<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
</TABLE>
<TABLE>
<S> <C>
THE CHILDREN'S PLACE RETAIL STORES, INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee previously paid with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------
</TABLE>
<PAGE>
[LOGO]
THE CHILDREN'S PLACE RETAIL STORES, INC.
915 SECAUCUS ROAD
SECAUCUS, NEW JERSEY 07094
June 7, 2000
Dear Stockholder:
On behalf of the Board of Directors of The Children's Place Retail
Stores, Inc., it is my pleasure to invite you to attend the Company's 2000
Annual Meeting of Stockholders. We are pleased to announce that this year's
meeting will be held at the Company's headquarters located at 915 Secaucus Road,
Secaucus, New Jersey 07094 on July 11, 2000, at ten o'clock in the morning,
local time.
The business to be transacted at the meeting is set forth in the Notice of
Meeting and is more fully described in the accompanying proxy statement.
It is important that your shares be represented at the meeting, regardless of
how many you hold. Whether or not you can be present in person, please fill in,
sign, date and return your proxy in the enclosed postage paid envelope as soon
as possible. If you do attend the meeting and wish to vote in person, your proxy
may be revoked at your request.
We appreciate your support and look forward to seeing you at the meeting.
Sincerely yours,
/s/ Ezra Dabah
Ezra Dabah
Chairman of the Board and
Chief Executive Officer
<PAGE>
[LOGO]
THE CHILDREN'S PLACE RETAIL STORES, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 11, 2000
------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The Children's
Place Retail Stores, Inc. (the "Company") will be held at 915 Secaucus Road,
Secaucus, New Jersey 07094 on July 11, 2000 at 10:00 a.m. for the following
purposes:
1. To elect one Class III Director to serve for a three year term and until
such director's successor is duly elected and qualified;
2. To ratify the selection of Arthur Andersen LLP as independent public
accountants of the Company for the fiscal year ending February 3, 2001;
and
3. To transact such other business as may properly come before the meeting,
or any adjournment thereof.
Stockholders of record at the close of business on June 5, 2000 shall be
entitled to notice of, and to vote at, the meeting.
By order of the Board of Directors,
[LOGO]
Steven Balasiano
Secretary
Dated: Secaucus, New Jersey
June 7, 2000
IMPORTANT: PLEASE FILL IN, SIGN, DATE AND MAIL PROMPTLY THE ENCLOSED PROXY CARD
IN THE POSTAGE-PAID ENVELOPE PROVIDED TO ASSURE THAT YOUR SHARES ARE REPRESENTED
AT THE MEETING.
<PAGE>
THE CHILDREN'S PLACE RETAIL STORES, INC.
915 SECAUCUS ROAD
SECAUCUS, NEW JERSEY 07094
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 11, 2000
------------------------
The accompanying proxy is solicited by the Board of Directors of The Children's
Place Retail Stores, Inc., a Delaware corporation (the "Company" or "The
Children's Place"), for use at the Annual Meeting of Stockholders to be held on
July 11, 2000, at 10:00 a.m., at 915 Secaucus Road, Secaucus, New Jersey 07094
or any adjournment thereof, at which stockholders of record at the close of
business on June 5, 2000, shall be entitled to vote. The Annual Meeting is being
held for the purposes set forth in the accompanying Notice of Annual Meeting to
Stockholders. The cost of solicitation of proxies will be borne by the Company.
The Company may use the services of its directors, officers, employees and
others to solicit proxies, personally or by telephone; arrangements also may be
made with brokerage houses and other custodians, nominees, fiduciaries and
stockholders of record to forward solicitation material to the beneficial owners
of stock held of record by such persons. The Company may reimburse such
solicitors for reasonable out-of-pocket expenses incurred by them in soliciting,
but no compensation will be paid for their services. Any proxy granted as a
result of this solicitation may be revoked at any time before its exercise.
The Annual Report to Stockholders for the fiscal year ended January 29, 2000,
accompanies this Proxy Statement. The date of this Proxy Statement is the
approximate date on which this Proxy Statement and form of proxy were first sent
or given to stockholders. The Company will furnish without charge (other than a
reasonable charge for any exhibit requested) to any stockholder of the Company
who so requests in writing, a copy of the Company's Annual Report on Form 10-K,
including the financial statements and the schedules thereto, for the fiscal
year ended January 29, 2000, as filed with the Securities and Exchange
Commission. Any such request should be directed to The Children's Place Retail
Stores, Inc., 915 Secaucus Road, Secaucus, New Jersey 07094, Attention:
Secretary.
If the accompanying proxy card is properly signed and returned to the Company
and not revoked, it will be voted in accordance with the instructions contained
therein. Unless contrary instructions are given, the persons designated as proxy
holders in the proxy card will vote FOR the election of the nominee proposed by
the Board of Directors, FOR the ratification of the appointment of Arthur
Andersen LLP as the Company's independent public accountants for the fiscal year
ending February 3, 2001, and as recommended by the Board of Directors with
regard to all other matters or, if no such recommendation is given, in their own
discretion. Each stockholder may revoke a previously granted proxy at any time
before it is exercised by filing with the Secretary of the Company a revoking
instrument or a duly executed proxy bearing a later date. The powers of the
proxy holders will be suspended if the person executing the proxy attends the
Annual Meeting in person and so requests. Attendance at the Annual Meeting will
not, in itself, constitute revocation of a previously granted proxy.
