UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM
8-K
______________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 15,
2009
______________
Charming
Shoppes, Inc.
(Exact
name of registrant as specified in its charter)
______________
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Pennsylvania
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000-07258
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23-1721355
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3750
State Road, Bensalem, PA 19020
(Address
of principal executive offices) (Zip Code)
(215)
245-9100
Registrant’s
telephone number, including area code
Not
applicable
(Former
name or former address, if changed since last report.)
______________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other Events.
As
previously reported by Charming Shoppes, Inc. (“CSI”) on form 8-K, CSI and
certain of its direct or indirect subsidiaries (collectively, “Charming”)
entered into a series of transactions (the “Transactions”) with Alliance Data
Systems Corporation (“ADS”) and certain of its subsidiaries on August 12, 2009
related to the credit card business and credit card operations of
Charming. The CSI subsidiaries involved in these transactions include
Spirit of America National Bank (“SOANB”), Charming Shoppes Receivables Corp.
(“CSRC”), Spirit of America Inc. (“SOAI”), Lane Bryant, Inc., Fashion Bug Retail
Companies, Inc., Catherines Stores Corporation, Petite Sophisticate, Inc.,
Outlet Division Management Co., Inc., and Sierra Nevada Factoring,
Inc. The ADS subsidiaries involved in these transactions include
World Financial Network National Bank (“WFNNB”) and ADS Alliance Data Systems,
Inc. (“ADSI”). The Transactions were approved by CSI, ADS, and their
respective affiliates and are expected to close before the end of 2009, subject
to required regulatory review and customary closing conditions.
One of
the conditions to the closing on the Transactions is the approval of the Office
of the Comptroller of the Currency (“OCC”) to the disposition of substantially
all of the assets of SOANB. On October 15, 2009 the OCC conditionally
approved (i) the disposition of substantially all of the assets of SOANB and
(ii) the merger of SOANB into its direct parent company, Fashion Services Corp.,
thereby terminating SOANB’s bank charter. The OCC approval is
conditional on the merger described in clause (ii) of the preceding sentence
occurring within seven days after the disposition described in clause (i) of the
preceding sentence.
The
closing of the Transactions remains subject to other conditions precedent,
including conditions relating to the transfer of rights and obligations of CSI
subsidiaries to ADS subsidiaries and receipt of certain third-party
consents.
Forward-looking
Information
This Form
8-K contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 with respect to the benefits that are
expected to be realized as a result of the transaction. CSI intends
forward looking terminology such as “believes,” “expects,” “may,” “will,”
“should,” “could,” “anticipates,” “plans,” or similar expressions to identify
forward-looking statements. Such statements are subject to certain
risks and uncertainties that could cause CSI’s actual results to differ
materially from those anticipated by the forward-looking
statements. These risks and uncertainties include, but are not
limited to, those described in CSI’s Annual Report on Form 10-K as filed with
the Securities and Exchange Commission (the “SEC”) on April 1, 2009, in CSI's
Quarterly Reports on Form 10-Q as filed with the SEC, and other factors as may
periodically be described in other CSI filings with the SEC, which can be
accessed via IDEA at www.sec.gov.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CHARMING
SHOPPES, INC.
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(Registrant)
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Date: October
20, 2009
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/S/
ERIC M. SPECTER
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Eric
M. Specter
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Executive
Vice President
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Chief
Financial Officer
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