigned to
such term in the Schedule 13D. From and after the date hereof, all references in
the Schedule 13D to the Schedule 13D or terms of similar import shall be deemed
to refer to the Schedule 13D as amended and supplemented hereby.
Items 4, 5 and 7 are hereby amended and supplemented as follows:
Item 4. Purpose of Transaction.
On February 6, 2008, Ezra Dabah submitted a letter to the Board of
Directors of the Company (the "Board"). In the letter, Mr. Dabah requested that
the Board authorize, pursuant to Section 203 of the Delaware General Corporation
Law, Mr. Dabah, or any entity controlled by Mr. Dabah, to enter into one or more
agreements with Golden Gate Private Equity, Inc. ("Golden Gate") for the purpose
of making a proposal to the Board to acquire the Company's outstanding stock. A
copy of the letter is filed as an exhibit to this Schedule 13D filing and is
incorporated herein by reference. The foregoing and subsequent references to,
and descriptions of, the letter, are qualified in their entirety by reference to
such letter.
To date, Mr. Dabah has not entered into any agreement, arrangement or
understanding with Golden Gate, or any other person, for the purpose of making a
proposal to acquire the Company's stock. In addition, while no agreement
concerning a potential acquisition of the Company currently exists between Mr.
Dabah and his family members or among Mr. Dabah's family members, Mr. Dabah may
offer his family members the opportunity to participate in a future acquisition
of the Company should such an opportunity arise.
The Reporting Persons also intend to contact and discuss with other
shareholders of the Company their respective views regarding their investment in
the Company, the Company's prospects and possible strategies to maximize
shareholder value. Such strategies could include, among other possibilities, a
proxy solicitation to seek shareholder approval of proposals the Reporting
Persons may make and/or elect directors to the Company's board of directors.
Although the Reporting Persons are actively exploring their options with respect
to the Company, there can be no assurance that the Reporting Persons will seek
to implement any one or more of the foregoing. The Reporting Persons intend to
review their investment in the Company on a continuing basis. Depending on
various factors including, without limitation, the Company's financial position,
results and strategic direction, price levels of the common stock, conditions in
the securities and credit markets and general economic and industry conditions,
the Reporting Persons may, in addition to the foregoing, take such actions with
respect to their investment in the Company as they deem appropriate, including,
but not limited to, (i) the purchase of additional Common Stock in the open
market, in privately negotiated transactions or otherwise, and (ii) the sale of
all or a portion of the Common Stock now owned or hereafter acquired by the
Reporting Persons, in the open market, in privately negotiated transactions or
otherwise. The Reporting Persons may also transfer shares to or from a Reporting
Person to another Reporting Person.
The Reporting Persons reserve the right to change their plans or
intentions and to take any and all actions that they may deem appropriate to
maximize the value of their investment in the Company in light of their general
investment policies, market conditions, subsequent developments affecting the
Company and the general business and future prospects of the Company.
Except as set forth above, the Reporting Persons do not have any current
intention, plan or proposal with respect to the matters referred to in
paragraphs (a) - (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon the Company's Form 10-Q, filed with the Securities and Exchange
Commission on December 13, 2007, there were 29,083,916 shares of Common Stock
outstanding as of December 1, 2007. Ezra Dabah is the beneficial owner of
5,005,310 shares of Common Stock of the Company, representing 17.2% of the total
number of shares outstanding as of December 1, 2007.(1) Mr. Dabah (i) has the
sole power to vote or to direct the vote and to dispose or direct the
disposition of 1,556,250 of such shares (which includes 185,000 shares that are
issuable upon the exercise of outstanding vested options), (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
445,600 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. Mr. Dabah may also be deemed the beneficial
owner of 20,000 shares of Common Stock held by The Dabah Children Charitable
Foundation, Inc.
Renee Dabah, wife of Ezra Dabah, is the beneficial owner of 5,005,310
shares of Common Stock of the Company, representing 17.2% of the total number of
shares outstanding as of December 1, 2007.(1) 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 shared power to vote or to direct the
vote and to dispose or direct the disposition of 445,600 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 1,556,250 of such shares (which includes 185,000
shares that are issuable to Mrs. Dabah's husband upon the exercise of vested
stock options) owned by Mrs. Dabah's husband. Mrs. Dabah may also be deemed the
beneficial owner of 20,000 shares of Common Stock held by The Dabah Children
Charitable Foundation, Inc.