Pursuant to the By-laws, the Board of Directors has fixed the time and date for
the determination of stockholders entitled to vote at the meeting,
notwithstanding any transfer of any stock on the books of the Company
thereafter. The presence at the Annual
<PAGE>
Meeting, in person or by proxy, of the holders of a majority of the shares of
common stock outstanding on June 5, 2000, will constitute a quorum. Abstentions
and broker non-votes are counted for purposes of determining the presence or
absence of a quorum. If a quorum is present, (i) a plurality of the votes cast
at the Meeting is required for election as a director, and (ii) the affirmative
vote of the majority of the shares present, in person or by proxy, at the Annual
Meeting and entitled to vote is required for all other matters. On June 5, 2000,
the Company had outstanding and entitled to vote with respect to all matters to
be acted upon at the meeting 25,760,763 shares of common stock. Each holder of
common stock is entitled to one vote for each share of stock held by such
holder. Abstentions are counted in the calculation of the votes cast with
respect to any of the matters submitted to a vote of stockholders, whereas
broker non-votes are not counted for purposes of determining whether a proposal
has been approved. If the proxy is signed and returned without specifying
choices, the shares will be voted in favor of the election of the nominee
proposed by the Board of Directors and in favor of the appointment of Arthur
Andersen LLP as the Company's independent public accountants for the fiscal year
ended February 3, 2001.
It is expected that the following business will be considered at the meeting and
action taken thereon:
ITEM 1: ELECTION OF DIRECTOR
The Company's Articles of Incorporation and Bylaws provide for a classified
Board of Directors comprised of Classes I, II and III, whose members serve
staggered terms. The Class III, Class I and Class II Directors are scheduled to
be elected at the Annual Meetings of Stockholders to be held in 2000, 2001 and
2002, respectively, to serve for a three year term and until their successors
are duly elected and qualified. The nominee for Class III Director is set forth
below.
Unless authorization is withheld, the persons named as proxies will vote FOR the
nominee for director listed below unless otherwise specified by the stockholder.
If a nominee is unable or declines to serve as a director at the time of the
Annual Meeting, the proxies will be voted for any nominee who shall be
designated by the present Board of Directors to fill the vacancy. If additional
persons are nominated for election as director, the proxy holders intend to vote
all proxies received by them for the nominee listed below and against any other
nominees. As of the date of this Proxy Statement, the Board of Directors is not
aware that the nominee is unable or will decline to serve as director. The
nominee listed below is already serving as a director of the Company.
The election to the Board of Directors of the nominee identified in this Proxy
Statement will require a plurality of the votes cast, in person or by proxy, at
the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
NOMINEE FOR DIRECTOR.
2
<PAGE>
DIRECTORS
The following table sets forth certain information with respect to the
continuing directors of the Company:
<TABLE>
<CAPTION>
CLASS OF
NAME AGE POSITION DIRECTOR
---- -------- -------- --------
<S> <C> <C> <C>
Ezra Dabah............................. 46 Chairman of the Board of Directors and Chief Executive Officer II
Stanley Silverstein.................... 75 Director I
John F. Megrue......................... 41 Director II
David J. Oddi.......................... 30 Director I
Sally Frame Kasaks..................... 55 Director III
</TABLE>
NOMINEE FOR ELECTION IN CLASS III
SALLY FRAME KASAKS became a Director of the Company on May 9, 2000. Since 1997,
Ms. Kasaks has served as a business consultant to a number of retailers through
ISTA Incorporated. Previously, she held the following executive positions at
major speciality retailers: Chairman and Chief Executive Officer of Ann Taylor
Stores, Inc., from February 1992 to August 1996; President and Chief Executive
Officer of Abercrombie and Fitch, a division of The Limited, Inc., from
February 1989 to February 1992; and Chairman and Chief Executive Officer of The
Talbots, Inc., a division of General Mills Co., from November 1985 to
September 1988. Ms. Kasaks also sits on the Board of Directors of the following
retailers: Pacific Sunwear of California, Inc.; The White House, Inc.; Tuesday
Morning, Inc.; and Cortefeil, S.A.
CONTINUING DIRECTORS
EZRA DABAH has been Chief Executive Officer of the Company since 1991 and
Chairman of the Board of Directors since 1989. Mr. Dabah has more than 25 years
of apparel merchandising and buying experience. From 1972 to May 1993,
Mr. Dabah was a director and an executive officer of The Gitano Group, Inc. and
its affiliates (collectively, "Gitano"), a company of which Mr. Dabah and
certain members of his family were principal stockholders and which became a
public company in 1988. From 1973 until 1983, Mr. Dabah was in charge of product
design, merchandising and procurement for Gitano. In 1983, Mr. Dabah founded and
became President of a children's apparel importing and manufacturing division
for Gitano which later became an incorporated subsidiary, Eva Joia Incorporated
("E.J. Gitano"). Mr. Dabah is Stanley Silverstein's son-in-law and Nina Miner's
brother-in-law.
STANLEY SILVERSTEIN has been a Director of the Company since July 1996.
Mr. Silverstein also serves as Chairman of the Board of Directors of Nina
Footwear, a company he founded with his brother in 1952. Mr. Silverstein is the
father of Nina Miner, Vice President, Trend Development, and Ezra Dabah's
father-in-law.
JOHN F. MEGRUE has been a Director of the Company since July 1996. Since 1992,
Mr. Megrue has been a partner of SKM Partners, L.L.C. (or its predeccessor),
which serves as the general partner of SKM Partners, L.P., which serves as
general partner of The SK Equity Fund, L.P. and SK Investment Fund, L.P.
(collectively, the "SK Funds") and of Saunders Karp & Megrue, L.P. ("SKM"). From
1989 to 1992, Mr. Megrue was a Vice President and Principal at Patricof & Co.
and prior thereto he served as a Vice President at C.M. Diker Associates.
