UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended January 30, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-7258
CHARMING SHOPPES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1721355
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
450 Winks Lane, Bensalem, Pennsylvania 19020
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 245-9100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (par value $.10 per share)
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. (X) YES ( ) NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Sec. 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. (X)
As of April 16, 1999, 98,230,117 common shares were outstanding. The
aggregate market value of the common shares (based upon the closing price
on April 16, 1999), held by non-affiliates was approximately $418 million.
DOCUMENTS INCORPORATED BY REFERENCE: As stated in Part III of this annual
report, portions of the following document are incorporated herein by
reference:
Definitive proxy statement for annual shareholders meeting to be filed
within 120 days after the end of the fiscal year covered by this Annual
Report.
<TABLE>
<CAPTION>
CHARMING SHOPPES, INC.
1999 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
<S> <C>
PART I
Item 1 Business
General...................................................... 1
Merchandising and Marketing.................................. 2
Purchasing................................................... 5
Distribution................................................. 6
Stores....................................................... 7
Store Management and Employees............................... 8
Trademarks and Servicemarks.................................. 8
Cautionary Statement for Purposes of the "Safe
Harbor" Provisions of the Private Securities
Litigation Reform Act of 1995.............................. 8
Item 2 Properties..................................................... 10
Item 3 Legal Proceedings.............................................. 11
Item 4 Submission of Matters to a Vote of Security Holders............ 11
Item 4a Executive Officers of the Registrant........................... 11
PART II
Item 5 Market for the Registrant's Common Equity and
Related Stockholder Matters.......................................... 13
Item 6 Selected Financial Data........................................ 14
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................ 15
Item 7a Quantitative and Qualitative Disclosures About Market Risk..... 32
Item 8 Financial Statements and Supplementary Data.................... 33
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure............................................. 67
PART III
Item 10 Directors and Executive Officers of the Registrant............. 68
Item 11 Executive Compensation......................................... 68
Item 12 Security Ownership of Certain Beneficial Owners and Management. 68
Item 13 Certain Relationships and Related Transactions................. 68
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K 69
</TABLE>
<PAGE>
PART I
Item 1. Business
General
Charming Shoppes, Inc., a Pennsylvania corporation formed in 1969, operates
through its subsidiary corporations 1,135 women's specialty apparel stores
in 44 states (as of January 30, 1999), the substantial majority of which
are located in the Northeast quadrant of the United States. Unless the
context indicates otherwise, the term "Company" refers to Charming Shoppes,
Inc. and, where appropriate, one or more of its wholly-owned subsidiaries.
The Company's 1,090 "Fashion Bug" stores specialize in selling, at moderate
and popular prices, a wide variety of junior, misses, large-size, and
girls-size sportswear, dresses, coats, lingerie, accessories, and casual
footwear. The Company's 45 "Fashion Bug Plus" stores specialize in similar
merchandise for the large-size customer. The Company's stores sell both
brand-name merchandise and specially manufactured garments under one of the
Company's private labels.
The Company's real estate strategy is focused on locating stores in strip
shopping centers. As of the end of the fiscal year ended January 30, 1999
("Fiscal 1999"), approximately 83% of the Company's stores were located in
strip shopping centers. The Company believes that its customers visit
strip shopping centers more frequently than malls for their shopping needs
as a result of the mix of the tenants in, and the convenience of, strip
shopping centers. In addition, the Company benefits from substantially
lower occupancy costs as compared to store occupancy costs in malls. The
Company's "Fashion Bug" stores average 9,400 square feet in size. During
Fiscal 1999, the Company opened 65 stores while closing 65 underperforming
stores. The Company continues to seek new locations that meet its finan-
cial and operational objectives.
On November 2, 1997, the Company announced that its Board of Directors
approved the repurchase of up to ten million shares of the Company's Common
Stock. Subsequent to January 30, 1999, the Company announced that its
Board of Directors approved the repurchase of up to an additional ten
million shares of stock. As of January 30, 1999, the Company had
repurchased a total of 8,710,000 shares for $39,405,000 from the original
authorization. These shares are held as treasury stock. The Company will
continue to evaluate market conditions to determine if additional shares
will be repurchased during the fiscal year ending January 29, 2000 ("Fiscal
2000").
(1)
<PAGE>
The Company employs a business strategy that focuses efforts on providing
fashion apparel and related merchandise which meet the demands of its
primary customers. This strategy was initiated in 1995 after a significant
management and financial restructuring. Such customers are generally in
the 20 to 45 year old age group, and in the lower-middle to middle income
range, and tend to follow, rather than set, fashion trends. The Company
responds to the needs of its customers by providing a variety of choices in
its merchandise assortment. The Company offers an assortment of both cas-
ual and career-oriented products. Merchandise that complements these
areas, such as accessories, intimate apparel, and footwear, are also
featured. The Company has expanded its product line to include junior
merchandise, which is intended to appeal to a younger, trend-influenced
consumer. To complement this area, the girl's assortment has been rede-
fined to reflect the apparel tastes of the pre-teen audience.
Product assortments are tailored to the demographics of an area, and
merchandise is available for six distinct seasons -- spring, summer,
transitional, fall, holiday, and transitional. The Company maintains qual-
ity standards with respect to merchandise fabrication, construction, and
fit. Realistic initial pricing is also part of the business strategy. The
pricing provides sufficient margin to permit merchandise discounts in order
to stimulate customer purchases. In addition, the Company's advertising
expenditures are focused on stimulating customer traffic through targeted
direct mail advertising to preferred customers. These customers are
selected from a database of customer purchase information that includes
approximately 2,600,000 active proprietary credit card customers, as well
as customers who utilize cash and third-party credit cards. The Company
also uses radio, television, and newspaper advertising to stimulate traffic
at certain strategic times of the year.
In order to meet the demands of its primary customer, the Company utilizes
the domestic wholesale apparel marketplace for a significant portion of its
purchases. This allows management to maintain short lead times, respond
quickly to current fashion trends, and quickly replenish merchandise inven-
tory as necessary. The Company uses its overseas sourcing operation to
procure basic low-risk commodity merchandise, which generally requires
longer lead times.
Merchandising and Marketing
The Company employs a merchandise strategy that emphasizes a variety of
choices in its merchandise assortment. The Company utilizes domestic
fashion market guidance, fashion advisory services, and in-store testing to
determine the optimal product assortment for its customer base. Management
believes that this strategy results in a higher degree of accuracy in
predicting consumer preferences while reducing the Company's inventory
investment and risk. The purpose of this strategy is to enable the Company
to provide merchandise assortments to meet its customers' preferences.
(2)
<PAGE>
The Company offers an assortment of both casual and career-oriented prod-
ucts. Merchandise that complements these areas, such as accessories, inti-
mate apparel, and footwear, are also featured. The Company has expanded
its product line to include junior merchandise, which is intended to appeal
to a younger, trend-influenced consumer. To complement this area, the
girl's assortment has been redefined to reflect the apparel tastes of the
pre-teen audience. The Company had also carried an assortment of men's
casual apparel in most of its "Fashion Bug" stores. On March 5, 1998, the
Company's Board of Directors approved a plan to eliminate men's merchandise
from the remaining "Fashion Bug" stores during Fiscal 1999. Elimination of
the men's merchandise from the stores was completed in October, 1998, the
balance of the men's inventory has been sold, and the selling space used
for men's merchandise has been re-merchandised.
Product assortments are tailored to the demographics of an area, and mer-
chandise is available for six distinct seasons -- spring, summer,
transitional, fall, holiday, and transitional. In addition, the Company
maintains quality standards with respect to merchandise fabrication, con-
struction and fit. The Company also continues to redefine its merchandise
assortments to reflect the needs and demands of diverse customer groups.
The Company has distribution systems in place whereby stores that are
identified as having certain customer profiles can be merchandised with
products specifically targeted to such customers. In addition, the Company
continues to work to improve inventory turnover by better managing the
inventory receipt flow of seasonal merchandise to its stores across all
geographic regions. Further, the Company addresses the different lifestyle
needs of its customers with respect to fashion by varying the depth and
assortments of career and casual merchandise.
The Company employs a realistic pricing strategy that is aimed at setting
the initial price markup of fashion merchandise in order to increase the
percentage of sales at the ticketed price. Management believes this
strategy has resulted in a greater degree of credibility with the customer,
reducing the need for aggressive price promotions. The pricing does allow
sufficient margin to permit merchandise discounts in order to stimulate
customer purchases when necessary. The Company expects to continue to
achieve a higher initial markup in the basic low-risk commodity merchandise
that is purchased through its overseas sourcing operation.
The Company continues to be promotionally oriented. The Company's adver-
tising expenditures are focused on stimulating customer traffic through
targeted direct mail advertising to preferred customers. These preferred
customers are selected from a database of customer purchase information
that includes approximately 2,600,000 active proprietary credit card cus-
tomers, as well as customers who utilize cash and third-party credit cards.
(3)
<PAGE>
The Company also uses radio, television, and newspaper advertising to
stimulate traffic at certain strategic times of the year. Pricing poli-
cies, displays, store promotions, and convenient store hours are also used
to attract customers. With the planning and guidance of specialized home
office personnel, each store provides such displays and advertising as may
be necessary to feature certain merchandise or certain promotional selling
prices from time to time.
In order to meet the demands of its primary customers, the Company utilizes
the domestic wholesale apparel marketplace for a significant portion of its
purchases. This allows management to maintain short lead times, respond
quickly to current fashion trends, and quickly replenish merchandise inven-
tory as necessary. The Company uses its overseas sourcing operation to
procure basic low-risk commodity merchandise, which generally requires
longer lead times. In Fiscal 1999, the Company purchased approximately 70%
of its merchandise in the domestic market, with the remainder being devel-
oped by the Company's sourcing organization.
The retail sale of women's apparel is a highly competitive business with
numerous competitors, including moderate price department stores, discount
department stores, and other low- to moderate-price specialty apparel
stores. The Company cannot estimate the number of competitors or its
relative competitive position, due to the large number of companies selling
women's apparel. The primary elements of competition are merchandise
style, size, selection, quality, display, and price, as well as store
location, design, advertising, and promotion and personalized service to
the customers.
The Company experiences a normal seasonal sales pattern for the retail
apparel industry, with its peak sales occurring during the Christmas season
and other, less significant, increases around Easter and Labor Day. The
Company generally builds inventory levels prior to these peak selling
periods. To keep inventory current and fashionable, the Company reduces
the price of slow-moving merchandise throughout the year. End-of-season
sales are conducted with the objective of carrying a minimal amount of
seasonal merchandise over from one season to another. Sales for the four
quarters of Fiscal 1999, as a percent of total sales, were 23.5%, 27.0%,
23.2% and 26.3%, respectively.
The Company encourages sales on its proprietary credit card. The proprie-
tary credit program has approximately 2,600,000 active accounts, which
accounted for 34% of retail sales in Fiscal 1999. The Company believes
that the credit card is a promotional vehicle in itself, engendering
customer loyalty, creating a substantial base for targeted direct mail
promotion, and encouraging incremental sales.
(4)
<PAGE>
The Company controls and services its entire proprietary credit card file,
and has entered into various agreements whereby it securitizes and sells
all of these receivables. In each securitization, the receivables are
transferred to a trust, which issues certificates representing ownership
interests in the trust. Under these agreements, the Company continues to
service the receivables and control credit policies. This allows the
Company to continue to fund receivable growth, provide customer service,
and collect past-due accounts. Accordingly, its relationship with its
credit card customers is not affected by the securitization agreements.
The Company's proprietary credit card portfolio is administered by Spirit
of America National Bank, a national banking association that is a wholly-
owned subsidiary of the Company. Spirit of America National Bank approves
credit applications and a third party performs all billing and collection
activities. The Company's proprietary credit card customers tend to be a
higher credit risk than bank-issued credit card customers.
The Company's stores feature wall and selling-floor displays that coordi-
nate merchandise in order to promote multiple sales. The stores, which the
Company believes must present a fresh, contemporary shopping environment,
are redecorated or remodeled as necessary. The Company is constantly
testing and implementing new store designs and fixture packages aimed at
providing an effective merchandise presentation.
The Company emphasizes customer service, including the presence of
salespeople in the stores, rather than self-service; lay-away plans; and
acceptance of merchandise returns for cash or credit within a reasonable
time period.
Purchasing
Purchasing is conducted on a departmental basis for each of the "Fashion
Bug" and "Fashion Bug Plus" merchandise groups by a staff of buyers
supervised by one or more merchandise managers. The Company believes that
specialization of buyers within their departments enhances their expertise
in obtaining quality merchandise at a cost that will permit attractive
selling prices, while obtaining the desired markup for the Company.
The merchandising staff obtains store and chain-wide inventory information
generated by a merchandise information system that utilizes point-of-sale
terminals. Through these terminals, merchandise can be followed from the
placement of the order to the actual sale. Based upon this data, the
merchandise managers compare budgeted-to-actual sales and make merchan-
dising decisions, as needed, including re-order, mark-downs, and changes in
the buying plans for upcoming seasons.
(5)
<PAGE>
During Fiscal 1999, the Company purchased merchandise from approximately
850 suppliers, none of which accounted for more than 4% of its purchases.
The Company purchased approximately 70% of its merchandise in the domestic
market on an open account basis, with the remainder being obtained through
the Company's sourcing organization. During Fiscal 1999, the Company's
Hong Kong and Singapore offices conducted its sourcing operations in 21
countries while maintaining satellite offices in 3 of these countries.
