Attached files
| file | filename |
|---|---|
| EX-10.4 - EXHIBIT 10.4 OCTOBER 30, 2009 - CHARMING SHOPPES INC | exhibit104oct302009.htm |
| EX-10.3 - EXHIBIT 10.3 OCTOBER 30, 2009 - CHARMING SHOPPES INC | exhibit103oct302009.htm |
| EX-10.2 - EXHIBIT 10.2 OCTOBER 30, 2009 - CHARMING SHOPPES INC | exhibit102oct302009.htm |
| EX-10.7 - EXHIBIT 10.7 OCTOBER 30, 2009 - CHARMING SHOPPES INC | exhibit107oct302009.htm |
| EX-99.1 - EXHIBIT 99.1 OCTOBER 30, 2009 - CHARMING SHOPPES INC | exhibit991oct302009.htm |
| EX-10.1 - EXHIBIT 10.1 OCTOBER 30, 2009 - CHARMING SHOPPES INC | exhibit101oct302009.htm |
| EX-10.6 - EXHIBIT 10.6 OCTOBER 30, 2009 - CHARMING SHOPPES INC | exhibit106oct302009.htm |
| EX-10.5 - EXHIBIT 10.5 OCTOBER 30, 2009 - CHARMING SHOPPES INC | exhibit105oct302009.htm |
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 30, 2009
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CHARMING SHOPPES, INC.
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(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
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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3750 STATE ROAD, BENSALEM,
PA
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19020
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (215)
245-9100
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NOT APPLICABLE
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(Former
name or former address, if changed since last
report.)
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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
1.01. Entry into a Material Definitive Agreement.
As noted
in Item 8.01 below, on October 30, 2009, the registrant completed the sale of
its credit card business. In connection with the closing of the
transaction, the following agreements were entered into or terminated, as
applicable.
On
October 30, 2009, Spirit of America National Bank (“SOANB”) and Charming Shoppes
Receivables Corp. (“CSRC”), each a subsidiary of Charming Shoppes, Inc. (“CSI”),
entered into the Fourth Amendment to the Purchase and Sale Agreement, dated as
of November 25, 1997 (as amended from time to time, the “Purchase Agreement”)
between SOANB and CSRC, primarily to assign SOANB’s rights and obligations as
seller and CSRC’s rights and obligations as purchaser under the Purchase
Agreement to World Financial Network National Bank (“WFNNB”) and WFN Credit
Company, LLC (“WFN SPV”), respectively, and to make conforming amendments with
respect to defined terms under the Purchase Agreement and the purchaser’s
ability to add and manage existing and new credit card accounts held in Charming
Shoppes Master Trust (“CSMT”).
On
October 30, 2009, Spirit of America, Inc. (“SOAI”), a subsidiary of CSI, and
CSRC entered into the Sixth Amendment to the Second Amended and Restated Pooling
and Servicing Agreement, dated as of November 25, 1997 (as amended from time to
time, the “PSA”) among SOAI, CSRC and U.S. Bank National Association, primarily
to assign SOAI’s rights and obligations as servicer and CSRC’s rights and
obligations as seller under the PSA to WFNNB and WFN SPV, respectively, and to
make conforming amendments with respect to defined terms under the
PSA.
On
October 30, 2009, pursuant to the Series 2004-VFC Payoff and Release Agreement,
among SOAI, CSRC, Sheffield Receivables Corporation (“SRC”), Barclays Bank PLC
(“Barclays”) and U.S. Bank National Association (the “Trustee”) (i) all of SRC’s
and Barclays’ interest under the Certificate Purchase Agreement, dated as of
January 21, 2004, among SOAI, CSRC, SRC and Barclays (the “Sheffield Certificate
Purchase Agreement”) was prepaid, (ii) the Sheffield Certificate Purchase
Agreement was terminated, (iii) the Series 2004-VFC Supplement to the PSA, dated
as of January 1, 2004, between SOAI and U.S. Bank National
Association (the “Trustee”) was terminated and (iv) the related fee letter was
terminated.