Mr. Megrue also serves as Vice Chairman of the Board and Director of Dollar Tree
Stores, Inc. and Chairman of the Board and Director of Hibbett Sporting
Goods, Inc.
3
<PAGE>
DAVID J. ODDI has been a Director of the Company since April 1997. Mr. Oddi
joined Saunders, Karp & Megrue, L.P. ("SKM") as an Associate in 1994 and is
currently a Partner of Saunders Karp Megrue Partners, L.L.C., which serves as
the general partner of SKM Partners, L.P., which serves as the general partner
of the SK Funds and SKM. Prior to joining SKM, Mr. Oddi was a financial analyst
in the Leveraged Finance Group at Salomon Brothers Inc.
INFORMATION REGARDING THE BOARD OF DIRECTORS
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has three standing committees: the Compensation
Committee, the Stock Option Committee and the Audit Committee. Messrs. Dabah and
Megrue and Ms. Kasaks serve on the Compensation Committee. The Compensation
Committee reviews and sets the compensation of the Company's management and
administers the Company's Employee Stock Purchase Plan and Management Incentive
Plan. Messrs. Silverstein and Megrue serve on the Stock Option Committee. The
Stock Option Committee administers the Company's stock option plans.
Messrs. Megrue and Oddi and Ms. Kasaks serve on the Audit Committee. The Audit
Committee is responsible for recommending independent auditors, reviewing the
audit plan, the adequacy of internal procedures and controls, the audit report
and the management letter, and performing such other duties as the Board of
Directors may from time to time prescribe.
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended January 29, 2000, there were two meetings of the
Board of Directors, one meeting of the Compensation Committee, one meeting of
the Audit Committee and no meetings of the Stock Option Committee. The Stock
Option Committee did not have any meetings apart from the meetings of the Board
of Directors which all members of the Stock Option Committee attended. Stock
option grants during fiscal 1999 were approved by the Board of Directors. Each
incumbent Director of the Company attended in excess of 75% of the aggregate of
the total number of meetings of the Board of Directors and committees thereof on
which such Director served.
COMPENSATION OF DIRECTORS
The Company pays each director who is not an officer of the Company or an
affiliate of the SK Funds compensation of $15,000 per annum and a fee of $1,000
for each meeting of the Board of Directors attended, plus reimbursement of
expenses for each such meeting. All directors may be granted awards from time to
time pursuant to the Company's stock option plans.
Information concerning executive officers of the Company who are not also
directors is set forth in the Company's Annual Report on Form 10-K for the
fiscal year ended January 29, 2000. Officers serve at the discretion of the
Board of Directors and under the terms of any employment agreement which may
exist.
LEGAL PROCEEDINGS
Except as described below, there have been no material administrative, civil or
criminal actions against the Company or its executive officers during the
preceding five years.
4
<PAGE>
The Company has reached an agreement in principle to resolve the federal
securities class action litigation which was filed against the Company, certain
executive officers, directors and others in the United States District Court for
the District of New Jersey and the securities litigation filed in Superior Court
of New Jersey, Essex County Division. The proposed settlements provide for the
payment of $1.7 million in the aggregate and would be funded entirely from
insurance proceeds. The proposed federal action settlement received court
approval on May 8, 2000. The proposed settlements would have no material impact
on the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information at April 10, 2000, with respect to
ownership of Common Stock by (i) each beneficial owner of five percent or more
of the Company's Common Stock known to the Company, (ii) each director of the
Company in office on that date, (iii) each of the Company's five most highly
compensated executive officers in fiscal 1999 and (iv) all directors and
executive officers as a group. For the purpose of computing the percentage of
the shares of Common Stock owned by each person or group listed in this table,
any shares not outstanding which are subject to options or warrants exercisable
within 60 days after April 10, 2000 have been deemed to be outstanding and owned
by such person or group, but have not been deemed to be outstanding for the
purpose of computing the percentage of the shares of Common Stock owned by any
other person. Except as indicated in the footnotes to this table, the persons
named in the table have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED OF CLASS
------------------------------------ ------------ --------
<S> <C> <C>
The SK Equity Fund, L.P. (1) (2)............................ 6,704,053 26.0%
SK Investment Fund, L.P. (1) (2)............................ 6,704,053 26.0%
John F. Megrue (1) (2) (3).................................. 6,721,053 26.1%
Allan W. Karp (1) (2) (4)................................... 6,707,653 26.0%
Thomas A. Saunders III (1) (2).............................. 6,704,053 26.0%
David J. Oddi (1) (5)....................................... 5,500 *
Ezra Dabah (6) (7).......................................... 7,886,801 30.6%
Stanley B. Silver (6) (8)................................... 574,450 2.2%
Stanley Silverstein (6) (9)................................. 5,674,735 22.0%
Clark Hinkley (6) (10)...................................... 120,000 *
Diane M. Timbanard (6) (11)................................. 99,680 *
Michael J. Zahn (6) (12).................................... 2,300 *
All Directors and Executive Officers as a Group (18
persons)(13)(14)(15)...................................... 16,502,540 62.9%
</TABLE>
------------------------
* Less than 1%
(1) The address of this person is Two Greenwich Plaza, Suite 100, Greenwich CT
06830.
(2) Includes (i) 6,608,268 shares owned by The SK Equity Fund, L.P. and
(ii) 95,785 shares owned by SK Investment Fund, L.P. SKM Partners, L.P. is
the general partner of each of the SK Funds. Messrs. Karp, Megrue and
Saunders are Partners of Saunders Karp & Megrue, L.L.C., which is the
general partner of SKM Partners, L.P., and therefore may be deemed to have
beneficial
5
<PAGE>
ownership of the shares shown as being owned by the SK Funds. Messrs. Karp,
Megrue and Saunders disclaim beneficial ownership of such shares, except to
the extent that any of them has a limited partnership interest in SK
Investment Fund, L.P.