Merchandise purchases outside the United States are done via letter of
credit with third party factories, with the Company being the importer of
record. The Company also has a manufacturing facility in the Dominican
Republic, which manufactures certain basic products.
Distribution
The Company operates a distribution center in Greencastle, Indiana. The
150-acre tract of land contains a building of approximately 525,000 square
feet. The Company estimates that, by operating multiple shifts, it would
have the ability to service over 2,000 stores from this distribution cen-
ter. In December 1998, the Company closed its Bensalem, Pennsylvania dis-
tribution center. The Bensalem facility was closed in conjunction with the
decision to consolidate the Company's distribution center operations in the
Greencastle, Indiana distribution center.
The majority of merchandise purchased by the Company is received at the
Greencastle facility, where it is prepared for distribution to the stores.
The functions performed at this central facility include quality control
inspection, receiving, ticketing, packing, and shipping. The Company's
automated sorting system in this distribution center enhances the flow of
merchandise from receipt to shipment. Merchandise is shipped to each store
by trucks operated principally by common carriers. The Company utilizes a
computerized automated distribution model that enhances the efficiency of
the distribution department. This model enables the distribution depart-
ment to build various customer profiles into each store's plan. These
profiles determine not only the number of units, but also the type of unit
to be distributed to each store.
The Company's merchandise and purchasing strategy, and enhancements to the
Company's inventory management, facilitate the timely and orderly purchase
and flow of merchandise. This enables the Company's stores to offer fresh
product assortments on a regular basis.
(6)
<PAGE>
Stores
The Company's 1,135 stores (as of January 30, 1999) are primarily located
in suburban areas and small towns. Approximately 83% of these stores are
located in strip shopping centers, while the balance are located in
community and regional malls. Typically, stores are open seven days per
week, eleven hours per day Monday through Saturday, and seven hours on
Sunday.
The "Fashion Bug" stores range in size, generally, from 5,000 square feet
to 15,000 square feet, averaging approximately 9,400 square feet. The
"Fashion Bug Plus" stores range in size, generally, from 3,000 square feet
to 5,000 square feet, averaging approximately 3,900 square feet. Total
leased space was 10,462,000 square feet as of the end of Fiscal 1999, as
compared to 10,587,000 square feet as of the end of the fiscal year ended
January 31, 1998 ("Fiscal 1998").
The Company plans to open 100 stores in total during Fiscal 2000.
The Company's store openings and closings over the past five fiscal years
are set forth in the following table:
<TABLE>
<CAPTION>
Year Ended
Jan. 30, Jan. 31, Feb. 1, Feb 3, Jan. 28,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Number of Stores
Open at beginning
of period.............. 1,135 1,134 1,301 1,428 1,333
Opened during period..... 65 25 5 47 126
Closed or combined
during period.......... (65) (24) (172) (174) (31)
----- ----- ----- ----- -----
1,135 1,135 1,134 1,301 1,428
===== ===== ===== ===== =====
Store Type
Fashion Bug.............. 1,090 1,077 1,073 1,234 1,346
Fashion Bug Plus......... 45 58 61 67 82
----- ----- ----- ----- -----
1,135 1,135 1,134 1,301 1,428
===== ===== ===== ===== =====
</TABLE>
(7)
<PAGE>
Store Management and Employees
All stores are operated under the direct management of the Company. Each
store has a manager and an assistant manager, who are in daily operational
control. The Company has 104 district managers, who travel to all stores
in their district on a frequent basis, to supervise store operations. Each
district manager has responsibility for an average of approximately 11
stores. A total of 11 regional managers, who report to the Director of
Stores, supervise the district managers. Generally, store managers are
appointed from the group of assistant managers, and district managers are
appointed from the group of store managers. The Company's policy is to
motivate its store personnel through promotion from within, with
competitive wages and various incentive, medical, and retirement plans.
Store operational and purchasing policies are developed centrally, leaving
individual store management with the principal duties of display, selling,
and reporting through point-of-sale terminals. As of the end of Fiscal
1999, the Company employed approximately 12,700 people, which included
approximately 6,800 part-time employees. In addition, a number of tempo-
rary employees are hired during the Christmas season.
Trademarks and Servicemarks
"Fashion Bug" (R), "Fashion Bug Plus" (R), "Glitter" (R), "Maggie Lawrence"
(R), "Stefano" (R), "L.A. Blues" (R), and several other trademarks and
servicemarks of lesser importance to the Company have been registered with
the United States Patent and Trademark Office and in other countries.
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995
The Company has made in this report, and from time to time may otherwise
make, forward-looking statements concerning the Company's operations,
performance and financial condition. This report includes, in particular,
forward-looking statements regarding the Company's expectations of future
performance following implementation of its business strategy, restructur-
ings, and expense reduction initiatives, and the expected benefits thereof.
In addition, the information contained herein includes certain forward-
looking statements regarding sales performance, store openings and
closings, capital requirements, management's expectations for Year 2000
compliance, and other matters. Such forward-looking statements are subject
to various risks and uncertainties, which could cause actual results to
differ materially from those currently anticipated due to a number of
factors, including those identified below.
(8)
<PAGE>
Ability to Implement Business Strategy
The Company's future results and financial condition are dependent on the
successful implementation of its business strategy. Although the Company
believes that this strategy will enable it to improve its financial
results, there can be no assurance that this strategy will be successful,
that the anticipated benefits of this strategy will be realized, that
management will be able to implement such strategy on a timely basis, that
the Company will return to profitability levels previously experienced, or
that losses will not be incurred in the future.
Dependence on Key Management
The Company's success and its ability to successfully implement its
business strategy depends largely on the efforts and abilities of Dorrit J.
Bern, the Company's Chairman of the Board, President and Chief Executive
Officer, and her management team. The loss of the services of one or more
of such key personnel could have a material adverse effect on the Company's
business and financial results. The Company does not maintain key-man
insurance policies with respect to any of its employees.
Other Factors
Actual results could also differ materially from those currently antici-
pated due to (i) rapid changes in or miscalculation of fashion trends, (ii)
extreme or unseasonable weather conditions, (iii) economic downturns, a
weakness in overall consumer demand, inflation, and cyclical variations in
the retail market for women's fashion apparel, (iv) a further increase in
the Federal (or State) Minimum Wage, (v) an acceleration in the rate of
business failures in the retail industry, (vi) the loss of certain or all
of the collateral pledged under the Company's credit facilities, (vii) the
availability and/or cost of receivables securitization arrangements, (viii)
an increase in the rate of bad debt expense among the Company's proprietary
credit card customers, (ix) the risks attendant to the sourcing of the
Company's merchandise needs abroad, exchange rate fluctuations, political
instability, trade sanctions or restrictions, changes in quota and duty
regulations, delays in shipping, or increased costs of transportation, (x)
the availability and cost of external financing, (xi) competitive
pressures, and (xii) the imposition of more onerous payment terms for
merchandise purchases. In addition, the market price of the Company's
Common Stock, which is quoted on the Nasdaq National Market, may be subject
to significant fluctuation in response to quarter-to-quarter variations in
the Company's revenues and earnings, variations in monthly sales figures,
and general stock market volatility unrelated to the Company's operating
performance.
(9)
<PAGE>
Item 2. Properties
The Company leases all store premises, with the exception of 6 stores,
which the Company owns. Typically, store leases have initial terms of 5 to
20 years and contain provisions for renewal options, additional rental
charges based on sales performance, and payment of real estate taxes and
common area charges.
With respect to leased stores open as of January 30, 1999, the following
table shows the number of store leases expiring during the periods indi-
cated, assuming the exercise of the Company's renewal options:
<TABLE>
<CAPTION>
Number
of Leases
Period Expiring
------ --------
<S> <C> <C>
1999 18
2000 - 2004 93
2005 - 2009 177
2010 - 2014 212
2015 - 2019 194
2020 - 2024 284
2025 - 2029 122
2030 - 2041 35
</TABLE>
The Company owns offices and a 525,000 square foot distribution center in
Greencastle, Indiana. On December 10, 1998, the Company closed its 515,000
square foot distribution center in Bensalem, Pennsylvania in conjunction
with the decision to consolidate the Company's distribution center opera-
tions in Greencastle. The Bensalem facilities were being held for sale as
of January 30, 1999. In April 1999, the Company sold one of the two
buildings that comprised the Bensalem distribution center. Additionally,
an agreement for the sale of the remainder of the Bensalem facilities is
pending, and is subject to the buyer obtaining financing. (See "Item 1.
Business - Distribution" above.)
The Company owns approximately 22 acres in two parcels across the street
from the Company's Bensalem facilities. This 22-acre tract contains a
110,000 square foot office building which houses the Company's data pro-
cessing facility and additional administrative offices. Spirit of America
National Bank, a wholly-owned subsidiary of the Company, which is the
Company's proprietary credit card bank, occupies 30,000 square feet of
leased office space in Miami Township, Ohio. The Company owns or leases a
total of 40,000 square feet of office and warehouse space in Asia.
(10)
<PAGE>
Item 3. Legal Proceedings
There are no material pending legal proceedings, other than ordinary rou-
tine litigation incidental to the business, to which the Company or any of
its subsidiaries is a party or of which any of their property is the
subject.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
Item 4a. Executive Officers of the Registrant
The following list contains certain information relative to Executive
Officers of the Company as of April 19, 1999. There are no family rela-
tionships among any Executive Officers. The term of each Executive Officer
expires at the next annual meeting of the Board of Directors following the
Annual Meeting of Shareholders scheduled to be held during July 1999, or
until their successors are duly elected and qualified.
Dorrit J. Bern, 48, has served as Chairman of the Board of Directors since
January 1997. Prior to that, she served as Vice Chairman of the Board of
Directors from September 1995 to January 1997. She has also served as
President and Chief Executive Officer since September 1995. Prior to that,
she served as Group Vice President of Women's Apparel and Home Fashions at
Sears, Roebuck & Co. from December 1993 to August 1995. Ms. Bern's term as
a Director expires in 1999.
Anthony A. DeSabato, 50, has served as Executive Vice President and Cor-
porate Director of Human Resources for more than five years.
Eric M. Specter, 41, has served as Executive Vice President - Chief
Financial Officer since January 1997. He has also served as Treasurer
since February 1998. Prior to that he served as Vice President - Chief
Financial Officer from December 1995 to January 1997. Prior to that, he
served as Vice President - Corporate Controller for more than five years.
Colin D. Stern, 50, has served as Executive Vice President and General
Counsel for more than five years. He has also served as Secretary since
February 1998.
(11)
<PAGE>
Elizabeth Williams, 45, has served as Executive Vice President -
Merchandising since October 1995. Prior to that, she served as Divisional
Vice President - Misses Sportswear and Special Sizes at Sears, Roebuck &
Co. from February 1994 to October 1995 and as Divisional Merchandise Man-
ager from August 1990 to February 1994.
Erna Zint, 55, has served as Executive Vice President - Sourcing since
January 1996. Prior to that, she served as Corporate Vice President -
Southeast Asia Operations for Leslie Fay Companies, Inc. from December 1990
to December 1995.
Carmen Monaco, 52, has served as Vice President - Marketing since May 1997.
Prior to that he served as Senior Vice President - Marketing/Advertising at
Goody's Family Clothing Inc. from August 1992 to May 1997.
John J. Sullivan 52, has served as Vice President - Corporate Controller
since October 1998. Prior to that, he served as Senior Vice President and
Chief Financial Officer of National Media Corp. from January 1998 to Octo-
ber 1998 and from September 1991 to April 1995, and as Senior Vice
President of Administration from April 1995 to January 1998.
(12)
<PAGE>
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
(a) Principal Market: The Company's Common Stock is traded on the over-
the-counter market and quoted on the Nasdaq National Market under the
symbol CHRS.
(b) The following table sets forth the high and low closing sale prices
for the Company's Common Stock during the indicated periods, as reported by
Nasdaq.
<TABLE>
<CAPTION>
Fiscal 1999 Fiscal 1998
High Low High Low
---- --- ---- ---
<S> <C> <C> <C> <C>
1st Quarter.... $5 1/8 $4 $6 $4 3/8
2nd Quarter.... 5 3/4 4 1/2 6 1/8 5 3/16
3rd Quarter.... 5 3 1/4 7 1/32 5 1/16
4th Quarter.... 4 5/8 3 3/8 5 3/8 3 15/16
</TABLE>
On October 2, 1995, the Company's Board of Directors announced an indef-
inite suspension of dividends on the Company's Common Stock. On November
30, 1995, the Company entered into borrowing agreements that require, among
other things, that the Company not pay dividends on its Common Stock (see
"Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Item 8. Financial Statements and Supplementary
Data; Notes to Consolidated Financial Statements - Debt" below).
(c) Approximate Number of Holders of Common Stock:
The approximate number of holders of record of the Company's Common
Stock as of April 16, 1999 was 2,642. This number excludes individual
stockholders holding stock under nominee security position listings.
(d) Recent Sales of Unregistered Securities
Not applicable.
(13)
<PAGE>
Item 6. Selected Financial Data
The following table presents selected financial data for the Company for
each of the five fiscal years ended as of January 28, 1995 through January
30, 1999. All of the selected financial data are extracted from the
Company's audited financial statements and should be read in conjunction
with the financial statements and the notes thereto included under "Item 8.
Financial Statements and Supplementary Data" of this Form 10-K.