(c) On December 21, 2007, the Renee and Ezra Dabah Charitable Foundation,
Inc. sold 22,000 shares on the open market at a price of $27.16 per share. The
proceeds of such sale will be used for charitable purposes.
Item 7. Material to be Filed as Exhibits.
Exhibit B Letter of Ezra Dabah to The Children's Place Retail Stores, Inc.,
dated February 6, 2008
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
EZRA DABAH
By: /s/ Ezrah Dabah
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Name: Ezra Dabah
RENEE DABAH
By: /s/ Renee Dabah
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Name: Renee Dabah
Dated: February 6, 2008
[Signature Page to Schedule 13D - The Children's Place Retail Stores, Inc.]
EXHIBIT B
February 6, 2008
Ms. Sally Frame Kasaks
Acting Chairman of the Board
The Children's Place Retail Stores, Inc.
915 Secaucus Road
Secaucus, New Jersey 07094
Dear Ms. Kasaks:
As you know, I am the largest stockholder of The Children's Place Retail Stores,
Inc. (the "Company"), owning approximately 17% of the Company's outstanding
shares. I am also a director and the Company's former Chairman and Chief
Executive Officer. I have previously advised the Board, and disclosed publicly
in my Schedule 13D filing, that I have been considering the possibility of
making an offer to acquire the Company. In that regard, I have contacted and
discussed with potential private equity sponsors their interest in financing and
participating in an acquisition transaction.
Golden Gate Capital ("Golden Gate"), in particular, has expressed interest in
participating in a transaction. I am confident that I will be able to make a
formal proposal to the Board to acquire the Company's outstanding common stock
for a purchase price of $24.00 per share in cash, subject to the conditions and
receipt of the waiver described below. An offer at this price would represent a
premium of 35% over today's closing price of $17.78 and 35% over the 30-day
average closing price (as of today's close) of $17.84 for the Company's stock.
My proposal would be subject to the negotiation and execution of a definitive
merger agreement customary for transactions of this type, as well as to the
completion to their satisfaction of the private equity sponsor's due diligence
review of the Company.
However, I have been advised that Section 203 of the Delaware General
Corporation Law, which, subject to certain exceptions, prohibits business
combinations for three years between the Company and a 15% or greater
stockholder, could be interpreted to restrict my ability to reach an agreement
with Golden Gate in order to submit a formal acquisition proposal to the Board.
While a transaction between me and the Company would not be restricted by
Section 203, an agreement between me and a financial sponsor regarding the
making of an acquisition proposal, absent Board approval, could trigger the
Section 203 prohibition on business combinations with a 15% or greater
stockholder.
To date, I have not entered into any agreement, arrangement or understanding
with Golden Gate, or any other person, for the purpose of making a proposal to
acquire the Company's stock, nor have I provided Golden Gate, or any other
person, non-public information regarding the
Company. Nevertheless, I am confident that I will be able to make the formal
proposal described above if the Board formally approves and authorizes me, or
any entity controlled by me, to enter into one or more agreements with Golden
Gate for the purpose of making a formal proposal to the Board to acquire the
Company. Please consider this letter as my formal request for the Board to issue
that approval.
I firmly believe it is in the best interests of all of our stockholders for the
Board to grant its approval under Section 203. In doing so, the Board will
facilitate the submission for the Board's consideration a bona fide, all cash
proposal to acquire the Company. The Board should also recognize that there
would be no downside risk to the Company or its stockholders from granting
approval under Section 203 in this context because any business combination
transaction will ultimately require the approval of the Board. I urge the Board
to recognize the substantial value of the transaction I intend to propose,
including the 35% premium over the 30-day average closing price (as of today's
close) it would deliver to the Company's stockholders.
I would be happy to meet with the Board at its convenience to discuss any
questions or concerns the Board may have with the request set forth in this
letter.
I look forward to your response.
Very truly yours,
/s/ Ezra Dabah
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Ezra Dabah
cc: Members of the Board of Directors