The Committee of Concerned Shareholders of The Children's Place Mails Letter to Shareholders
The Committee of Concerned Shareholders of The Children's Place Mails Letter
to Shareholders
Urges Shareholders to Vote FOR the Committee's Nominees on the GOLD Proxy Card
Today
NEW YORK, July 13 /PRNewswire/ -- The Committee of Concerned Shareholders of
The Children's Place (the "Committee"), which collectively owns approximately
22% of the outstanding shares of The Children's Place Retail Stores, Inc.
(Nasdaq: PLCE) ("The Children's Place" or the "Company"), today announced that
it is mailing a letter to the Company's shareholders in connection with its
nomination of three independent, highly-qualified and proven individuals for
election to the Board of Directors at the Company's 2009 Annual Meeting of
Shareholders, scheduled for July 31, 2009. Shareholders of record as of June
30, 2009 are entitled to vote at the meeting.
The Committee also issued the following statement in response to the Company's
latest misleading press release issued earlier today as part of its desperate
attempt to distract shareholders from focusing on the resumes of the Company's
three director nominees:
Rather than deal directly with the core issue that shareholders should be
focused on at the upcoming election of directors -- notably that the
Committee's three independent director nominees are far more qualified and
experienced than the Company's three nominees -- The Children's Place has
continued its campaign of misinformation. The Company's latest salvo leaves
us no choice but to set the record straight, yet again:
-- There is no issue regarding Board control. In light of the
Company's baseless claims, let us once and for all extinguish the
argument that control is being sought. The Committee's three
nominees are independent for all purposes and if they are elected to
the
Board, Stanley Silverstein will immediately resign from the Board,
removing the Company's made up argument with respect to control.
-- The Company cherry picked dates to present inflated stock price
performance. If shareholders want to appropriately judge the
Company's performance under the current Interim leadership team,
they should compare stock prices from relevant dates - not dates
cherry
picked by the Company. On September 26, 2007, the day Charles Crovitz
was appointed Interim CEO of The Children's Place, the stock price
closed at $25.80 per share. On July 10, 2009, the last trading day
prior to the Company's latest letter, the stock price closed at
$25.72 per share - a decrease of $0.08 per share. Obviously, Mr.
Crovitz has not overseen a 42% stock price increase as the Company
would
like you to believe.
-- Ezra Dabah has no prior social, business or professional relationship
with any of the Committee's three independent director nominees.
The Company has gone to great lengths to suggest otherwise. The
Company
dug up a 2002 photo from the 54th Anniversary Dinner of the Boys Town
Jerusalem, a prominent philanthropic organization that helps
underprivileged youth, at which Mr. Dabah and Raphael Benaroya were
coincidentally each honored as an outstanding philanthropist and
community leader. One photo does not make a relationship. In fact,
Mr.
Dabah and Mr. Benaroya were separately approached by the Boys Town
Jerusalem to be honored at the event. For the Company, and anyone
else,
to imply that two individuals have a prior relationship because they
were photographed together as honorees at a philanthropic event is
outrageous. Mr. Dabah and the Committee's three nominees,
including Raphael Benaroya, have no prior social, business or
professional relationship.
-- Mr. Glickman is not conflicted and the Company knows it. Urban Retail
Properties, LLC, a real estate company led by Mr. Glickman, one of the
Company's nominees, does not receive any payments from The
Children's Place. Rather, Urban Retail acts as agent for three of
the Company's landlords and collects rent and occupancy fees on
behalf of those landlords. Urban Retail also has an insignificant
investment in one of these three landlords. Urban Retail's
indirect interest in the rent paid by the Company for this property
represents less than $10,000 annually. The Company well knows that it
does not pay $1 million a year to Urban Retail and that Mr. Glickman
is
independent and not conflicted.
The Company needs to stop its mud-slinging campaign and start talking about
the real issues that shareholders must consider at the upcoming election of
directors.
The Committee today sent the following letter to all shareholders:
July 13, 2009
Dear Fellow Shareholder,
At The Children's Place's July 31, 2009 Annual Meeting, you can elect three
independent, highly qualified individuals -- Raphael Benaroya, Jeremy
Fingerman and Ross Glickman -- who are dedicated to enhancing the value of
your investment. Vote TODAY to replace the Company's three incumbent nominees
who we believe are far less qualified. Simply vote by telephone, by Internet,
or by signing, dating and returning the enclosed GOLD proxy card.