CHARMING SHOPPES, INC. AND SUBSIDIARIES
FIVE-YEAR COMPARATIVE SUMMARY
<TABLE>
<CAPTION>
Year Ended
(in thousands except Jan. 30, Jan. 31, Feb. 1, Feb. 3, Jan. 28,
per share amounts) 1999 1998 1997 1996(1) 1995
---- ---- ------- ------- ----
<S> <C> <C> <C> <C> <C>
Net sales................. $1,035,160 $1,016,537 $1,016,297 $1,102,384 $1,272,693
Restructuring charge...... 54,246(2) 0 0 103,000(3) 0
Non-recurring gain from
asset securitization.... 0 13,018(4) 0 0 0
Net income (loss)......... (20,135) 19,334 (7,237) (139,241) 44,689
Basic net income (loss)
Per share............... (.20) .18 (.07) (1.35) .43
Net income (loss) per
share, assuming dilution (.20) .18 (.07) (1.35) .42
Cash dividends per common
share(5)................ .00 .00 .00 .045 .09
At year end:
Total assets.............. $684,649 $709,738 $710,397 $681,746 $840,809
Current portion -
Long-term debt.......... 16 16 16 57,691 5,002
Long-term debt............ 119,475 138,116 138,128 38,102 17,298
Working capital........... 192,274 163,208 224,144 199,457 191,815
Stockholders' equity...... 383,572 416,810 421,035 419,029 558,822
</TABLE>
[FN]
(1) The fiscal year ended February 3, 1996 consisted of 53 weeks.
(2) During the first quarter of Fiscal 1999, the Company's Board of
Directors approved a restructuring plan in conjunction with elimination of
the Company's men's business, which resulted in a pre-tax charge of
$34,000,000. During the fourth quarter of Fiscal 1999, the Company's Board
of Directors approved a restructuring plan in conjunction with the decision
to consolidate the Company's distribution center operations, which resulted
in a pre-tax charge of $20,246,000. (See "Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations; Results of
Operations -- Restructuring Charges" and "Item 8. Financial Statements and
Supplementary Data; Notes to Consolidated Financial Statements -
Restructuring Charge" below.)
(3) During the fiscal year ended February 3, 1996, the Company's Board of
Directors approved a restructuring plan which resulted in a pre-tax charge
of $103,000,000.
(14)
<PAGE>
(4) During Fiscal 1998, the Company recorded a non-recurring gain of
$13,018,000 as a result of the adoption of SFAS No. 125 as related to the
sale of credit card receivables during Fiscal 1998 (see "Item 8. Financial
Statements and Supplementary Data; Notes to Consolidated Financial State-
ments - Asset Securitization" below).
(5) On October 2, 1995, the Company's Board of Directors announced an
indefinite suspension of dividends on the Company's Common Stock (see "Item
5. Market for the Registrant's Common Equity and Related Stockholders'
Matters" above).
</FN>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the financial
statements and the notes thereto included under "Item 8. Financial
Statements and Supplementary Data" of this Form 10-K.
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains certain forward-looking statements concern-
ing the Company's operations, performance, and financial condition. In
particular, it includes forward-looking statements regarding sales perfor-
mance, store openings and closings, cost savings, capital requirements,
management's expectations for Year 2000 compliance, and other matters.
Such forward-looking statements are subject to various risks and uncer-
tainties that could cause actual results to differ materially from those
indicated in the forward-looking statements. Such risks and uncertainties
are identified here, in "Part I, Item 1 - Business: Cautionary Statement
for Purposes of the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995," and in the Company's reports filed with the
Securities and Exchange Commission from time to time.
(15)
<PAGE>
RESULTS OF OPERATIONS
Financial Summary
The following table sets forth certain financial data expressed as a per-
centage of net sales and on a comparative basis:
<TABLE>
<CAPTION>
Percentage Increase
(Decrease)
Percentage of Net Sales From Prior Year
Fiscal Fiscal Fiscal Fiscal Fiscal
1999 1998 1997 1999-1998 1998-1997
---- ---- ---- --------- ---------
<S> <C> <C> <C> <C> <C>
Net sales.............. 100.0% 100.0% 100.0% 1.8% 0.0 %
Cost of goods sold,
buying, and occupancy 74.5 76.0 77.0 (0.2) (1.3)
Selling, general, and
administrative....... 23.8 22.9 23.8 5.9 (3.5)
Non-recurring gain from
asset securitization. 0.0 1.3 0.0 ** **
Restructuring charge... 5.2 0.0 0.0 ** 0.0
Interest expense....... 1.0 1.0 0.9 (3.3) 8.5
Income tax expense
(benefit)............ (1.0) 1.0 (0.3) ** **
Net income (loss)...... (2.0) 2.0 (0.7) ** **
</TABLE>
[FN]
** Not meaningful
</FN>
Net Sales
Net sales for the fiscal year ended January 30, 1999 ("Fiscal 1999")
totaled $1,035,160,000, a 1.8% increase from net sales of $1,016,537,000
for the year ended January 31, 1998 ("Fiscal 1998"). The Company exper-
ienced a 0.3% decrease in comparable store sales (sales generated by stores
in operation during the same weeks of each period) in Fiscal 1999 as
compared to Fiscal 1998. In addition, sales from new stores (sales
generated by stores in operation during Fiscal 1999 that were not in
operation during the corresponding weeks in Fiscal 1998) in Fiscal 1999
equaled 4.1% of Fiscal 1998 sales. Sales for Fiscal 1998 which were not
comparable with sales for Fiscal 1999 as a result of the closing of stores
in those years equaled 2.0% of Fiscal 1998 sales. The number of retail
stores was 1,135 at the end of Fiscal 1999 and Fiscal 1998.
(16)
<PAGE>
Sales for the fourth quarter of Fiscal 1999 totaled $272,229,000, a 2.4%
decrease from $278,950,000 for the corresponding period of Fiscal 1998.
The Company experienced a 4.1% decrease in comparable store sales in the
fourth quarter of Fiscal 1999 as compared to the fourth quarter of Fiscal
1998. In addition, sales from new stores equaled 4.3% of Fiscal 1998
fourth quarter sales. Sales in the fourth quarter of Fiscal 1998 which
were not comparable with sales for the fourth quarter of Fiscal 1999 as a
result of the closing of stores in those years equaled 2.7% of Fiscal 1998
fourth quarter sales.
The decreases in comparable store sales were primarily attributable to the
elimination of men's merchandise from the Company's stores (see "Restruc-
turing Charge -- 1998 STORE RESTRUCTURING AND ELIMINATION OF MEN'S
MERCHANDISE FROM THE COMPANY'S FASHION BUG STORES" below). Excluding men's
merchandise, comparable store sales increased 3.2% in Fiscal 1999 and 1.6%
in the fourth quarter of Fiscal 1999. These increases were achieved in the
Company's core merchandising departments, including sportswear, dresses,
footwear, intimate apparel, and girl's clothing.
Net sales of men's merchandise for Fiscal 1999 were $14,300,000, a 70%
decrease from sales of $48,400,000 for Fiscal 1998. The decline in sales
of men's merchandise had a negative impact of 3.5% during Fiscal 1999 on
overall comparable store sales. The Company expects that the elimination
of men's merchandise will have a negative impact of approximately 1.4% on
overall comparable store sales for the fiscal year ending January 29, 2000
("Fiscal 2000").
Net sales for Fiscal 1998 were approximately equal to net sales for the
fiscal year ended February 1, 1997 ("Fiscal 1997"). The Company exper-
ienced a 3.0% increase in comparable store sales in Fiscal 1998 as compared
to Fiscal 1997. Sales from new stores open less than a full year equaled
1.0% of Fiscal 1997 sales. Sales for Fiscal 1997 which were not comparable
with sales for Fiscal 1998 as a result of the closing of stores in those
years equaled 3.8% of Fiscal 1997 sales.
Net sales for the fourth quarter of Fiscal 1998 increased 3.4% as compared
to net sales for the corresponding period during Fiscal 1997. The Company
experienced a 3.9% increase in comparable store sales in the fourth quarter
of Fiscal 1998 as compared to the fourth quarter of Fiscal 1997. Sales
from new stores equaled 1.5% of Fiscal 1997 fourth quarter sales. Sales in
the fourth quarter of Fiscal 1997 which were not comparable with sales for
the fourth quarter of Fiscal 1998 as a result of the closing of stores in
those years equaled 2.2% of Fiscal 1997 fourth quarter sales.
The Fiscal 1998 increases in comparable store sales were primarily attribu-
table to increased sales of sportswear, dresses, accessories, and footwear,
partially offset by decreased sales in outerwear and men's apparel.
(17)
<PAGE>
Cost of Goods Sold, Buying, and Occupancy
Cost of goods sold, buying, and occupancy expenses expressed as a percent-
age of sales decreased 1.5% in Fiscal 1999 as compared to the prior year.
Cost of goods sold as a percentage of sales decreased 1.1% in Fiscal 1999
as compared to Fiscal 1998. The decrease was primarily due to customer
response to the Company's merchandise offerings, which resulted in lower
merchandise markdowns as compared to the prior year. Increased markdowns
on sales of the remaining men's merchandise had a marginally negative
effect on gross margin. Buying and occupancy expenses as a percentage of
sales decreased 0.4% in Fiscal 1999 as compared to the prior year as a
result of a reduction in store occupancy expenses, primarily depreciation
and utility costs.
Cost of goods sold, buying, and occupancy expenses expressed as a percent-
age of sales decreased 1.2% in the fourth quarter of Fiscal 1999 as
compared to the corresponding period of Fiscal 1998. This decrease was
attributable to improvements in gross margins as a result of the elimi-
nation of men's merchandise from the Company's stores and a reduction in
inventory shrinkage costs. Buying and occupancy expenses in the fourth
quarter of Fiscal 1999 and the fourth quarter of Fiscal 1998 were constant
as a percent of sales.
Cost of goods sold, buying, and occupancy expenses expressed as a percent-
age of sales decreased 1.0% in Fiscal 1998 as compared to Fiscal 1997. The
Company's cost of goods sold in relation to sales was constant in Fiscal
1998 as compared to Fiscal 1997. Buying and occupancy expenses decreased
as a percentage of sales in Fiscal 1998 as compared to the prior year as a
result of reductions in distribution center operating expenses, lower store
depreciation expense, and decreases in store occupancy expenses.
Cost of goods sold, buying, and occupancy expenses expressed as a percent-
age of sales decreased 0.5% in the fourth quarter of Fiscal 1998 as
compared to the corresponding period of Fiscal 1997. The decrease as a
percentage of sales was attributable to improvements in both merchandise
gross margins and buying and occupancy expenses expressed as a percentage
of sales. Cost of goods sold in the fourth quarter of Fiscal 1998
decreased as a percentage of sales as compared to the corresponding period
of Fiscal 1997. This decrease was a result of improved sales in higher
margin categories. Buying and occupancy expenses decreased as a percentage
of sales in the fourth quarter of Fiscal 1998 as compared to the fourth
quarter of Fiscal 1997. The decrease resulted primarily from reductions in
distribution center operating expenses, store depreciation, and merchan-
dising payroll expenses, which were partially offset by increased store
occupancy expenses.
(18)
<PAGE>
Selling, General, and Administrative
Selling, general, and administrative expenses expressed as a percentage of
sales increased 0.9% in Fiscal 1999 as compared to Fiscal 1998. This
increase was primarily attributable to increased advertising expenses as a
result of the Company's new television and radio campaign and the impact of
Federal minimum wage legislation on store operations.
Selling, general, and administrative expenses expressed as a percentage of
sales decreased 0.9% in Fiscal 1998 as compared to Fiscal 1997. This was
primarily attributable to the closing of underperforming stores during
Fiscal 1997 and administrative expense reductions as part of the Company's
expense reduction initiative. These reductions were partially offset by
the impact of Federal minimum wage legislation. Selling expenses for Fis-
cal 1998 were adversely impacted by higher levels of delinquencies within
the Company's securitized proprietary credit card receivables portfolio.
This adverse impact was partially offset by reduced expenses related to the
servicing of the credit card operations.
Restructuring Charge
1998 STORE RESTRUCTURING AND ELIMINATION OF MEN'S MERCHANDISE FROM THE COM-
PANY'S FASHION BUG STORES
On March 5, 1998, the Company's Board of Directors approved a restructuring
plan that resulted in a pre-tax charge of $34,000,000. The plan was
approved in conjunction with the decision to eliminate men's merchandise
from the Company's stores. To-date, 52 stores have been closed, with an
additional 19 scheduled for closing in Fiscal 2000. In addition, 30 stores
have been downsized, with an additional 70 stores scheduled for downsizing
in Fiscal 2000. Elimination of the men's merchandise from the stores was
completed in October 1998, the balance of the men's inventory has been
sold, and the selling space used for men's merchandise has been remer-
chandised.
The restructuring charge included a $10,000,000 non-cash write-down of
store fixtures and improvements, and accruals of $11,400,000 for termina-
tions and amendments of store leases, $8,300,000 for the renovation of
vacated store space, and $4,300,000 for other costs, including severance
for approximately 650 employees. As of January 30, 1999, the following
payments had been charged against the accruals: $3,305,000 for lease
terminations and amendments, $2,766,000 for renovations, and $751,000 for
severance for approximately 400 employees and other costs.
(19)
<PAGE>
The Company expects that the elimination of men's merchandise will allow
for further development of product categories more closely related to its
existing women's apparel businesses. The Company continues to focus on the
development and expansion of its junior apparel and other women's apparel
businesses. These businesses are expected to yield improved sales and
gross margin productivity as compared to the men's merchandise.