(3) Includes 17,000 shares purchased by Mr. Megrue.
(4) Includes 2,000 shares purchased by Mr. Karp and 1,600 shares bought for the
benefit of Mr. Karp's children and as to which Mr. Karp disclaims beneficial
ownership.
(5) Includes 5,500 shares purchased by Mr. Oddi and does not include shares
owned by The SK Equity Fund, L.P. or SK Investment Fund, L.P. Mr. Oddi is a
Partner of Saunders Karp & Megrue, L.L.C., which is the general partner of
SKM Partners L.P., which serves as the general partner of the SKM Funds and
SKM and has a limited partnership interest in SK Investment Fund, L.P.
(6) The address of this person is c/o The Children's Place Retail Stores, Inc.,
915 Secaucus Road, Secaucus, New Jersey 07094.
(7) Includes (i) 4,916,755 shares held by trusts or custodial accounts for the
benefit of Mr. Dabah's children and certain other family members, of which
Mr. Dabah or his wife is a trustee or custodian and as to which Mr. Dabah or
his wife, as the case may be, has voting control, and as to which shares
Mr. Dabah disclaims beneficial ownership, (ii) 2,871,850 shares held by
Mr. Dabah, (iii) 37,600 shares held by Mr. Dabah's wife, (iv) 800 shares
held by Mr. Dabah's daughter, and (v) 59,796 shares subject to options
exercisable within 60 days after April 10, 2000. Does not include
(i) 563,680 shares beneficially owned by Stanley Silverstein, Mr. Dabah's
father-in-law, (ii) 7,000 shares held in Mr. Silverstein's profit sharing
account, (iii) 261,300 shares beneficially owned by Raine Silverstein,
Mr. Dabah's mother-in-law and (iv) 39,864 shares subject to options not yet
vested held by Mr. Dabah.
(8) Includes (i) 444,450 shares held by Mr. Silver, (ii) 100,000 shares held by
Mr. Silver's wife and (iii) 30,000 shares held for the benefit of
Mr. Silver's children and as to which Mr. Silver's wife is a trustee and as
to which shares Mr. Silver disclaims beneficial ownership. Mr. Silver
resigned from the Company in February 2000.
(9) Includes (i) 4,842,755 shares held by trusts for the benefit of
Mr. Silverstein's children and grandchildren, of which Mr. Silverstein's
wife is a trustee, and as to which Mrs. Silverstein has voting control, and
as to which shares Mr. Silverstein disclaims beneficial ownership,
(ii) 563,680 shares held by Mr. Silverstein, (iii) 7,000 shares held in
Mr. Silverstein's profit sharing account and (iv) 261,300 shares held by
Mr. Silverstein's wife. Does not include (i) 2,871,850 shares beneficially
owned by Ezra Dabah, Mr. Silverstein's son-in-law, (ii) 37,600 shares
beneficially owned by Mr. Silverstein's daughter, (iii) 800 shares owned by
Mr. Silverstein's granddaughter and (iv) 59,796 shares issuable to
Mr. Dabah upon exercise of outstanding stock options exercisable within
60 days of April 10, 2000.
(10) Includes (i) 40,506 shares held by Mr. Hinkley and (ii) 79,494 shares
issuable upon exercise of outstanding stock options exercisable within
60 days of April 10, 2000. Does not include 105,000 shares subject to
options not yet vested.
(11) Includes (i) 89,254 shares held by Ms. Timbanard and (ii) 10,426 shares
issuable upon exercise of outstanding stock options exercisable within
60 days of April 10, 2000. Does not include 36,920 shares subject to options
not yet vested.
(12) Includes (i) 300 shares held by Mr. Zahn and (ii) 2,000 shares issuable
upon exercise of outstanding stock options exercisable within 60 days of
April 10, 2000. Does not include 55,000 shares subject to options not yet
vested.
6
<PAGE>
(13) Reflects shares issuable upon exercise of stock options exercisable within
60 days of April 10, 2000.
(14) Does not include the 574,450 shares beneficially owned by Mr. Silver who
resigned from the Company in February 2000.
(15) Does not include Sally Frame Kasaks who was appointed to the Board of
Directors on May 9, 2000.
As of April 10, 2000, Ezra Dabah and certain members of his family beneficially
own 8,830,301 shares of the Company's Common Stock, constituting approximately
34.2% of the outstanding Common Stock. The SK Funds own 6,704,053 shares or
approximately 26.0% of the outstanding Common Stock. Pursuant to the Amended
Stockholders Agreement described below, Ezra Dabah, the SK Funds and certain
other stockholders, who own in the aggregate a majority of the outstanding
Common Stock, have agreed to vote for the election of two nominees of the SKM
Funds and three nominees of Ezra Dabah to the Company's Board of Directors. As a
result, the SKM Funds and Ezra Dabah are able to control the election of the
Company's directors. In addition, if the SKM Funds and Mr. Dabah were to vote
together, they would be able to determine the outcome of any matter submitted to
a vote of the Company's stockholders for approval.