On
October 30, 2009, pursuant to the Series 1999-2 Payoff and Release Agreement
among SOAI, CSRC, Clipper Receivables, LLC (“CRL”), State Street Bank and Trust
Company (as successor to State Street Global Markets, LLC) (“State Street”) and
the Trustee (i) all of CRL’s and State Street’s interest under the Certificate
Purchase Agreement, dated as of May 28, 1999, among SOAI, CSRC, CRL and State
Street (the “Clipper Certificate Purchase Agreement”) was prepaid, (ii) the
Clipper Certificate Purchase Agreement was terminated, (iii) the Series 1999-2
Supplement to the PSA, dated as of May 28, 1999, between SOAI and the Trustee
was terminated and (iv) the related fee letter was terminated.
The
descriptions of the material terms of the foregoing amendments and payoff and
release agreements are qualified in their entirety by reference to the full text
of the Fourth Amendment to the Purchase and Sale Agreement, the Sixth Amendment
to the Second Amended and Restated Pooling and Servicing Agreement, the Series
2004-VFC Payoff and Release Agreement and the Series 1999-2 Payoff and Release
Agreement, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively,
and incorporated herein by reference. In addition, the Second
Amendment to Purchase and Sale Agreement, the Third Amendment to Purchase and
Sale Agreement and the Second Amendment to the Second Amended and Restated
Pooling and Servicing Agreement are filed as Exhibits 10.5, 10.6 and 10.7,
respectively, and incorporated herein by reference.
Item
1.02. Termination of a Material Definitive Agreement.
The
discussion in Item 1.01 above regarding the termination of the certificate
purchase agreements and related supplements is incorporated into this Item 1.02
by reference.
1
Item
8.01. Other Events.
On
October 30, 2009, CSI and certain of its direct or indirect subsidiaries
(collectively, “Charming”) completed the previously announced sale of Charming’s
credit card business, credit card operations, portfolio of credit card accounts
and securitization interests, as well as other assets related to its credit card
program, to Alliance Data Systems Corporation and certain of its
subsidiaries. The aggregate consideration paid to Charming in the
transaction was approximately $166 Million. The amount of the
aggregate purchase price remaining after payment of certain termination and exit
costs is expected to be approximately $136 Million.
On
November 2, 2009, CSI issued a press release announcing the closing of the sale
of Charming’s credit card business. A copy of the press release is
attached to this Form 8-K as Exhibit 99.1 and incorporated herein by
reference. For additional information about the sale of Charming’s
credit card business, please refer to the Current Report on Form 8-K of CSI
dated August 12, 2009 and filed with the Securities and Exchange Commission
(“SEC”) on August 14, 2009.
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 which 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 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.
Item
9.01. Financial Statements and Exhibits*.
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Exhibit No.
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Description
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Fourth
Amendment to the Purchase and Sale Agreement, dated October 30,
2009.
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Sixth
Amendment to Pooling and Servicing Agreement, dated October 30,
2009.
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Series
2004-VFC Payoff and Release Agreement, dated October 25,
2009.
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Series
1999-2 Payoff and Release Agreement, dated October 25,
2009.
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Second
Amendment to Purchase and Sale Agreement, dated November 9,
2000.
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Third
Amendment to Purchase and Sale Agreement, dated May 8,
2001.
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Second
Amendment to the Second Amended and Restated Pooling and Servicing
Agreement, dated May 8, 2001.
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Press
Release dated November 2, 2009.
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*
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All
schedules and exhibits to these Exhibits have been omitted in accordance
with 17 CFR Section 229.601(b)(2). The registrant agrees to
furnish supplementally a copy of all omitted schedules and exhibits to the
Securities and Exchange Commission upon its
request.
|
2
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: November
2, 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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3
EXHIBIT
INDEX*
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Exhibit No.
|
Description
|
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Fourth
Amendment to the Purchase and Sale Agreement, dated October 30,
2009.
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Sixth
Amendment to Pooling and Servicing Agreement, dated October 30,
2009.
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Series
2004-VFC Payoff and Release Agreement, dated October 25,
2009.
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Series
1999-2 Payoff and Release Agreement, dated October 25,
2009.
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Second
Amendment to Purchase and Sale Agreement, dated November 9,
2000.
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Third
Amendment to Purchase and Sale Agreement, dated May 8,
2001.
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Second
Amendment to the Second Amended and Restated Pooling and Servicing
Agreement, dated May 8, 2001.
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Press
Release dated November 2, 2009.
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*
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All
schedules and exhibits to these Exhibits have been omitted in accordance
with 17 CFR Section 229.601(b)(2). The registrant agrees to
furnish supplementally a copy of all omitted schedules and exhibits to the
Securities and Exchange Commission upon its request.
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4