1998 DISTRIBUTION CENTER RESTRUCTURING
On December 10, 1998, the Company's Board of Directors approved a plan to
close the Company's Bensalem, Pennsylvania distribution center. This plan
was approved in conjunction with the decision to consolidate the Company's
distribution center operations in the Company's Greencastle, Indiana dis-
tribution center. The plan resulted in a pre-tax restructuring charge of
$20,246,000. The closing of the Bensalem distribution center is expected
to result in annual operating cost savings of approximately $2,800,000.
The restructuring charge included a $17,969,000 write-down of the cost of
the Bensalem facilities to a net realizable value of $5,662,000, based on
an independent appraisal. The Bensalem distribution center closed on
December 10, 1998, and the facilities were being held for sale as of Jan-
uary 30, 1999. In April 1999, the Company sold one of the two buildings
that comprised the Bensalem, Pennsylvania distribution center. In addi-
tion, an agreement for sale of the remainder of the Bensalem facilities is
pending and is subject to the buyer obtaining financing. The restructuring
charge also included accruals of $1,556,000 for severance costs resulting
from a workforce reduction of approximately 100 employees and $721,000 for
other non-recurring costs relating to the closure. As of January 30, 1999,
severance costs of $981,000 for 95 employees and other costs of $26,000 had
been charged against the accrual. At the present time, management does not
expect any change in the estimated costs to consolidate the Company's
distribution center facilities.
Non-recurring Gain From Asset Securitization
The Company securitizes all of its private label credit card receivables in
the public and private markets. In each securitization, credit card
receivables are transferred to a trust, which issues certificates repre-
senting ownership interest in the trust to institutional investors. The
Company retains a participation interest in the trust, reflecting the
excess of the total amount of receivables transferred to the trust over the
portion represented by certificates sold to investors. The Company is
subject to certain recourse provisions in connection with securitizations
entered into prior to January 1, 1997 and has established reserves relating
to these provisions.
(20)
<PAGE>
In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities." SFAS
No. 125 establishes the accounting for certain financial asset transfers,
including securitization transactions. The Company adopted the provisions
of this statement in January 1997. For transfers that result in the recog-
nition of a sale, SFAS No. 125 requires that assets obtained and
liabilities incurred by transferors are to be measured at fair value. In
conjunction with the sale of $83,500,000 of credit card receivables during
Fiscal 1998, the Company evaluated the fair value of its participation
interest and related recourse provisions in these securitizations. As a
result of such evaluation, the Company recognized a non-recurring gain of
$13,018,000 in Fiscal 1998.
Interest Expense
Interest expense decreased in Fiscal 1999 as compared to Fiscal 1998 as a
result of the Company's repurchase during Fiscal 1999 of $18,637,000 aggre-
gate principal amount of its 7.5% Convertible Subordinated Notes due 2006.
Interest expense increased in Fiscal 1998 as compared to Fiscal 1997 as a
result of an increase in the average amount of long-term debt outstanding.
The average amount of long-term debt outstanding was $138,138,000 in Fiscal
1998 as compared to $105,140,000 in Fiscal 1997. The impact of this
increase was partially offset by a reduction in the average interest rate
on the combined debt from 8.67% in Fiscal 1997 to 7.5% in Fiscal 1998. The
primary reason for this increase in principal and reduction in rate was the
issuance in July 1996 of $138,000,000 aggregate principal amount of 7.5%
Convertible Subordinated Notes due 2006 (the "Notes"). These Notes were
issued, in part, to repay the outstanding principal balance of term loans
incurred in November 1995.
Income Tax Expense (Benefit)
The income tax benefit for Fiscal 1999 was $10,854,000, resulting in a
(35.0%) effective tax rate, as compared to a $10,088,000 income tax expense
for Fiscal 1998, resulting in a 34.3% effective tax rate. The change in
the effective tax rate is primarily attributable to decreases in state and
foreign income taxes and an increase in non-deductible permanent differ-
ences relating to certain Company-owned life insurance policies.
(21)
<PAGE>
The income tax expense and effective tax rate for Fiscal 1998 compares with
a $2,683,000 income tax benefit, resulting in a (27.1)% effective tax rate
for Fiscal 1997. The change in the effective tax rate is primarily attri-
butable to an increase in state income taxes, a decrease in foreign income
taxes, and a decrease in non-deductible permanent differences relating to
certain Company-owned life insurance policies (see "Item 8. Financial
Statements and Supplementary Data; Notes to Consolidated Financial State-
ments - Income Taxes" below).
Performance Analysis
The following ratios measure the Company's overall performance as shown by
the return on average stockholders' equity and return on average total
assets.
<TABLE>
<CAPTION>
Fiscal Fiscal Fiscal
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Including Restructuring Charges and
Non-recurring Gains:
Net return on average stockholders' equity.. (5.0)% 4.6% (1.7)%
Net return on average total assets.......... (2.9)% 2.7% (1.0)%
Excluding Restructuring Charges and
Non-recurring Gains:
Net return on average stockholders' equity.. 3.7% 2.6% (1.7)%
Net return on average total assets.......... 2.2% 1.5% (1.0)%
</TABLE>
FINANCIAL CONDITION
Liquidity and Capital Resources
The Company's primary sources of working capital are cash flow from oper-
ations, its proprietary credit card receivables securitization agreements,
its long-term investment portfolio, and its $150 million revolving credit
facility described below. The Company considers, and currently uses for
internal management purposes, the following measures of liquidity and capi-
tal resources:
<TABLE>
<CAPTION>
Fiscal Fiscal Fiscal
(dollars in thousands) 1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Working capital.............. $192,274 $163,208 $224,144
Cash provided by
operating activities....... 63,371 83,484 131,399
Current ratio................ 2.1 2.1 2.6
Debt to equity ratio......... 31.2% 33.1% 32.8%
</TABLE>
(22)
<PAGE>
The Company's cash flow from operations decreased $20.1 million in Fiscal
1999 as compared to Fiscal 1998. The decrease resulted primarily from the
following: (i) payments related to the two restructurings (see "RESULTS OF
OPERATIONS -- Restructuring Charge" above); (ii) a smaller decrease in
inventories, net of accounts payable, in Fiscal 1999 as compared to Fiscal
1998; (iii) net payments for income taxes; and (iv) payments of accrued
expenses.
Cash flow from operations decreased $47.9 million in Fiscal 1998 as com-
pared to Fiscal 1997. The primary reason for this decrease was a reduction
in income tax refunds received, a smaller decrease in the net investment in
inventory, and an increase in prepaid assets. An increase in income, net
of the non-recurring gain from asset securitization, and an increase in
accrued expenses partially offset the decrease in cash flow from opera-
tions.
In July 1996, the Company completed a public offering of $138 million
aggregate principal amount of 7.5% Convertible Subordinated Notes due 2006
(the "Notes"). The Notes are convertible into shares of the Company's Com-
mon Stock at a conversion price of $7.46 per share. The Notes are redeem-
able, at the Company's option, at declining redemption prices starting at
103.75% of principal and decreasing to 100% after July 15, 2005. Holders
of the Notes may require the Company to repurchase some or all of the Notes
under certain circumstances involving a change in control of the Company.
During Fiscal 1999, the Company repurchased $18.6 million aggregate princi-
pal amount of the Notes, which had a net carrying value of $18.3 million as
of the date of purchase, at a total cost of $17.8 million. The net gain on
the repurchases was not material. Subsequent to January 30, 1999, the
Company repurchased an additional $23.3 million aggregate principal amount
of the Notes at a total cost of $21.0 million. The Company will continue
to evaluate market conditions to determine if additional Notes will be
repurchased during Fiscal 2000. The Company has debt maturity payments of
$16,000 in Fiscal 2000.
In November 1997, the Company's Board of Directors ("the Board") approved
the repurchase of up to 10,000,000 shares of the Company's Common Stock.
Subsequent to January 30, 1999, the Board approved the repurchase of up to
10,000,000 additional shares. Shares repurchased will be held as treasury
stock available for use under the Company's employee benefits program or
for other corporate purposes. During Fiscal 1999, the Company purchased
3,130,000 shares at an aggregate cost of $14,023,000. During Fiscal 1998,
the Company purchased 5,580,000 shares at an aggregate cost of $25,382,000.
The Company will continue to evaluate market conditions to determine if
additional shares will be repurchased during Fiscal 2000.
(23)
<PAGE>
The Company has an agreement with a commercial finance company to provide a
revolving credit facility with a maximum availability of $150,000,000,
subject to limitations based upon eligible inventory. The primary purpose
of the facility, which expires June 1, 2000, is to enable the Company to
issue letters of credit for overseas purchases of merchandise as well as to
provide for seasonal cash borrowings. The facility is secured by merchan-
dise inventory, furniture and fixtures within retail stores, and certain
other Company assets. As of the end of Fiscal 1999, the availability under
the facility was approximately $81,210,000, against which the Company had
outstanding letters of credit of $23,693,000. There were no cash borrow-
ings outstanding under the agreement as of the end of Fiscal 1999. The
agreement requires that, among other things, the Company maintain a minimum
net worth of $300,000,000 and not pay dividends on its Common Stock.
The Company has formed a trust to which it has transferred, at face value,
its interest in receivables created under the Company's proprietary credit
card program. The Company, together with the trust, has entered into vari-
ous agreements whereby it can sell, on a revolving basis, interests in
these receivables for a specified term. When the revolving period ter-
minates, an amortization period begins whereby the principal payments are
made to the party with whom the trust has entered into the securitization
agreement. The Company securitized $360,686,000 and $376,885,000 of credit
card receivables in Fiscal 1999 and Fiscal 1998, respectively, and had
$280,723,000 of credit card receivables under securitizations outstanding
as of January 30, 1999, of which the Company retained an interest equal to
$56,559,000 (see "Item 8. Financial Statements and Supplementary Data;
Notes to Consolidated Financial Statements - Asset Securitization" below).
As these agreements mature, the Company intends to enter into additional
agreements to maintain its receivables securitization program. The Company
has financing arrangements in place with a securitized lender through Octo-
ber 1999 to cover its financing requirements pending the execution of such
additional agreements.
These securitization agreements improve the overall liquidity of the Com-
pany and lessen the effect of interest rate volatility by providing short-
term sources of funding. The agreements provide for the Company to con-
tinue to service the credit card receivables and control credit policies.
This control allows the Company to fund continued credit card receivable
growth and to provide the appropriate customer service and collection
activities. Accordingly, its relationship with its credit card customers
is not affected by these agreements.
(24)
<PAGE>
The terms of certain of the Company's securitizations require the Company
to maintain a certain level of assets, retained by the trust, to absorb
potential credit losses. The amounts available to absorb potential credit
losses were included in available-for-sale securities and were $13,769,000
and $12,750,000 as of January 30, 1999 and January 31, 1998, respectively,
which were held in a cash collateral account. In the event of deteriora-
tion in the performance of the credit card receivables portfolio, the Com-
pany will be required to increase its contribution to the cash collateral
account through distributions otherwise due to the Company from the trust.
Management does not believe that such events will have a material adverse
effect on the Company.
If such securitization agreements were to become unavailable to the Company
or prohibitively expensive, this could have a material adverse effect on
the Company's results of operations and financial position. The Company
receives loan servicing proceeds from the Charming Shoppes Master Trust
representing income from credit card finance charge income and fees in
excess of interest paid to certificate holders, credit losses, and other
expenses. As a result, although the Company's securitization agreements
provide for the Company to continue to service the credit card receivables
and control credit policy, a significant decrease in loan servicing pro-
ceeds could have a material adverse effect on the Company's results of
operations. A significant decrease in loan servicing proceeds could result
from increases in interest paid to certificate holders, credit losses, or
other expenses.
At January 30, 1999, the Company had $13,769,000 of receivables from the
credit card securitizations and $56,559,000 of Charming Shoppes Master
Trust Certificates, collectively, which will be available first and fore-
most to satisfy the claims of its creditors, including certain claims of
investors in the Charming Shoppes Master Trust. The providers of the
credit enhancements and trust investors have no other recourse to the
Company. The Company does not receive collateral from any party to the
securitization, and the Company does not have any risk of counterparty non-
performance.
The Company has historically entered into interest-rate swap and interest-
rate cap agreements to reduce the impact of increases in interest rates on
the Company's floating-rate credit card securitizations. The Company has
entered into interest-rate cap agreements with an aggregate notional amount
of $243.5 million as of the end of Fiscal 1999. The Company had no
interest-rate swap agreements in effect during Fiscal 1999, Fiscal 1998, or
Fiscal 1997 (see "Item 8, Financial Statements and Supplementary Data;
Notes to Consolidated Financial Statements - Derivative Financial
Instruments Held For Purposes Other Than Trading" below).
(25)
<PAGE>
Capital expenditures amounted to $32.4 million, $22.0 million, and $11.8
million in Fiscal 1999, 1998, and 1997, respectively. In Fiscal 1999, such
expenditures were primarily for leasehold improvements and fixtures for new
stores, the remodeling and fixturing of existing retail stores, investments
in systems technology, and investments in loss prevention equipment. In
Fiscal 1998, such expenditures were for leasehold improvements and fixtures
for new stores, the remodeling and fixturing of existing stores, the acqui-
sition of leases for stores opened during Fiscal 1999, and investments in
loss prevention equipment and systems technology. In Fiscal 1997, such ex-
penditures were primarily for remodeling and fixturing of existing retail
stores.
During Fiscal 2000, the Company anticipates capital expenditures of approx-
imately $37 million, which are intended principally for (i) construction
and fixturing of new stores, (ii) remodeling and fixturing of existing re-
tail stores, (iii) investment in management information systems technology,
and (iv) expansion of the Greencastle, Indiana distribution center. The
Company plans to open approximately 100 new stores during Fiscal 2000. It
is anticipated that the funds required for capital expenditures will be
financed principally through internally generated funds.
