UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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)
October 7, 2009
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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 |_|.
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 574,818
SHARES -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 955,073
REPORTING -------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
574,818
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10 SHARED DISPOSITIVE POWER
955,073
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,529,891
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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)
5.6%
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14 TYPE OF REPORTING PERSON
IN
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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
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,529,891
REPORTING -------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
1,529,891
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,529,891
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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)
5.6%
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14 TYPE OF REPORTING PERSON
IN
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This Amendment No. 11 amends and supplements the statement on Schedule 13D
(the "Schedule 13D") originally filed with the Securities and Exchange
Commission on October 15, 2007, as amended by Amendment No. 1 filed on February
7, 2008, Amendment No. 2 filed on February 21, 2008, Amendment No. 3 filed on
May 15, 2008, Amendment No. 4 filed on April 24, 2009, Amendment No. 5 filed on
May 6, 2009, Amendment No. 6 filed on May 15, 2009, Amendment No. 7 filed on
June 5, 2009, Amendment No. 8 filed on July 30, 2009, Amendment No. 9 filed on
August 5, 2009 and Amendment No. 10 filed on September 25, 2009 by Ezra Dabah
and Renee Dabah (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.
The Reporting Persons have entered into a Fourth Amended and Restated
Joint Filing Agreement, dated as of July 29, 2009, a copy of which is filed as
Exhibit L to Amendment No. 8 to the Schedule 13D filed on July 30, 2009, and
which is incorporated herein by reference. Neither the fact of this filing nor
anything contained herein shall be deemed an admission by the Reporting Persons
that they constitute a "group" as such term is used in Section 13(d)(1)(k) of
the rules and regulations under the Securities Exchange Act of 1934, as amended.
Items 4 and 5 are hereby amended and supplemented as follows:
Item 4. Purpose of Transaction.
As previously reported, on July 29, 2009, the Reporting Persons and
certain affiliated trusts entered into a securities purchase agreement with the
Company (the "Securities Purchase Agreement") pursuant to which the parties
agreed that, among other things, the Reporting Persons would sell 2,451,315
shares of Common Stock held by the Reporting Persons and certain affiliated
trusts to the Company at a price of $28.88 per share (the "Sale") and would have
the option to have 2,452,258 shares of Common Stock held by the Reporting
Persons and certain affiliated trusts registered by the Company pursuant to the
Securities Act of 1933 for sale pursuant to an underwritten public offering (the
"Offering"). The foregoing description of the Securities Purchase Agreement is
qualified in its entirety by the full text of the Securities Purchase Agreement,
a copy of which is filed as Exhibit M to Amendment No. 8 to the Schedule 13D
filed on July 30, 2009 and is incorporated herein.
As previously reported, the Sale was completed on August 3, 2009.
On October 9, 2009, the Reporting Persons delivered a notice to the
Company stating that the Reporting Persons have elected not to sell any shares
of Common Stock in the Offering.
The Reporting Persons are reviewing all of their alternatives with respect
to their investment in the Company. The Reporting Persons anticipate selling
from time to time some or all of their stock in the Company on the open market,
in private transactions or otherwise. The Reporting Persons may also transfer
shares to or from a Reporting Person to another Reporting Person. 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 and
subject to the terms of the Securities Purchase Agreement, take such actions
with respect to their investment in the Company as they deem appropriate.
Subject to the terms of the Securities Purchase Agreement, 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 market conditions, subsequent developments
affecting the Company and the general business and future prospects of the
Company.
Item 5. Interest in Securities of the Issuer.
(a) - (b)
Based upon the Company's Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on September 3, 2009, there were 27,355,204
shares of Common Stock outstanding as of August 31, 2009. Ezra Dabah is the
beneficial owner of 1,529,891 shares of Common Stock of the Company,
representing 5.6% of the total number of shares outstanding as of August 31,
2009. Mr. Dabah (i) has the sole power to vote or to direct the vote and to
dispose or direct the disposition of 574,818 of such shares (which includes
87,000 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 579,073 of such shares held by Mr. Dabah and others,
as custodians or trustees for Mr. Dabah's children and certain other family
members and (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.
Renee Dabah, wife of Ezra Dabah, is the beneficial owner of 1,529,891
shares of Common Stock of the Company, representing 5.6% of the total number of
shares outstanding as of August 31, 2009. Mrs. Dabah (i) does not have sole
power to vote or to direct the vote or to dispose or direct the disposition of
any of such shares, (ii) has shared power to vote or to direct the vote and to
dispose or direct the disposition of 579,073 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 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 574,818 of such shares (which includes 87,000 shares
that are issuable to Mrs. Dabah's husband upon the exercise of vested stock
options) owned by Mrs. Dabah's husband.
(c) On September 29, 2009, Mrs. Dabah and a co-trustee, acting as trustees on
behalf of certain trusts established for the benefit of Mr. and Mrs. Dabah's
children and certain other family members, sold 89,121 shares of Common Stock on
the open market at an average price of $30.00. On October 6, 2009, Mrs. Dabah
and a co-trustee, acting as trustees on behalf of certain trusts established for
the benefit of Mr. and Mrs. Dabah's children and certain other family members,
sold 124,647 shares of Common Stock on the open market at an average price of
$31.35. On October 7, 2009, Mrs. Dabah and a co-trustee, acting as trustees on
behalf of certain trusts established for the benefit of Mr. and Mrs. Dabah's
children and certain other family members, sold 110,000 shares of Common Stock
on the open market at an average price of $31.70. On October 7, 2009, Ezra Dabah
sold 5,000 shares of Common Stock on the open market at a price of $31.80. On
October 8, 2009, Mrs. Dabah and a co-trustee, acting as trustees on behalf of
certain trusts established for the benefit of Mr. and Mrs. Dabah's children and
certain other family members, sold 200,000 shares of Common Stock on the open
market at an average price of $32.35.
(d) N/A.
(e) N/A.
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/ Ezra Dabah
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Name: Ezra Dabah
RENEE DABAH
By: /s/ Renee Dabah
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Name: Renee Dabah
Dated: October 9, 2009