Understandably, the Company has spent little, if any, time discussing its
three nominees. Let us tell you about them:
-- Sally Frame Kasaks, Interim Chairman of the Board, was recently
replaced
as Chairman and CEO of Pacific Sunwear following a contentious proxy
fight and after overseeing a disastrous stock price decline of almost
84%.(1)
-- Norman Matthews, a recent Board appointee at the age of 76, served on
the boards of Levitz, Lechters and Loehmann's, each of which went
bankrupt. In addition, during his tenure as Chairman of Galyan's
Trading Company, he oversaw an 18% decline in the company's stock
price.(1)
-- Malcolm Elvey has had no retail experience since a stint at Metro Cash
and Carry more than 30 years ago.
(1) We note that stock prices can be affected by a variety of factors
THE INCUMBENT SLATE OF DIRECTORS AND
INTERIM LEADERSHIP CONTINUE TO MISLEAD YOU
The Company has embarked on a campaign of misinformation, blatant omissions
and unfounded personal attacks on Ezra Dabah in order to obscure the reality
of the Company's recent poor performance and to avoid a discussion about the
quality of the Committee's nominees versus their own.
-- The Company has repeatedly misled you about its performance and is
taking unjust credit for the Company's 2008 results.
Vertically-integrated, specialty retailers, including The
Children's Place, design and merchandise their product selection a
year in advance of being presented in stores. Consequently, the
Company's successful sales and profitability in 2008 were
overwhelmingly dependent on merchandising, planning, purchasing, and
marketing decisions made in 2007 -- all prior to when Mr. Crovitz was
appointed Interim CEO.
Since November 2008, the first month under which current management had "sole
influence" on the merchandising and planning decisions, the Company has
reported only one month of comparable store sales growth. Comparable sales
declined 9% in May 2009 and 12% in June 2009, which is 11% and 10% lower than
median comparable store sales for other value retailers, respectively, and the
Company's two weakest monthly results during the past three years. In
addition, May and June 2009 comparable store sales missed consensus estimates
by 9.5% and 3%, respectively.
While the Company claims that its shares appreciated 39% for fiscal 2008-2009
year-to-date (through June 19, 2009), it is important to note that the stock
price is virtually unchanged since Mr. Crovitz was appointed Interim CEO in
September 2007.
In the fourth quarter of 2008, the Company changed its method of reporting
comparable store sales to an alternate method that is highly uncommon among
specialty retailers. Using the previously employed and commonly-accepted
methodology, the Company's fourth quarter 2008 results were actually 6% worse
than what the Company announced.
-- The Company's Board has obscured the facts regarding its Interim
Chairman and Interim CEO. One day before Interim Chairman Sally Kasaks
was replaced as Chairman and CEO of Pacific Sunwear, The Children's
Place mailed proxy materials related to the upcoming Annual Meeting,
highlighting her qualifications and the Board's support for her
re-election. We find it hard to believe that Ms. Kasaks and the
incumbent Board did not know of her imminent termination from Pacific
Sunwear. In fact, even after the Pacific Sunwear announcement, the
Company mailed additional proxy materials that failed to reflect that
she had been replaced.
The Board's Compensation Committee, which is chaired by Ms. Kasaks, set and
approved Interim CEO Mr. Crovitz's generous compensation package, even though
the Board has been unsuccessfully trying to replace him for the past 22
months. In 2008, Mr. Crovitz received nearly $4 million (including over
$500,000 in perquisites comprised of tax gross-up payments and two weekly
round trip airline tickets to his residence in Martha's Vineyard, among other
things) -- almost quadruple the median of other Interim CEOs in the retail
industry. On top of this, on February 5, 2009, Mr. Crovitz was granted an
additional award of restricted stock valued at close to $1 million.
-- The Company is misleading shareholders regarding the Committee and its
intentions. Ezra Dabah is not attempting to gain control of the
Company. Mr. Dabah is not a candidate in this election and will not
return as CEO or Chairman. He was elected by shareholders at last
year's Annual Meeting following a unanimous nomination by the
Board. The Committee's nominees are independent and, if elected,
will act in the best interests of all shareholders. Mr. Dabah does
not
have any prior social, business or professional relationship with any
of
the Committee's nominees.