During Fiscal 1999, the Company recorded total restructuring charges of
$54.2 million (see "Results of Operations -- Restructuring Charge" above,
and "Item 8. Financial Statements and Supplementary Data; Notes to Consoli-
dated Financial Statements -- Restructuring Charge" below). As of January
30, 1999, the Company had approximately $18.4 million of accrued, unpaid
restructuring costs. These costs, the majority of which are expected to be
paid by the end of Fiscal 2000, are included in current liabilities. It is
anticipated that the funds required for payments of the accrued restruc-
turing costs will be financed principally through internally generated
funds.
The Company has not paid cash dividends since Fiscal 1996. On October 2,
1995, the Company's Board of Directors announced an indefinite suspension
of dividends on the Company's Common Stock. In addition, the Company's
revolving credit facility (discussed above) requires the Company to refrain
from paying dividends on its Common Stock during the term of such
agreement.
The Company believes that cash flow from operations, its proprietary credit
card receivables securitization agreements, its long-term investment port-
folio, and its $150 million revolving credit facility are sufficient to
support current operations.
(26)
<PAGE>
Impact of Year 2000
For many years, dates have been stored in computer systems with two digit
rather than four digit years. The Year 2000 computer problem occurs when a
computer system cannot properly recognize dates stored with two digit years
beyond 1999. Calculations may inaccurately interpret a date stored in a
format of "00" as the year 1900 rather than 2000, resulting in improper
computations, execution of faulty logic, or outright computer system fail-
ure. Systems must be remediated and tested in order to minimize the
potential for failure caused by the Year 2000 computer calculation.
The Company uses computer equipment and software in its retailing oper-
ations to supply stores with products for sale, process customer
transactions, including credit transactions, and to record and report its
financial condition and results of operations. Since 1997, the Company has
been implementing a comprehensive program to correct its computer systems,
equipment, and facilities so that they will be Year 2000 compliant. The
Company has also communicated with its important suppliers of merchandise
and services to ensure that they are addressing their Year 2000 issues.
An Executive Oversight Committee, made up of the Company's General Counsel,
Corporate Director of Human Resources, and Chief Financial Officer, over-
sees the Company's overall Year 2000 initiatives. The committee is
implementing a comprehensive Year 2000 readiness program, which has been
adopted by all business units of the Company. Individual department heads
have assigned resources to this program to coordinate and manage Year 2000
readiness within and among the Company's departments and to evaluate the
state of Year 2000 readiness of outside vendors and suppliers. The
Company's Corporate Audit Department facilitates the implementation of the
Year 2000 readiness program by identifying and reporting outstanding issues
to the committee for resolution, administering vendor compliance programs,
and monitoring the progress of each business unit. The Company's Year 2000
readiness program is currently on schedule. Internal resources and outside
consultants are being used to implement the Year 2000 readiness program.
The Year 2000 readiness program consists of five phases:
(a) Standardization: The development of a set of policies, guidelines, and
standards to be used during the Year 2000 readiness program. Examples of
these include standard date routines to be used in computer programs,
standard test plans to be used for testing all systems, and guidelines for
migrating a tested system into the production environment. These policies,
guidelines, and standards are designed to ensure that a consistent approach
is followed by all personnel in implementing the Year 2000 readiness
program.
(27)
<PAGE>
(b) Evaluation: The identification and evaluation of the Company's business
systems so as to determine the method by which the systems will be made
Year 2000 compliant. All these systems are prioritized for attention based
on usage of dates, the extent to which they are critical to the Company's
business, and the likelihood of failure.
(c) Remediation: The development of a remediation strategy for each system.
Strategies include system replacement, remediation of existing systems, and
coordination with the supplying vendor to provide a version that is Year
2000 compliant.
(d) End-to-End Testing: The development and implementation of a testing
strategy and test plan for each system. Testing is designed to cover all
significant transition dates, and includes testing within and among sys-
tems, as well as data communications with critical vendors.
(e) Contingency Planning: The development of contingency plans if the Com-
pany does not successfully complete significant portions of its Year 2000
readiness program or if the critical vendors are not Year 2000 compliant.
Corporate Business Systems
The Company has been implementing its Year 2000 readiness program for
corporate business systems since 1997. These systems include all mainframe
and non-mainframe systems and software, the corporate computing infra-
structure and network of hardware and software, desktop equipment, and
software, and external and internal communication software and equipment.
Third-party software, along with in-house developed systems, are included
within the scope of the Company's Year 2000 readiness program. These cor-
porate business systems are located at the Company's headquarters in
Bensalem, Pennsylvania, its distribution center in Greencastle, Indiana,
and its private label credit card operations in Miami Township, Ohio. They
are also located in the Company's 1,135 stores located in 44 states, its
factory operations in the Dominican Republic, and its international oper-
ations in Hong Kong, Singapore, and Shanghai.
The standardization and evaluation phases covering these corporate business
systems have been completed. The remediation and end-to-end testing phases
are currently being implemented. The remediation phase for the Company's
mainframe systems is complete. The remediation phase for the Company's
non-mainframe systems is approximately 90% complete and is also scheduled
for completion during the second quarter of Fiscal 2000. The remediation
phase of the Company's in-store systems has been completed. Comprehensive
test plans have been established for each corporate business system. The
end-to-end testing phase commenced during the fourth quarter of Fiscal 1999
and is scheduled for completion during the second quarter of Fiscal 2000.
(28)
<PAGE>
The Company's private label credit card organization is monitored and reg-
ulated by the office of the Comptroller of the Currency. The Comptroller
has performed quarterly Year 2000 reviews of this organization since the
first quarter of Fiscal 1999 and is scheduled to do so through Fiscal 2000.
This organization has two separate system components, namely, internal
credit systems and a third-party credit card processing system used for all
primary functions of the private label credit card program. The stan-
dardization and evaluation phases have been completed with respect to the
internal credit systems. The remediation phase with respect to these sys-
tems is scheduled for completion during the first quarter of Fiscal 2000.
The end-to-end testing phase is scheduled to commence during the first
quarter of Fiscal 2000 and is scheduled for completion during the second
quarter of Fiscal 2000. The Company is regularly monitoring the progress
of its third-party credit processor in achieving Year 2000 compliance.
Based on information provided to the Company by that third-party processor,
the standardization and evaluation phases with respect to the third-party
credit card processing system have been completed and the remediation phase
is substantially complete. The third-party processor expects the remedia-
tion phase to be completed during the first quarter of Fiscal 2000.
Similarly, testing of the third-party credit card processing system has
commenced and is scheduled for completion during the second quarter of
Fiscal 2000.
Embedded Technologies
Embedded technologies refer to any equipment or machinery that relies on a
computer chip or microprocessor in order to operate. Examples include
office systems, such as fax machines and photocopiers; building systems,
such as elevators, lighting, security systems, and environmental control
units; and business communication systems, such as data switching equipment
and telephone exchange equipment. Certain microprocessors within such
equipment may fail if they cannot properly recognize dates into the Year
2000.
The Company uses various technologies and computer controlled equipment in
the operation of its corporate and stores facilities. This equipment
includes security monitoring systems; primary and back-up power supply
systems; energy management systems; elevators; and office equipment. Some
of this equipment may contain embedded chip technology that may be affected
by the Year 2000 issue. The Company has taken an inventory of all such
equipment and has begun discussions with vendors who supply and/or support
such technology and equipment to assess the sensitivity of these systems
and equipment to the Year 2000 issue. In conjunction with the Corporate
Audit Department's program of auditing vendor preparedness for Year 2000,
the Company will be obtaining assurances from these vendors and, to the
extent possible, testing these systems to ensure Year 2000 compliance.
Private Branch Exchanges at the Company's Bensalem, Pennsylvania corporate
(29)
<PAGE>
facilities are Year 2000 compliant. Telecommunication software at the
Company's corporate headquarters is in the process of being upgraded and is
scheduled for completion during the second quarter of Fiscal 2000.
Distribution Center ("DC") Computer Systems
The Company's Distribution Center, located in Greencastle, Indiana, uses a
variety of computer systems and embedded technology equipment for its
day-to-day operations. Shop floor machinery, interacting with complex
computer systems, monitors, processes, and controls plant processes and
material movement. Automated equipment includes conveyor systems, palleti-
zers, sorters, scales, and radio frequency devices. Vendors have supplied
software and equipment, which have been heavily customized for the Com-
pany's DC configuration. The Company is working with appropriate DC system
vendors to perform all necessary Year 2000 remediation and testing ser-
vices. The standardization and evaluation phases covering the DC systems
have been completed. The remediation phase is currently being implemented,
and it is anticipated that the Company's vendors will deliver Year 2000
compliant systems to the Company in several stages between the first
quarter of Fiscal 2000 and the third quarter of Fiscal 2000.
Vendors and Suppliers
The Company has initiated a formal communication program with significant
vendors to evaluate their Year 2000 compliance, and will be assessing their
responses to the Company' Year 2000 readiness questionnaire. Comprehensive
mailings were made during the fourth quarter of Fiscal 1998. Question-
naires may be followed up with telephone interviews, and where necessary,
audits are being performed by the Company's Corporate Audit Department.
The Company cannot assure timely compliance of vendors and may be adversely
affected by the failure of a significant vendor to supply merchandise or
services due to Year 2000 compliance failures. Although the Company values
its relationship with significant vendors, it may use an alternative vendor
if it determines that a particular vendor is unlikely to be Year 2000
compliant.
Costs
The total cost of the Company's Year 2000 readiness program is estimated at
$6.6 million, of which approximately $1.3 million is for replacement
systems and the remainder is for remediation and upgrade costs. To-date,
$2.4 million of Year 2000 costs have been incurred, of which $2.1 million
were incurred in Fiscal year 1999. The Company expects to fund the
estimated balance of $4.2 million for its Year 2000 readiness program from
(30)
<PAGE>
operating cash flows. The Company does not anticipate delaying any
significant information technology projects as a result of the Company's
Year 2000 compliance effort. Estimated future expenditures are not
expected to have a material adverse effect on the Company's financial
position, results of operations, or cash flows.
Year 2000 Risk Assessment and Year 2000 Contingency Planning
The Company is a retailer of women's apparel, and does not rely on a single
customer for any significant amount of sales. The Company does not sell
products which use computer systems, embedded chip technology, or other
devices that may be sensitive to dates.
If the Company does not complete a significant portion of its Year 2000
readiness program in a timely fashion, its financial condition may be
materially adversely impacted. However, management does not consider the
possibility of such an occurrence to be likely at the present time. The
Company anticipates that the most reasonably likely worst case scenarios
include, but are not limited to, loss of communications to the stores, loss
of utilities, and the inability to process customer transactions or engage
in normal business activity. The Company is in the process of developing a
Year 2000 contingency plan, which is scheduled for completion during the
third quarter of Fiscal 2000. Despite such contingency plans, the Company
may be adversely affected by the failure of significant third-party vendors
to become Year 2000 compliant.
Projected completion dates and the estimated costs of the Company's Year
2000 readiness program are based on management's best estimates for future
events and are forward-looking statements that may be updated as additional
information becomes available. Such forward-looking statements are subject
to various risks and uncertainties that could cause actual results to
differ materially from those indicated. Such risks and uncertainties may
include, but are not limited to, the ability of the Company, its critical
vendors, and service providers to complete Year 2000 compliance remediation
in a timely fashion, the ability to identify and correct all relevant com-
puter codes and embedded chips, delay in the rendition of remediation
services provided by third parties, and disruptions to operations as a
result of Year 2000 compliance issues. Readers are cautioned that forward-
looking statements contained herein should be read in conjunction with the
Company's disclosures in "Part I, Item 1 -- Business: Cautionary Statements
for Purposes of the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995."
(31)
<PAGE>
Market Risk
The Company manages its own private label credit card program through vari-
ous operating entities that are wholly owned by the Company. The primary
activity of these entities is to service the private label credit card
portfolio, the balances of which were sold under a credit card securitiza-
tion program. Under the securitization program, the Company may be exposed
to fluctuations in interest rates to the extent that a portion of the
investor certificates are floating-rate instruments.
The Company manages its interest rate risk through the use of derivative
instruments. The Company regularly monitors interest rate fluctuations and
business implications surrounding interest rate changes, especially related
to the management of its private label credit card program, which is
securitized. As of January 30, 1999, the Company had rate exposure to
floating-rate instruments representing approximately $84 million, or 29% of
all securitized assets under the program. The Company has entered into
certain interest rate cap agreements that protect the Company's securiti-
zation master trust if interest rates were to exceed 9% and 12%. To the
extent that short-term interest rates were to increase by one percentage
point by the end of Fiscal 2000, an increase of approximately $936,000 in
selling, general, and administrative expenses would result.
The Company is not subject to material foreign exchange risk, as the Com-
pany's foreign transactions are U. S. Dollar-denominated and the Company's
foreign operations do not constitute a material part of its business.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
See "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Market Risk," above.
(32)
<PAGE>
Item 8. Financial Statements and Supplementary Data
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
Stockholders and Board of Directors
Charming Shoppes, Inc.