STOCKHOLDERS AGREEMENT
The Children's Place and certain of its stockholders, who currently own in the
aggregate a majority of the Common Stock, are parties to a Stockholders
Agreement (the "Stockholders Agreement"). The Stockholders Agreement places
certain limitations upon the transfer in privately negotiated transactions of
shares of Common Stock beneficially owned by Ezra Dabah and the SK Funds. In
addition, the Stockholders Agreement provides that (i) so long as Ezra Dabah,
together with members of his family, beneficially owns shares representing at
least 25% of the shares of Common Stock owned by such parties on the date of the
Stockholders Agreement, the stockholders party to the Stockholders Agreement
will be obligated to vote all shares as to which they have voting rights in a
manner such that the Board will at all times include three directors nominated
by Ezra Dabah and (ii) so long as the SK Funds beneficially own shares
representing at least 25% of the shares of Common Stock owned by such parties on
the date of the Stockholders Agreement, the stockholders party to the
Stockholders Agreement will be obligated to vote all shares as to which they
have voting rights in a manner such that the Board will at all times include two
directors nominated by the SK Funds. Should the number of directors comprising
the Board of Directors be increased, nominees for the remaining director
positions will be designated by the Company's Board of Directors. Pursuant to
the Stockholders Agreement, Ezra Dabah and Stanley Silverstein were designated
as director nominees by Mr. Dabah and were elected to the Board, and John Megrue
and David Oddi were designated as director nominees by the SK Funds and were
elected to the Board.
The Stockholders Agreement provides that the Company will not, without the
affirmative vote of at least one director nominated by the SK Funds, engage in
specified types of transactions with certain of its affiliates (not including
the SK Funds), take action to amend its Bylaws or Certificate of Incorporation
or increase or decrease the size of the entire Board of Directors. The
Stockholders Agreement also provides that certain specified types of corporate
transactions and major corporate actions will require the approval of at least
two-thirds of the members of the Board of Directors.
Under the terms of the Stockholders Agreement, the rights of any party
thereunder will terminate at the time that such party's Common Stock constitutes
less than 25% of the shares of Common Stock owned by such party on the date of
the Stockholders Agreement. All the provisions of the Stockholders Agreement
will terminate when no party to the Stockholders Agreement beneficially owns
shares representing at least 25% of the outstanding Common Stock owned by such
party on the date of the Stockholders Agreement.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY OF EXECUTIVE COMPENSATION
The following table summarizes the compensation for fiscal 1999, fiscal 1998 and
fiscal 1997 for the Company's Chief Executive Officer and each of its four other
most highly compensated executive officers:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM ALL OTHER
COMPENSATION (1) COMPENSATION COMPENSATION
--------------------- ------------ ------------
SECURITIES
FISCAL SALARY BONUS UNDERLYING
NAME AND PRINCIPAL POSITION YEAR ($) ($) OPTIONS (#) ($)
--------------------------- -------- --------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Ezra Dabah....................................... 1999 $556,721 $287,500 0(2) $24,000(8)
Chairman of the Board and Chief Executive 1998 538,850 551,500 0 24,000(8)
Officer 1997 528,008 120,648 99,660 4,000(9)
Stanley B. Silver (3)............................ 1999 384,625 160,000 0 16,565(10)
President and Chief Operating Officer 1998 361,550 300,000 0 15,755(11)
1997 350,012 63,980 0 15,035(12)
Clark Hinkley.................................... 1999 418,833 129,000 25,000(4) 4,000(9)
Executive Vice President, Merchandising 1998 406,233 240,000 200,000(5) 0
Diane M. Timbanard (13).......................... 1999 270,379 70,000 12,000(4) 4,000(9)
Vice President, Design and Product Development 1998 253,075 131,250 25,000(6) 4,000(9)
1997 245,000 27,991 0 4,000(9)
Michael J. Zahn.................................. 1999 263,141 41,667 15,000(4) 0
Vice President, General Merchandise Manager 1998 84,615 41,667 50,000(7) 0
</TABLE>
------------------------
(1) For fiscal 1999 and fiscal 1997, bonuses were earned and paid in the
respective fiscal year. For fiscal 1998 includes bonuses earned in such
fiscal year, portions of which were paid in the following fiscal year. Other
annual compensation did not exceed $50,000 or 10% of the total salary and
bonus for any of the named executive officers.
(2) Mr. Dabah's options become exercisable at the rate of 20% on or after
December 31, 1997 and 20% on or after each of the first, second, third and
fourth anniversaries of the date of the grant.
(3) Mr. Silver resigned in February 2000.
(4) Each of the options granted becomes exercisable at the rate of 20% on or
after September 18, 2000 and 20% on or after the first, second, third and
fourth anniversaries of September 18, 2000.
8
<PAGE>
(5) Mr. Hinkley's option grant becomes exercisable at the rate of 20% on or
after six months following the date of the grant and 20% on or after the
first, second, third and fourth anniversaries of the date of the grant.
(6) Ms. Timbanard's 1998 option grant becomes exercisable at the rate of 15,000
shares on or after November 1, 1998 with an additional 5,000 shares
exercisable on or after June 28, 1999 and the remaining 5,000 shares
exercisable on or after June 28, 2000.
(7) Mr. Zahn's 1998 option grant becomes exercisable at the rate of 20% on or
after September 18, 1999 and 20% on or after the first, second, third and
fourth anniversaries of September 18, 1999.
(8) Reflects the value of (i) of insurance premiums of $20,000 paid by the
Company with respect to term life insurance for the benefit of Mr. Dabah,
and (ii) Company matching contributions of $4,000 under The Children's Place
401(k) Savings and Investment Plan.
(9) Amounts shown consist of the Company's matching contributions under The
Children's Place 401(k) Savings and Investment Plan.
(10) Reflects the value (i) of insurance premiums of $12,565 paid by the Company
with respect to term life insurance for the benefit of Mr. Silver, and
(ii) Company matching contributions of $4,000 under The Children's Place
401(k) Savings and Investment Plan.