Finally, in light of the Company's baseless claims, let us once and for all
extinguish the argument that control is being sought. If the Committee's
three independent nominees are elected to the Board, Stanley Silverstein will
immediately resign from the Board, removing any question regarding control of
your Company's Board.
ELECT NEW AND INDEPENDENT DIRECTORS WHO WILL
LOOK AFTER YOUR BEST INTERESTS
VOTE THE GOLD PROXY CARD TODAY
To ensure that there are new independent voices in your Company's boardroom
that are dedicated to enhancing the value of your investment, we urge you to
vote your shares TODAY on the GOLD proxy by phone or Internet by following the
instructions on your GOLD proxy card--or by signing, dating and returning it
in the envelope provided.
Innisfree M&A Incorporated is assisting the Committee with its efforts to
solicit your vote. If you have any questions about voting your shares, please
call Innisfree toll-free at (888) 750-5834.
Thank you for your support.
Sincerely yours,
/s/ Ezra Dabah
Ezra Dabah, on behalf of
THE COMMITTEE OF CONCERNED SHAREHOLDERS OF THE CHILDREN'S PLACE
The Committee urges shareholders to vote FOR its three director nominees on
the GOLD proxy card today - by telephone, Internet or by signing, dating and
returning the GOLD proxy card. Innisfree M&A Inc. is acting as proxy solicitor
for the Committee and can be reached toll-free at (888) 750-5834.
Moelis & Company is serving as financial advisor and Cadwalader, Wickersham &
Taft LLP is serving as legal counsel for the Committee.
Your Vote Is Important, No Matter How Many Or How Few Shares You Own.
If you have questions about how to vote your shares, or need additional
assistance, please contact the firm assisting us in the solicitation of
proxies:
INNISFREE M&A INCORPORATED
Shareholders Call Toll-Free: (888) 750-5834
Banks and Brokers May Call Collect: (212) 750-5833
IMPORTANT
We urge you NOT to sign any White proxy card sent to you by The
Children's Place. If you have already done so, you have every right to
change your vote by using the enclosed GOLD proxy card to vote TODAY--by
telephone, by Internet, or by signing, dating and returning the GOLD
proxy card in the postage-paid envelope provided.
Important Information
In connection with The Children's Place's 2009 Annual Meeting of Shareholders,
the Committee filed a definitive proxy statement on Schedule 14A with the SEC
on June 17, 2009 containing information about the solicitation of proxies for
use at The Children's Place's 2009 Annual Meeting of Shareholders. The
definitive proxy statement and the GOLD proxy card were first disseminated to
shareholders of The Children's Place on or about June 17, 2009. SHAREHOLDERS
OF THE CHILDREN'S PLACE ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY
STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. The Committee may file
other additional proxy solicitation material in connection therewith from time
to time. The definitive proxy statement and other documents relating to the
solicitation of proxies by the Committee will be available at no charge on the
SEC's website at http://www.sec.gov. In addition, the Committee will provide
copies of the definitive proxy statement and other relevant documents without
charge upon request. Request for copies should be directed to our proxy
solicitor, Innisfree M&A Incorporated, at 1-888-750-5834.
Ezra Dabah, Renee Dabah, Stanley Silverstein, Raine Silverstein, Barbara
Dabah, Gila Goodman, Raphael Benaroya, Jeremy Fingerman, Ross Glickman and
Emanuel Pearlman may be deemed to be participants in the solicitation of
proxies with respect to the Committee's nominees. Information about each of
the participants is available in the definitive proxy statement filed by the
Committee with the SEC on June 17, 2009 in connection with the solicitation of
proxies for the 2009 annual meeting of The Children's Place shareholders.
Information about the participants' direct or indirect interests in the
matters to be considered at the 2009 annual meeting of Shareholders of The
Children's Place, including by security ownership or otherwise, is also
contained in the definitive proxy statement.
Contacts:
Matthew Sherman / Jamie Moser
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
SOURCE The Committee of Concerned Shareholders of The Children's Place
Matthew Sherman, Jamie Moser, both of Joele Frank, Wilkinson Brimmer Katcher,
+1-212-355-4449
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