We have audited the accompanying consolidated balance sheets of Charming
Shoppes, Inc. and subsidiaries as of January 30, 1999 and January 31, 1998,
and the related consolidated statements of operations, stockholders'
equity, cash flows, and comprehensive income (loss) for each of the three
fiscal years in the period ended January 30, 1999. These financial
statements are the responsibility of the Company's management. Our respon-
sibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial state-
ments. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Charming
Shoppes, Inc. and subsidiaries at January 30, 1999 and January 31, 1998,
and the consolidated results of their operations and their cash flows for
each of the three fiscal years in the period ended January 30, 1999, in
conformity with generally accepted accounting principles.
As discussed in the Notes to Consolidated Financial Statements, the Company
changed its method of accounting for asset securitizations as of January 1,
1997.
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
March 9, 1999
(33)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
January 30, January 3l,
(dollars in thousands except per share amounts) 1999 1998
---- ----
<S> <C> <C>
ASSETS
Current Assets
Cash and Cash Equivalents............................ $ 43,789 $ 12,349
Available-for-Sale Securities [including fair
value adjustments of $19 as of January 30,
1999 and $37 as of January 31, 1998]............... 100,743 84,909
Merchandise Inventories.............................. 171,327 175,785
Deferred Taxes....................................... 15,194 863
Prepayments and Other................................ 30,487 31,975
-------- --------
Total Current Assets................................. 361,540 305,881
-------- --------
Property, Equipment and Leasehold
Improvements - at Cost............................. 391,152 443,017
Less: Accumulated Depreciation and Amortization...... 236,569 257,013
-------- --------
Net Property, Equipment and Leasehold Improvements... 154,583 186,004
-------- --------
Available-for-Sale Securities [including fair value
adjustments of $389 as of January 30, 1999 and
$474 as of January 31, 1998]....................... 145,882 207,191
Other Assets......................................... 22,644 10,662
-------- --------
Total Assets......................................... $684,649 $709,738
======== ========
</TABLE>
[FN]
See Notes to Consolidated Financial Statements.
</FN>
(34)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Continued)
<TABLE>
<CAPTION>
January 30, January 31,
(dollars in thousands except per share amounts) 1999 1998
---- ----
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable..................................... $ 61,806 $ 53,623
Accrued Expenses..................................... 84,444 82,911
Income Taxes Payable................................. 4,552 6,123
Accrued Restructuring Expenses....................... 18,448 0
Current Portion - Long-Term Debt..................... 16 16
-------- --------
Total Current Liabilities............................ 169,266 142,673
-------- --------
Deferred Taxes....................................... 12,336 12,139
Long-Term Debt....................................... 119,475 138,116
Stockholders' Equity
Common Stock $.10 par value
Authorized - 300,000,000 shares
Issued - 106,830,596 shares and 106,249,385 shares. 10,683 10,625
Additional Paid-In Capital........................... 64,924 64,019
Treasury stock at cost - 8,710,000 shares and
5,580,000 shares.................................. (39,405) (25,382)
Deferred Employee Compensation....................... (1,051) (1,073)
Accumulated Other Comprehensive Income............... 267 332
Retained Earnings.................................... 348,154 368,289
-------- --------
Total Stockholders' Equity........................... 383,572 416,810
-------- --------
Total Liabilities and Stockholders' Equity........... $684,649 $709,738
======== ========
</TABLE>
[FN]
See Notes to Consolidated Financial Statements.
</FN>
(35)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended
(in thousands except January 30, January 31, February 1,
per share amounts) 1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Net Sales............................ $1,035,160 $1,016,537 $1,016,297
Other Income......................... 16,003 15,986 7,464
---------- ---------- ----------
Total Revenue........................ 1,051,163 1,032,523 1,023,761
---------- ---------- ----------
Cost of Goods Sold, Buying, and
Occupancy Expenses................. 771,107 772,709 782,671
Selling, General, and
Administrative Expenses............ 246,747 233,020 241,431
Non-recurring Gain from Asset
Securitization..................... 0 (13,018) 0
Restructuring Charge................. 54,246 0 0
Interest Expense..................... 10,052 10,390 9,579
---------- ---------- ----------
Total Expenses....................... 1,082,152 1,003,101 1,033,681
---------- ---------- ----------
Income (Loss) Before Income Taxes.... (30,989) 29,422 (9,920)
Income Tax (Benefit) Expense......... (10,854) 10,088 (2,683)
---------- ---------- ----------
Net Income (Loss).................... $ (20,135) $ 19,334 $ (7,237)
========== ========== ==========
Per Share Data
Net Income (Loss).................... $(.20) $ .18 $(.07)
</TABLE>
[FN]
See Notes to Consolidated Financial Statements.
</FN>
(36)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Treasury Stock
(dollars in thousands) Shares Amount Capital Shares Amount
------ ------ ------- ------ ------
<S> <C> <C> <C> <C> <C>
Balance, February 3, 1996... 103,252,650 $10,325 $54,913 0 $ 0
Issued to Employees, Net.... 475,698 48 2,162
Exercise of Stock Options... 1,741,903 174 6,248
Tax Expense - Employee Stock
Programs.................. (505)
----------- ------- ------- --------- --------
Balance, February 1, 1997... 105,470,251 10,547 62,818 0 0
Issued to Employees, Net.... 286,627 29 (23)
Exercise of Stock Options... 492,507 49 1,302
Purchases of Treasury Stock (5,580,000) (25,382)
Tax Expense - Employee Stock
Programs.................. (78)
----------- ------- ------- --------- --------
Balance, January 31, 1998... 106,249,385 10,625 64,019 (5,580,000) (25,382)
Issued to Employees, Net.... 106,150 11 860
Exercise of Stock Options... 475,061 47 434
Purchases of Treasury Stock. (3,130,000) (14,023)
Tax Expense - Employee Stock
Programs.................. (389)
----------- ------- ------- --------- --------
Balance January 30, 1999.... 106,830,596 $10,683 $64,924 (8,710,000) $(39,405)
=========== ======= ======= ========= ========
</TABLE>
[FN]
See Notes to Consolidated Financial Statements.
</FN>
(37)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Continued)
<TABLE>
<CAPTION>
Accumulated
Deferred Other
Employee Comprehensive Retained
(in thousands) Compensation Income Earnings
------------ ---------- --------
<S> <C> <C> <C>
Balance, February 3, 1996... $(2,414) $ 13 $356,192
Issued to Employees, net.... (2,024)
Amortization................ 2,994
Unrealized Gains [net of
income taxes of ($50)].... 146
Net Loss.................... (7,237)
------- ------- --------
Balance, February 1, 1997... (1,444) 159 348,955
Issued to Employees, net.... (347)
Amortization................ 718
Unrealized Gains [net of
income taxes of ($120)]... 173
Net Income.................. 19,334
------- ------- --------
Balance, January 31, 1998... (1,073) 332 368,289
Issued to Employees, net.... (688)
Amortization................ 710
Unrealized Losses [net of
tax benefit of $38]....... (65)
Net Loss.................... (20,135)
------- ------- --------
Balance, January 30, 1999... $(1,051) $ 267 $348,154
======= ======= ========
</TABLE>
[FN]
See Notes to Consolidated Financial Statements.
</FN>
(38)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended
January 30, January 31, February 1,
(in thousands) 1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Operating Activities
Net Income (Loss)....................... $ (20,135) $ 19,334 $ (7,237)
Adjustments to Reconcile Net Income
(Loss) to Net Cash Provided By
Operating Activities:
Deferred Income Taxes................. (14,099) 5,401 773
Depreciation and Amortization......... 34,381 40,092 45,089
Amortization of Deferred Compensation. 710 718 2,994
Non-recurring Gain from Asset
Securitization...................... 0 (13,018) 0
Write-down of Capital Assets due
to Restructuring.................... 27,969 0 0
(Gain) Loss from Disposition of
Capital Assets...................... 3,139 (2,107) (2,115)
Tax Expense Related to Stock Plans.... (389) (78) (505)
Net Gain on Sale of Available-for-Sale
Securities.......................... (353) (109) 0
Net Gain on Repurchase of Notes....... (466) 0 0
Changes in Operating Assets and
Liabilities:
Income Tax Refund Receivable........ 0 3,836 53,066
Merchandise Inventories............. 4,458 18,192 26,873
Accounts Payable.................... 8,183 (1,878) 15,030
Prepayments and Other............... 1,563 (2,266) 17,842
Accrued Expenses.................... 1,533 9,364 (20,411)
Income Taxes Payable................ (1,571) 6,003 0
Accrued Restructuring Expenses...... 18,448 0 0
--------- --------- ---------
Net Cash Provided By Operating
Activities............................ 63,371 83,484 131,399
--------- --------- ---------
</TABLE>
[FN]
See Notes to Consolidated Financial Statements.
</FN>
(39)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
<TABLE>
<CAPTION>
Year Ended
January 30, January 31, February 1,
(in thousands) 1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Investing Activities
Gross Purchases of Available-for-Sale
Securities............................ $(406,651) $(419,983) $(190,569)
Proceeds from Sales of Available-for-
Sale Securities....................... 452,263 304,189 56,462
Investment in Capital Assets............ (32,369) (22,001) (11,802)
Proceeds from Sales of Capital Assets... 368 3,565 9,141
(Increase) Decrease in Other Assets..... (14,302) 7,908 7,376
--------- --------- ---------
Net Cash Used In Investing
Activities............................ (691) (126,322) (129,392)
--------- --------- ---------
Financing Activities
Purchases of Treasury Stock............. (14,023) (25,382) 0
Proceeds from Exercise of Stock Options. 589 1,602 6,644
Reduction of Long-Term Borrowings....... (17,806) (12) (95,649)
Reduction of Short-Term Borrowings...... 0 0 (761,097)
Proceeds from Long-Term Borrowings...... 0 0 138,000
Proceeds from Short-Term Borrowings..... 0 0 761,097
Underwriting Discounts and Commissions
on Long-Term Borrowings............... 0 0 (4,140)
Decrease in Restricted Cash............. 0 0 7,000
--------- --------- ---------
Net Cash Provided By (Used In) Financing
Activities............................ (31,240) (23,792) 51,855
--------- --------- ---------
Increase (Decrease) in Cash and Cash
Equivalents........................... 31,440 (66,630) 53,862
Cash and Cash Equivalents, Beginning
of Year............................... 12,349 78,979 25,117
--------- --------- ---------
Cash and Cash Equivalents, End of Year.. $ 43,789 $ 12,349 $ 78,979
========= ========= =========
</TABLE>
[FN]
See Notes to Consolidated Financial Statements.
</FN>
(40)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
<TABLE>
<CAPTION>
Year Ended
January 30, January 31, February 1,
(in thousands) 1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Net Income (Loss)....................... $(20,135) $ 19,334 $ (7,237)
-------- -------- --------
Other Comprehensive Income (Loss):
Unrealized Gains on Available-for-Sale
Securities [net of income tax expense
of $86 in 1999, $158 in 1998,
and $50 in 1997]...................... 164 244 146
Reclassification of Realized Gains
on Available-for-Sale Securities
[net of income tax expense of $124 in
1999 and $38 in 1998]................. (229) (71) 0
-------- -------- --------
Total Other Comprehensive Income (Loss),
Net of Taxes.......................... (65) 173 146
-------- -------- --------
Comprehensive Income (Loss)............. $(20,200) $ 19,507 $ (7,091)
======== ======== ========
</TABLE>
[FN]
See Notes to Consolidated Financial Statements
</FN>
(41)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
The Company operates a chain of retail specialty stores located throughout
the continental United States which merchandises moderately priced junior,
misses, large-size, and girls-size sportswear, dresses, coats, lingerie,
accessories, and casual footwear.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its subsidiaries, all of which are wholly owned. All significant
intercompany accounts and transactions are eliminated. The parent and its
subsidiaries have a 52-53 week fiscal year ending on the Saturday nearest
to January 31.
Foreign Operations
The Company uses a December 31 fiscal year for all foreign subsidiaries in
order to expedite the year-end closing.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Cash Equivalents
The Company considers all highly-liquid investments with a maturity of
three months or less when purchased to be cash equivalents. These amounts
are stated at cost, which approximates market value.
Investments
The Company's investments are classified as available-for-sale. These
securities are carried at fair value and unrealized gains and losses are
reported in a separate component of stockholders' equity. The cost of
investments is adjusted for amortization of premiums and the accretion of
discounts to maturity. Such amortization is included in other income.
Realized gains and losses and interest from investments are also included
in other income. The cost of securities sold is based on the specific
identification method. Short-term investments include investments with an
original maturity of greater than three months and a remaining maturity of
less than one year.
(42)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
Inventories
Merchandise inventories are valued at the lower of cost or market as
determined by the retail method (average cost basis).
Property and Depreciation
Depreciation and amortization for financial reporting purposes are princi-
pally computed by the straight-line method over the estimated useful lives
of the assets, or in the case of leasehold improvements, over the lives of
the respective leases. Accelerated depreciation methods are used for
income tax reporting purposes. Depreciation expense was $32,323,000,
$35,307,000, and $39,378,000 in Fiscal 1999, 1998, and 1997, respectively.
Asset Securitizations
In June 1996, the Financial Accounting Standards Board (FASB) issued SFAS
No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities." This statement, which was effective Jan-
uary 1, 1997, establishes the accounting for certain financial asset
transfers, including securitization transactions. As a result of the adop-
tion of SFAS No. 125 in January 1997, the Company recorded as an asset on
the balance sheet the retained rights to future interest income from the
sold credit card receivables that exceed the contractual servicing fee
(i.e., interest-only strips). The Company also recorded a liability on the
balance sheet for the costs of future servicing obligations associated with
the sold credit card receivables. The Company prospectively adopted the
requirements of SFAS No. 125 for the securitization of its proprietary
credit card receivables. Transaction expenses related to securitizations
are deferred and amortized over the reinvestment period of the transaction.