(11) Reflects the value of (i) insurance premiums of $11,755 paid by the Company
with respect to term life insurance for the benefit of Mr. Silver, and
(ii) Company matching contributions of $4,000 under The Children Place
401(k) Savings and Investment Plan.
(12) Reflects the value of (i) insurance premiums of $11,035 paid by the Company
with respect to term life insurance for the benefit of Mr. Silver, and
(ii) Company matching contributions of $4,000 under The Children's Place
401(k) Savings and Investment Plan.
(13) On or about April 15, 2000, the Company made a $400,000 loan to
Ms. Timbanard. This loan matures on April 15, 2001, bears interest at the
prime rate quoted by Chase Manhattan Bank and is secured by Ms. Timbanard's
principal residence.
9
<PAGE>
STOCK OPTIONS
The following table sets forth certain information concerning options granted
during fiscal 1999 to Clark Hinkley, Diane Timbanard and Michael Zahn. No
options were granted during fiscal 1999 to the other executive officers named in
the Summary Compensation Table.
OPTIONS GRANTED IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
NUMBER OF SECURITIES % OF TOTAL OPTION TERM (3)
UNDERLYING GRANTED IN EXERCISE EXPIRATION -----------------------
NAME OPTIONS GRANTED (1) FISCAL 1999 PRICE (2) DATE 5% 10%
---- -------------------- ----------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Clark Hinkley....................... 25,000 4.45% $15.9357 12/30/09 $250,575 $635,007
Diane Timbanard..................... 12,000 2.14% 15.9357 12/30/09 120,276 304,803
Michael Zahn........................ 15,000 2.67% 15.9357 12/30/09 150,345 381,004
</TABLE>
------------------------
(1) The 1999 option grant becomes exercisable at the rate of 20% on or after
September 18, 2000 and 20% on or after each of the first, second, third and
fourth anniversaries of September 18, 2000.
(2) The exercise price was fixed at the date of the grant and was equal to the
fair market value per share of Common Stock on such date in accordance with
the 1997 Stock Option Plan.
(3) In accordance with the rules of the Securities and Exchange Commission, the
amounts shown on this table represent hypothetical gains that could be
achieved for the respective options if exercised at the end of the option
term. These gains are based on assumed rates of stock appreciation of 5% and
10% compounded annually from the date the respective options were granted to
their expiration date and do not reflect the Company's estimates or
projections of future Common Stock prices. The gains shown are net of the
option exercise price, but do not include deductions for taxes or other
expenses associated with the exercise. Actual gains, if any, on stock option
exercises will depend on the future performance of the Common Stock, the
option holders' continued employment though the option period, and the date
on which the options are exercised.
The following table sets forth certain information with respect to stock options
exercised by the named executive officers during fiscal 1999, including the
aggregate value of gains on the date of the exercise. In addition, the table
sets forth the number of shares covered by stock options as of fiscal year end,
and the value of "in-the-money" stock options, which represents the positive
spread between the exercise price of a stock option and the year-end market
price of the shares subject to such option at fiscal year end. None of the named
executives hold stock appreciation rights (SARs).
10
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT 1/29/00 AT 1/29/00 (1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ezra Dabah................................ None -- 59,796 39,864 $ 0 $ 0
Stanley B. Silver (2)..................... 197,420 $4,595,224 1,780 49,800 18,875 528,079
Clark Hinkley............................. 27,004 907,167 52,996 145,000 316,307 716,220
Diane M. Timbanard........................ 79,680 2,406,177 20,000 36,920 70,760 228,887
Michael J. Zahn........................... 8,000 109,500 2,000 55,000 0 0
</TABLE>
------------------------
(1) The market value of the Company's stock at the close of business on
January 28, 2000 was $13.281.
(2) Mr. Silver resigned in February 2000. As a result of Mr. Silver's
resignation, the 49,800 options that were scheduled to vest on June 28, 2000
were cancelled.
EMPLOYMENT AGREEMENTS
The Company is a party to employment agreements with Ezra Dabah and Clark
Hinkley.
EZRA DABAH
Mr. Dabah's employment agreement (the "Dabah Agreement") provides that he will
serve as Chairman and Chief Executive Officer of the Company from June 27, 1996
for successive three year periods, subject to termination in accordance with the
termination provisions of the Dabah Agreement. Mr. Dabah's current salary is
$625,000, subject to annual review. Mr. Dabah is also entitled to receive a
semi-annual bonus in an amount equal to the product of (x) 50% of his
semi-annual base salary multiplied by (y) a pre-determined bonus percentage
fixed by the Board of Directors for any stated six-month period of not less than
20% nor more than 200%, based on the Company's performance during such six-month
period. The Dabah Agreement also provides for certain insurance and other
benefits to be maintained and paid by the Company.
The Dabah Agreement provides that if Mr. Dabah's employment is terminated by the
Company without cause or for disability, or by Mr. Dabah for good reason or
following a change in control (as each such term is defined in the Dabah
Agreement), the Company will be required to pay Mr. Dabah three times his base
salary then in effect, which amount will be payable within 30 days following his
termination. Mr. Dabah also will be entitled to receive any accrued but unpaid
bonus compensation and all outstanding stock options under the Company's stock
option plans will immediately vest. If Mr. Dabah's employment is terminated for
any of the above reasons, the Company also will be required, with certain
exceptions, to continue to maintain life insurance, medical benefits and other
benefits for Mr. Dabah for three years. The Dabah Agreement also provides that
Mr. Dabah will not, with certain exceptions, engage or be engaged in a competing
business for a period of five years following termination of his employment.