Net securitization income is included as a reduction of selling, general,
and administrative expenses in the accompanying consolidated statements of
operations.
(43)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
Interest Rate Cap Agreements
The Company purchases interest-rate cap agreements that are designed to
limit its exposure to increasing interest rates and are designated as
hedges of its asset-backed certificates issued in connection with its
credit card securitizations. An interest rate cap entitles the Company to
receive a payment from the counterparty equal to the excess, if any, of the
hypothetical interest expense (strike price) on a specified notional amount
at a current market interest rate over an amount specified in the agree-
ment. The only amount the Company is obligated to pay to the counterparty
is an initial premium. The strike price of these agreements exceeds the
current market levels at the time they are entered into. The interest rate
indices specified by the agreements have been, and are expected to be,
highly correlated with the interest rates the Company incurs on its asset-
backed certificates. Payments to be received as a result of the specified
interest rate index exceeding the strike price are accrued in other assets
and are recognized as a reduction of selling, general, and administrative
expenses (the accrual accounting method). The cost of these agreements is
included in other assets and amortized to selling, general, and admin-
istrative expenses ratably during the life of the agreement.
Upon termination of an interest-rate cap agreement, gains attributable to
the market interest rate exceeding the strike rate of the cap are deferred
to the extent it is probable that asset-backed certificates of at least as
much as the notional amount of the terminated cap will remain outstanding.
The deferred gain is included in other liabilities and amortized as a
reduction of selling, general, and administrative expenses over the remain-
ing original contractual life of the agreement. Additional gains or losses
are recognized in earnings. Notional amounts of agreements exceeding the
balance of asset-backed certificates to be outstanding during their terms
are marked to market, with changes in market value recorded in selling,
general, and administrative expenses.
Common Stock Plans
The Company accounts for stock compensation in accordance with Accounting
Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to
Employees," and its related interpretations. Deferred compensation expense
attributable to Employee Stock Option and Stock Incentive Plans is amor-
tized over the required employment period. No compensation expense is
recognized for option plans having an exercise price equal to the market
price on the date of grant or for the Company's Employee Stock Purchase
Plan. The Company has adopted the disclosure requirements of SFAS No. 123,
"Accounting for Stock-Based Compensation."
(44)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
Revenue Recognition
Revenues from merchandise sales are net of returns and allowances, and
exclude sales tax.
Advertising Costs
The Company expenses advertising costs as incurred. Advertising costs
charged to expense were $29,442,000, $22,677,000, and $23,583,000 in Fiscal
1999, 1998, and 1997, respectively.
Income Taxes
The Company uses the liability method of accounting for income taxes as
prescribed by SFAS No. 109, "Accounting for Income Taxes." Under the
liability method, deferred tax assets and liabilities are adjusted to
reflect the effect of changes in enacted tax rates on expected reversals of
financial statement and income tax carrying value differences.
U.S. income taxes have not been provided on undistributed earnings of
foreign subsidiaries accumulated prior to January 30, 1999 because the
Company intends to reinvest such undistributed earnings in the operations.
Presently, income taxes would not be significantly increased if such
earnings were remitted because of available foreign tax credits.
Net Income (Loss) Per Share
Net income (loss) per share is based on the weighted-average number of
common shares outstanding during each fiscal year. Net income per share
assuming dilution is based on the weighted-average number of common shares
and share equivalents outstanding. Common share equivalents include the
effect of dilutive stock options, using the treasury stock method. Share
equivalents are not included in the weighted-average shares outstanding for
determining net loss per share, as the result would be antidilutive.
Comprehensive Income
The Company adopted the provisions of SFAS No. 130, "Reporting Comprehen-
sive Income" as of the beginning of Fiscal 1999. Prior-period amounts have
been reclassified to conform to the current presentation. The consolidated
statements of comprehensive income include transactions from non-owner
sources that affect stockholders' equity.
(45)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
Business Segments and Related Disclosures
The Company adopted the provisions of SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information" as of the end of Fiscal
1999. The Company's Fashion Bug stores operate within a single segment --
retail sales of women's apparel, and within a single geographic area -- the
continental United States. The Company's foreign sourcing operations do
not constitute a material geographic segment.
Impact of Recent Accounting Pronouncements
In March 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position 98-1
("SOP 98-1"), "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." SOP 98-1 requires all costs related to the
development of internal-use software, other than those incurred during the
application development stage, to be expensed as incurred. Costs incurred
during the application development stage are required to be capitalized and
amortized over the estimated useful life of the software. SOP 98-1 is
effective as of the beginning of the Company's fiscal year ending January
29, 2000. Management expects that adoption of SOP 98-1 will not have a
material effect on the Company's consolidated financial statements.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The Company is required to adopt this
statement as of the beginning of the fiscal year ending February 3, 2001.
SFAS No. 133 requires the recognition of all derivative instruments as
either assets or liabilities in the statement of financial position, and
the measurement of those instruments at fair value. The statement also
specifies the conditions under which derivative instruments qualify as
hedging activities, and the accounting for changes in the fair value of
derivatives designated as hedges. The Company currently manages a portion
of its interest rate risk through the use of derivative instruments that
cap a portion of the Company's interest rate risk. Management has not
completed its determination of the effect that SFAS 133 will have on the
Company's consolidated financial statements or financial statement disclo-
sures.
(46)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
<TABLE>
<CAPTION>
Lives
(in thousands) (Years) 1999 1998
----- ---- ----
<S> <C> <C> <C>
Land.......................... $ 2,010 $ 4,014
Buildings and Improvements.... 10 to 33 46,970 67,129
Store Fixtures................ 5 to 10 101,862 100,543
Equipment..................... 3 to 10 116,029 128,338
Leasehold Improvements........ 10 to 20 124,281 142,993
-------- --------
Total at Cost................. 391,152 443,017
Less Accumulated Depreciation
and Amortization............ 236,569 257,013
-------- --------
$154,583 $186,004
======== ========
</TABLE>
AVAILABLE-FOR-SALE SECURITIES
<TABLE>
<CAPTION>
Unrealized Estimated
(in thousands) Cost Gains Losses Fair Value
---- ----- ------ ----------
<S> <C> <C> <C> <C>
January 30, 1999
U. S. Treasury and Government
Agency Bonds........................ $168,693 $424 $ (16) $169,101
Charming Shoppes Master Trust
Certificates........................ 56,559 0 0 56,559
Charming Shoppes Master Trust Note.... 13,769 0 0 13,769
Low Income Housing Partnerships....... 6,849 0 0 6,849
Other................................. 347 0 0 347
-------- ---- ----- --------
$246,217 $424 $ (16) $246,625
======== ==== ===== ========
January 31, 1998
U. S. Treasury and Government
Agency Bonds........................ $233,156 $635 $(124) $233,667
Charming Shoppes Master Trust
Certificates........................ 38,893 0 0 38,893
Charming Shoppes Master Trust Note.... 12,750 0 0 12,750
Low Income Housing Partnerships....... 6,503 0 0 6,503
Other................................. 287 0 0 287
-------- ---- ---- --------
$291,589 $635 $(124) $292,100
======== ==== ==== ========
</TABLE>
(47)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
Gross realized gains and (losses) on available-for-sale securities were
$629,000 and $(276,000), respectively, during Fiscal 1999. Gross realized
gains and (losses) during Fiscal 1998 were $223,000 and $(114,000),
respectively.
Contractual maturities of available-for-sale securities at January 30, 1999
were:
<TABLE>
<CAPTION>
Estimated
(in thousands) Cost Fair Value
---- ----------
<S> <C> <C>
Due in One Year or Less................ $100,723 $100,743
Due After One Year Through Five Years.. 138,645 139,033
-------- --------
239,368 239,776
Equity Securities...................... 6,849 6,849
-------- --------
$246,217 $246,625
======== ========
</TABLE>
INCOME TAXES
Income (loss) before income taxes:
<TABLE>
<CAPTION>
(in thousands) 1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Domestic....... $(34,479) $27,853 $(9,268)
Foreign........ 3,490 1,569 (652)
-------- ------- -------
$(30,989) $29,422 $(9,920)
======== ======= =======
</TABLE>
(48)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
Income tax (benefit) expense:
<TABLE>
<CAPTION>
(in thousands) 1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Current:
Federal...... $ 4,321 $ 6,376 $(3,394)
State........ 692 2,061 583
Foreign...... 192 4 (351)
-------- ------- -------
5,205 8,441 (3,162)
-------- ------- -------
Deferred:
Federal...... (16,019) 2,776 624
State........ 0 (779) (385)
Foreign...... (40) (350) 240
-------- ------- -------
(16,059) 1,647 479
-------- ------- -------
$(10,854) $10,088 $(2,683)
======== ======= =======
</TABLE>
The Company made income tax payments of $5,982,000, $2,000,000, and
$1,367,000 during Fiscal 1999, 1998, and 1997, respectively.
Reconciliation of the effective tax rate with the statutory Federal income
tax rate:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Statutory Federal Income Tax
(Benefit) Rate................ (35.0)% 35.0% (35.0)%
State Income Tax, Net
of Federal Income Tax......... 1.5 2.8 1.3
Foreign Income.................. (3.4) (3.0) 1.2
Employee Benefits............... 1.4 (0.2) 3.1
Other, Net...................... 0.5 (0.3) 2.3
---- ---- ----
(35.0)% 34.3% (27.1)%
==== ==== ====
</TABLE>
(49)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
Components of deferred tax assets and liabilities:
<TABLE>
<CAPTION>
Net Current Net Long-Term
Assets Assets
(in thousands) (Liabilities) (Liabilities)
----------- -----------
<S> <C> <C>
January 30, 1999
Property, Equipment and Leasehold
Improvements......................... $(15,646)
Tax Credit Carryforwards............... 10,268
Accrued Expenses....................... $16,510
Inventory.............................. (4,960)
Deferred Employee Compensation......... 2,333
Prepaid Employee Benefits.............. (972)
Investments............................ (4,059)
Deferred Rent.......................... 2,579
Other.................................. 2,037 (5,232)
------- --------
$15,194 $(12,336)
======= ========
January 31, 1998
Property, Equipment and Leasehold
Improvements......................... $(17,645)
Tax Credit Carryforwards............... 11,722
Accrued Expenses....................... $2,388
Inventory.............................. (7,430)
Deferred Employee Compensation......... 2,333
Prepaid Employee Benefits.............. 1,495
Investments............................ (2,729)
Deferred Rent.......................... 2,783
Other.................................. 1,627 (5,820)
------ --------
$ 863 $(12,139)
====== ========
</TABLE>
Based on the Company's evaluation of its operating plans and history of
earnings, a net deferred tax asset of $2,858,000 is included in the accom-
panying consolidated balance sheet as of January 30, 1999.
At January 30, 1999, the Company had Alternative Minimum Tax and General
Business Credit carryforwards of $10,268,000. The tax credit carryforwards
do not expire.
(50
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
NET INCOME (LOSS) PER SHARE
<TABLE>
<CAPTION>
(in thousands
except per-share amounts) 1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Basic Weighted Average Common Shares
Outstanding....................... 99,441 105,678 104,616
Dilutive Effect of Stock Options.... 0 1,403 0
------ ------- -------
Diluted Weighted Average Common
Shares and Equivalents Outstanding 99,441 107,081 104,616
====== ======= =======
</TABLE>
Options to purchase 6.1 million, 4.0 million, and 3.0 million shares of
Common Stock at a weighted average exercise price of $6.61, $8.49, and
$10.09 per share were outstanding at January 30, 1999, January 31, 1998,
and February 1, 1997, respectively, but were not included in the compu-
tation of diluted net income (loss) per share because the option exercise
prices were greater than the average market price of the Company's Common
Stock. The effect of an assumed conversion of the Company's Convertible
Notes was excluded from the computation of diluted net income (loss) per
share because the effect would have been antidilutive.
Options to purchase 0.7 million and 1.9 million shares of Common Stock at
January 30, 1999 and February 1, 1997, respectively, with exercise prices
below the average market price of the Company's Common Stock, were excluded
from the calculation of diluted net loss per share because the effect would
have been antidilutive.
DEBT
Long-term debt at year end:
<TABLE>
<CAPTION>
(in thousands) 1999 1998
---- ----
<S> <C> <C>
7.5% Convertible Subordinated Notes
Due 2006............................. $119,363 $138,000
Other.................................. 128 132
-------- --------
Total Long-Term Debt................... 119,491 138,132
Less Current Portion................... 16 16
-------- --------
$119,475 $138,116
======== ========
</TABLE>
(51)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
The 7.5% Convertible Subordinated Notes (the "Notes") are convertible at
any time prior to maturity into shares of Common Stock of the Company at a
conversion price of $7.46 per share. The Notes are redeemable at the Com-
pany's option, in whole or in part, on or after July 15, 1999, at declining
redemption prices, starting at 103.750% of principal and decreasing to 100%
on or after July 15, 2005. Under certain circumstances involving a change
of control of the Company, holders of the Notes may require the Company to
repurchase all or a portion of the Notes at 100% of the principal amount
plus accrued and unpaid interest, if any. There is no sinking fund for the
Notes.
During the fiscal year ended January 30, 1999, the Company repurchased
$18,637,000 aggregate principal amount of the Notes, which had a net
carrying value of $18,268,000 as of the date of purchase, at a total cost
of $17,802,000. The net gain on the repurchases of the Notes was not
material.