11
<PAGE>
CLARK HINKLEY
Mr. Hinkley's employment agreement (the "Hinkley Agreement") provides that he
will serve as Executive Vice President, Merchandising of The Children's Place
from February 2, 1998, and that such service shall continue unless terminated in
accordance with the termination provisions of the Hinkley Agreement.
Mr. Hinkley's current salary is $455,000 per year, subject to annual review.
Mr. Hinkley also is entitled to receive a semi-annual bonus in an amount equal
to the product of (x) 30% of his semi-annual base salary multiplied by (y) a
pre-determined bonus percentage fixed by the Board of Directors for any stated
six-month period of not more than 200%, based on the Company's performance
during such six-month period.
The Hinkley Agreement provides that if Mr. Hinkley's employment is terminated by
The Children's Place without cause (as such term is defined in the Hinkley
Agreement), the Company will be required to pay Mr. Hinkley an amount equal to
his base salary then in effect for one year, which amount is payable in equal
monthly installments over a one year period following his termination.
Mr. Hinkley will also be entitled to receive any accrued but unpaid bonus
compensation and the Company will be required, with certain exceptions, to
continue to maintain life insurance, medical benefits and other benefits for
Mr. Hinkley for one year. The Hinkley Agreement also provides that Mr. Hinkley
will not, with certain exceptions, engage or be engaged in a competing business
for a period of two years following termination of his employment.
OTHER EMPLOYMENT AGREEMENTS
The Company has also entered into employment agreements with certain of its
other executive officers which provide for the payment of severance equal to the
officer's salary for a period of six to nine months following any termination
without cause.
SEVERANCE AGREEMENT
STANLEY B. SILVER
Mr. Silver resigned from the Company effective February 24, 2000 as President,
Chief Operating Officer and Director of The Children's Place. On February 24,
2000, the Company and Mr. Silver entered into a severance agreement and release
memorializing Mr. Silver's resignation from the Company. In accordance with the
agreement, Mr. Silver is entitled to receive (i) $738,459 less legally required
payroll deductions and deductions for health insurance in twenty two equal
monthly installments; and (ii) health and life insurance coverage until
December 31, 2001. Mr. Silver waived any claim to the 49,800 options which were
scheduled to vest on June 28, 2000 and any other compensation or bonus. The
agreement also provided, among other things, that Mr. Silver would not engage or
be engaged in a competing business for a period of two years following
termination of employment.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's executive officers and directors, and persons who own
more than 10% of the Company's common stock to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and the Nasdaq
Stock Market. Officers, Directors and greater than ten-percent stockholders are
required by Securities and Exchange Commission regulations to furnish the
Company with copies of all such reports they file.
12
<PAGE>
Based solely on a review of the copies of such reports furnished to the Company,
or written representations that no Form 5 was required, the Company believes
that all Section 16(a) filing requirements applicable to its officers, directors
and greater than ten-percent beneficial owners were complied with through
April 10, 2000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Members of the Compensation Committee from September 17, 1997 through the end of
the fiscal year ended January 29, 2000 were Messrs. Dabah and Megrue. Mr. Dabah
is the Chief Executive Officer and Chairman of the Board of Directors of the
Company, and has entered into certain related transactions with the Company as
disclosed below. Mr. Megrue is a general partner of SKM Partners, L.P., which
serves as the general partner of SKM, which has entered into an advisory
agreement with the Company, as disclosed below.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SKM FINANCIAL ADVISORY SERVICES
In 1996, the Company entered into a management agreement with SKM which provides
for the payment of an annual fee of $150,000, payable quarterly in advance, in
exchange for certain financial advisory services. This management agreement
remains in effect until SKM or any of its affiliates' total ownership of the
Company's Common Stock is less than 10% on a fully diluted basis. Pursuant to
the management agreement, the Company incurred fees and expenses of
approximately $151,000, $151,000 and $153,000 during fiscal 1999, fiscal 1998
and fiscal 1997, respectively.
STOCKHOLDERS AGREEMENT
The Company's stockholders agreement is described above.
MERCHANDISE FOR RE-SALE
During fiscal 1998, the Company purchased approximately $290,000 in bath
products from HBA Technologies, LLC. Haim Dabah, Ezra Dabah's brother, is the
majority owner of HBA Technologies, LLC.
During fiscal 1999, the Company purchased approximately $565,000 in footwear
from Nina Footwear Corporation. Stanley Silverstein, a member of the Company's
Board of Directors and Ezra Dabah's father-in-law, owns Nina Footwear
Corporation with his brother.
EXECUTIVE OFFICERS
In addition to the loan made to Ms. Timbanard, as described above, on or about
April 15, 2000, the Company also made loans to five other officers in amounts
ranging from $200,000 to $500,000. The aggregate amount of these loans,
including Ms. Timbanard, totaled $2.2 million. The loans mature on April 15,
2001 and bear interest at the prime rate per annum as quoted by Chase Manhattan
Bank. The loans are secured by the principal residences of these executive
officers.
13
<PAGE>
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
COMPENSATION POLICY
The Company's employee compensation policy in general is to offer a package
including a competitive salary, an incentive bonus based upon performance goals,
competitive benefits including a participatory 401(k) Savings and Investment
Plan, and an efficient workplace environment. The Company also encourages
broad-based employee ownership of the Company's Common Stock and by granting
stock options to employees at many levels within the Company and through the
Employee Stock Purchase Plan.
The Compensation Committee of the Board of Directors reviews and approves
individual officer salaries, bonus plan and financial performance goals, and
stock option grants. The Compensation Committee also reviews guidelines for
compensation, bonus, and stock option grants for non-officer employees.
Key personnel of the Company are paid salaries in line with their
responsibilities. These salaries are structured to be competitive with salaries
paid by a peer group consisting of similar companies in the retail apparel
industry. Executives participate in the Company's Management Incentive Program,
which offers cash incentives based on the Company's performance. Under the
Company's 1996 and 1997 Stock Option Plans, and at the discretion of the Board
of Directors, the Company also grants executive officers stock options. The
Company's performance and return on equity are of vital importance to the
executive officers due to these equity holdings and cash incentives. Benefits
extended to the executive officers vary by recipient and may include disability
and life insurance, and participation in the Company's 401(k) Savings and
Investment Plan. Salaries for executive officers are adjusted based on
individual job performance and the Company's performance and, in certain cases,
changes in the individual's responsibilities.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The Compensation Committee reviews and approves the compensation of Ezra Dabah,
the Company's Chief Executive Officer. Pursuant to Mr. Dabah's Employment
Agreement and based on the Company's performance in the preceding fiscal year,
Mr. Dabah's base salary for the fiscal year ended January 29, 2000 was $556,721,
an increase of 3.3% from the prior year. In addition, Mr. Dabah is entitled to
receive a bonus based on the Company's earnings. Mr. Dabah's performance bonus
for the fiscal year ended January 29, 2000 was $287,500.
DEDUCTIBILITY OF COMPENSATION
Section 162(m) of the Internal Revenue Code imposes a limitation on the
deductibility of nonperformance-based compensation in excess of $1 million paid
to executive officers. The Compensation Committee believes that the Company will
be able to continue to manage its executive compensation program to preserve
federal income tax deductions.
Submitted by the Compensation
Committee
Ezra Dabah John F. Megrue
14
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative stockholder return on the Company's
common stock with the return on the Total Return Index for the Nasdaq Stock
Market (US) and the Nasdaq Retail Trade Stocks. The graph assumes that $100 was
invested on the date of the Company's initial public offering, September 18,
1997.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
THE CHILDREN'S PLACE RETAIL STORES, INC. NASDAQ STOCK MARKET (US) NASDAQ RETAIL TRADE STOCKS
<S> <C> <C> <C>
9/18/97 100.00 100.00 100.00
1/30/98 52.24 97.24 96.96
1/29/99 202.68 152.10 118.55
1/28/00 94.86 229.40 97.14
</TABLE>
ITEM 2: RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected the accounting firm of Arthur
Andersen LLP as independent public accountants of the Company for the fiscal
year ending February 3, 2001. Arthur Andersen LLP has served as the Company's
independent public accountants since 1994. A representative of Arthur Andersen
LLP is expected to be present at the meeting with the opportunity to make a
statement if such representative so desires and to respond to appropriate
questions.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR APPROVAL OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS.
15
<PAGE>
ITEM 3: OTHER MATTERS
At the date of this Proxy Statement, the only business which the Board of
Directors intends to present or knows that others will present at the meeting is
that hereinabove set forth. If any other matter or matters are properly brought
before the meeting, or any adjournment thereof, it is the intention of the
persons named in the accompanying form of proxy to vote the proxy on such
matters in accordance with their judgment.
STOCKHOLDER PROPOSALS: 2001 ANNUAL MEETING
Proposals of stockholders intended to be presented at the Company's 2001 Annual
Meeting of Stockholders must be received by the Company on or prior to
December 31, 2000, to be eligible for inclusion in the Company's Proxy Statement
and form of proxy to be used in connection with the 2001 Annual Meeting.
By order of the Board of Directors,
Steven Balasiano
Secretary
Secaucus, New Jersey
June 7, 2000
16
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE CHILDREN'S PLACE RETAIL STORES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, JULY 11, 2000
The undersigned hereby appoints Ezra Dabah and John F. Megrue, and each
of them proxies, each with power of substitution, to vote for the undersigned at
the Annual Meeting of Stockholders of The Children's Place Retail Stores, Inc.
to be held at The Children's Place, 915 Secaucus Road, Secaucus, NJ 07094, on
Tuesday, July 11, 2000, at 10 o'clock A.M., local time, and at any adjournment
thereof, with respect to:
IMPORTANT: SIGN ON OTHER SIDE
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
THE CHILDREN'S PLACE RETAIL STORES, INC.
JULY 11, 2000
v Please Detach and Mail in the Envelope Provided v
PLEASE MARK YOUR
|X| VOTES AS IN THIS
EXAMPLE.
VOTE FOR the
nominee listed at right VOTE
(except as marked to WITHHELD
the contrary below) from the nominee
1. Election of |_| |_| NOMINEE: Sally Frame Kasaks
Director
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR NOMINEE,
WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
________________________________________________________
FOR AGAINST ABSTAIN
2. To ratify the selection of Arthur Andersen |_| |_| |_|
LLP to serve as the Company's
independent public accountants for the
fiscal year ending February 3, 2001
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" THE ELECTION OF THE DIRECTOR NOMINEE LISTED IN PROPOSAL (1) AT
LEFT AND "FOR" PROPOSAL (2) ABOVE.
The undersigned hereby acknowledges receipt of the (i) Notice of Annual
Meeting and Proxy Statement and (ii) the Company's 1999 Annual Report.
PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND PROMPTLY RETURN IT IN THE
ENVELOPE PROVIDED. NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES.
SIGNATURE____________________ DATE ____ SIGNATURE____________________ DATE ____
NOTE: Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as an attorney, executor,
administrator trustee or guardian, give the full title. If a corporation,
sign in full corporate name by President or other authorized officer. If a
partnership, sign in partnership name by authorized persons.