The Company has an agreement with a commercial finance company to provide a
revolving credit facility with a maximum availability of $150,000,000,
subject to limitations based upon eligible inventory. The primary purpose
of the facility, which expires June 1, 2000, is to enable the Company to
issue letters of credit for overseas purchases of merchandise as well as to
provide for seasonal cash borrowings. The facility is secured by merchan-
dise inventory, furniture and fixtures within retail stores, and certain
other Company assets. The interest rate on borrowings is 0.5% above the
Prime rate. There is a fee of .25% on the unused portion of the first
$105,000,000 of the facility, and an annual servicing fee of $100,000. As
of January 30, 1999, the availability under the facility was approximately
$81,210,000, against which the Company had outstanding letters of credit of
$23,693,000. There were no cash borrowings outstanding under the agreement
as of January 30, 1999. The agreement requires that, among other things,
the Company maintain a minimum net worth of $300,000,000 and not pay
dividends on its Common Stock.
During Fiscal 1999, 1998, and 1997, the Company made interest payments of
$9,756,000, $10,361,000, and $9,357,000, respectively.
Aggregate maturities of long-term debt during the next five fiscal years
are: 2000 - $16,000, 2001 - $16,000, 2002 - $96,000, 2003 - $0, and 2004 -
$0.
(52)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
STOCKHOLDERS' EQUITY
The Company's capital consists of 1,000,000 shares of Series Participating
Preferred Stock, $1.00 par value, of which 300,000 shares of Participating
Series A Junior Preferred Stock, $1.00 par value have been authorized; and
300,000,000 shares of Common Stock, $.10 par value.
In November 1997, the Company's Board of Directors ("the Board") approved
the repurchase of up to 10,000,000 shares of the Company's Common Stock.
Shares repurchased will be held as treasury stock available for use under
the Company's employee benefits program or for other corporate purposes.
During Fiscal 1999, the Company purchased 3,130,000 shares at an aggregate
cost of $14,023,000. During Fiscal 1998, the Company purchased 5,580,000
shares at an aggregate cost of $25,382,000.
STOCK OPTION AND STOCK INCENTIVE PLANS
At January 30, 1999, the Company had various stock-based compensation
plans, which are described below. The Company applies APB Opinion No. 25,
"Accounting for Stock Issued to Employees," and related Interpretations in
accounting for its stock plans. Accordingly, no compensation has been
recognized in the financial statements for options issued under such plans
with an exercise price equal to the market price of the Company's Common
Stock at the date of grant. In addition, no compensation expense has been
recognized for shares of stock issued under the Company's Employee Stock
Purchase Plan. Compensation cost recognized in the financial statements
for discounted stock options, restricted stock awards and performance share
awards granted was $709,000, $718,000, and $2,994,000 in Fiscal 1999, 1998,
and 1997, respectively.
(53)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
SFAS No. 123, "Accounting for Stock-Based Compensation," requires pro forma
disclosures of the effect of using fair values at the dates of grant to
determine compensation cost for awards under stock-based compensation
plans. Using the method prescribed under SFAS No. 123 to determine compen-
sation cost for the Company's plans, the Company's net income (loss) and
net income (loss) per share would have changed to the pro forma amounts
shown below:
<TABLE>
<CAPTION>
(in thousands except per-share data) 1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Pro forma net income (loss).......... (21,629) 17,690 (8,281)
Pro forma net income (loss) per share (.22) .17 (.08)
</TABLE>
For purposes of determining the pro forma disclosures, the fair value of
each option grant is estimated on the date of grant using the Black-Scholes
option-pricing model. In applying the Black-Scholes model, the following
assumptions were used: dividend yield of 0%; expected stock price vola-
tility of 37.6%; expected lives of 3 months for the Employee Stock Purchase
Plan, 1 to 3 years for stock award plans, and 6 years for stock option and
stock incentive plans; and the following risk-free interest rates:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Employee stock purchase plan..... 4.7% 5.3% 5.3%
Stock award plans................ 5.1% 5.5% 5.5%
Stock option and incentive plans. 5.2% 5.6% 6.2%
</TABLE>
In accordance with the transition provisions of SFAS No. 123, the pro forma
disclosures presented above reflect the statement's application only to
option grants and stock awards dated on or after January 29, 1995. Option
grants and awards generally vest over several years and the Company expects
to grant additional awards in the future. Therefore, the pro forma results
should not be considered to be representative of the effects on reported
results for future years.
The Company's 1993 Employee Stock Incentive Plan provides for the grant of
options to purchase up to 9,000,000 shares of Common Stock plus 9% of
shares issued by the Company after the effective date of the plan and any
shares available but unissued under the 1990 Plan described below. The
form of the grants and exercise price, where applicable, are at the discre-
tion of the Board of Directors and the Stock Option Committee of the Board
(54)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
of Directors. The maximum term of options issued under the plan is ten
years. As of January 30, 1999 and January 31, 1998, 2,465,230 options and
1,852,420 options, respectively, were exercisable under this plan. During
Fiscal 1998, 13,992 shares of Restricted Stock were awarded and issued at
no cost under this plan. These shares had grant date fair values ranging
from $3.94 to $5.81 per share.
The Company's 1990 Employees' Stock Incentive Plan provides for the grant
of options to purchase Common Stock to key employees of the Company. The
exercise price of such options may not be less than the fair market value
at the date of grant. As a result of adoption of the 1993 Employees' Stock
Incentive Plan, the Company no longer intends to issue shares under this
Plan. As of January 30, 1999 and January 31, 1998, 3,522,142 options and
3,901,494 options, respectively, were exercisable under this plan.
The Company's 1989 Non-Employee Director Stock Option Plan provides for the
grant of options to purchase up to 30,000 shares of Common Stock to each
member of the Board of Directors who is not an employee of the Company.
The exercise price of such options shall be equal to the fair market value
of the stock on the date of grant. As of January 30, 1999 and January 31,
1998, 90,000 options and 144,000 options, respectively, were exercisable
under this plan.
The Company's 1988 Key Employee Stock Option Plan provides for the grant of
options to purchase up to 3,000,000 shares of Common Stock to key employees
of the Company. The exercise price of options granted under this plan is
$1.00 per share. As of January 30, 1999 and January 31, 1998, 412,245
options and 791,925 options, respectively, were exercisable under this
plan.
(55)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
The table below summarizes the activity in all Stock Option Plans:
<TABLE>
<CAPTION>
Average Option
Option Option Prices
Shares Price Per Share
------ ----- ---------
<S> <C> <C> <C>
Outstanding at February 3, 1996...... 13,105,542 $5.996 $ .222-17.000
Granted-Option Price Equal to Market. 1,551,940 4.060 3.937- 7.688
Granted-Option Price Less Than Market 24,800 1.000 1.000- 1.000
Canceled/Forfeited................... (2,069,005) 9.100 .500-15.750
Exercised............................ (1,741,903) 3.687 .500- 6.187
---------- ------ -------------
Outstanding at February 1, 1997...... 10,871,374 5.450 .222-17.000
Granted-Option Price Equal to Market. 1,177,000 5.948 5.063- 6.188
Granted-Option Price Less Than Market 35,600 1.000 1.000- 1.000
Canceled/Forfeited................... (812,295) 6.733 .500-15.750
Expired.............................. (165,900) 5.813 5.813 5.813
Exercised............................ (493,668) 2.751 .333 6.000
---------- ------ -------------
Outstanding at January 31, 1998...... 10,612,111 5.512 .222-17.000
Granted-Option Price Equal to Market. 1,551,722 4.306 3.594- 5.250
Granted-Option Price Less Than Market 18,500 1.000 1.000- 1.000
Canceled/Forfeited................... (1,279,938) 7.797 .500-17.000
Exercised............................ (475,061) 1.013 .222- 5.375
---------- ------ -------------
Outstanding at January 30, 1999...... 10,427,334 $5.249 $ .222-17.000
========== ====== =============
</TABLE>
The weighted average grant date fair value for options granted during
Fiscal 1999, as determined under SFAS No. 123 using the Black-Scholes model
and assumptions described above, was $1.94 for options granted with an
option price equal to market and $3.59 for options granted with an option
price less than market.
(56)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
The table below summarizes information regarding weighted average exercise
price and weighted average remaining contractual life in years for options
outstanding and options exercisable as of January 30, 1999 for the ranges
of exercise prices shown:
<TABLE>
<CAPTION>
Weighted Weighted
Average Average
Ranges of Option Option Remaining
Option Prices Shares Price Life
- ------------- ------ ----- ----
<S> <C> <C> <C>
$0.00-$1.00:
Options Outstanding........ 621,424 $.487 4.6
Options Exercisable........ 412,245 .542 2.6
$1.01-$5.00:
Options Outstanding........ 6,922,952 $4.308 4.7
Options Exercisable........ 4,540,852 4.368 2.9
$5.01-$10.00:
Options Outstanding........ 2,077,100 $6.019 6.6
Options Exercisable........ 826,500 6.074 5.5
$10.01-$17.00:
Options Outstanding........ 925,590 $13.076 4.3
Options Exercisable........ 710,020 13.359 4.2
</TABLE>
At January 30, 1999, 1,984,143 shares were available for future grant under
the 1993 Employees' Stock Incentive plan.
The Company's Board of Directors adopted the Restricted Stock Award Plan
for Associates on January 26, 1995. The plan provides for discretionary
awards of rights to receive up to 200,000 shares of restricted Common Stock
to associates who are not directors or executive officers of the Company.
Associates will pay no cash consideration for restricted stock received
under an award. During Fiscal 1999, 93,915 rights were granted under this
plan, and 53,328 shares were issued. During Fiscal 1998, no rights were
granted under this plan, and 11,229 shares were issued.
(57)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
The Company's Non-Employee Director Compensation Program and the Compen-
sation Program for the Non-Employee Chairman of the Board of Directors were
adopted on August 21, 1996 and approved by shareholders on June 19, 1997.
These programs stipulate that, effective June 27, 1996, 60% of Non-Employee
Director and 50% of Non-Employee Chairman compensation shall be paid in
Common Stock of the Company. During Fiscal 1999 and Fiscal 1998, rights to
receive 41,904 shares and 44,949 shares, respectively, have been granted
under these Plans. During Fiscal 1999 and Fiscal 1998, 41,904 shares and
81,962 shares, respectively, have been issued under these plans. The
weighted average fair value at date of grant for shares granted in Fiscal
1999 was $4.80.
The Company's 1998 Restricted Stock Award Program provides for the grant of
rights to receive shares of the Company's Common Stock subject to attain-
ment of specified performance goals for Fiscal 2000. During Fiscal 1999, a
total of 114,232 rights to receive shares were granted under the Plan.
These shares had a grant date fair value of $4.31. Associates pay no cash
consideration for shares received under the plan.
The shares issued and options granted under the above plans are subject to
forfeiture if the employees do not remain employed by the Company for a
specified period of time, or, in the case of the 1989 Non-Employee Director
Stock Option Plan, the Non-Employee Director Compensation Program and the
Compensation Program for the Non-Employee Chairman of the Board of Direc-
tors, if the individual ceases to remain a Director of the Company.
EMPLOYEE STOCK PURCHASE PLAN
The Company's 1994 Employee Stock Purchase Plan permits employees to pur-
chase shares during each quarterly offering period at a price equal to 85%
of the market price of the Company's Common Stock on either the first day
of the offering period or the fifth business day after the end of the
offering period, whichever is lower. The shares are purchased through the
accumulation of payroll deductions of up to 10% of each participating
employee's compensation during such offering period. Under this plan,
2,000,000 shares have been reserved for grant. During Fiscal 1999 and
Fiscal 1998, 56,119 shares and 32,323 shares, respectively, were purchased
under the plan. The weighted average grant date fair value for shares pur-
chased during Fiscal 1999 was $4.97 per share. At January 30, 1999,
1,762,834 shares were available for future purchase under this plan.
(58)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
SHAREHOLDER RIGHTS PLAN
In April 1989, the Board of Directors adopted a Shareholder Rights Plan and
declared a dividend of one Right for each outstanding share of Common
Stock. In connection with the Company's two-for-one stock split which was
effected on December 7, 1992, the number of Rights associated with each
outstanding share of Common Stock was adjusted from one Right per share of
Common Stock to one-half of a Right per share of Common Stock. Such Rights
only become exercisable or transferable apart from the Common Stock ten
days after a person or group (Acquiring Person) acquires beneficial owner-
ship of, or commences a tender or exchange offer for, twenty percent (20%)
or more of the Company's outstanding common shares. Each Right then may be
exercised to acquire one three-hundredth of a share of newly created Series
A Junior Participating Preferred Stock or a combination of securities and
assets of equivalent value at a price of $70, subject to adjustment.
Upon the occurrence of certain events (for example, if the Company is a
surviving corporation in a merger with an Acquiring Person), the Rights
entitle holders other than the Acquiring Person to acquire Common Stock
having a value of twice the exercise price of the Rights. Upon the
occurrence of certain other events (for example, if the Company is acquired
in a merger or other business combination transaction in which the Company
is not the surviving corporation), the rights entitle holders other than
the Acquiring Person to acquire Common Stock of the Acquiring Person having
a value twice the exercise price of the Rights. The Rights may be redeemed
by the Company at $.01 per Right at any time until the tenth day following
public announcement that a twenty percent (20%) position has been acquired.
The Rights will expire on April 26, 1999.
EMPLOYEE RETIREMENT BENEFIT PLAN
The Company provides a comprehensive retirement benefit program for its
employees. This plan provides for a noncontributory profit-sharing contri-
bution which covers substantially all full-time employees who meet age and
service requirements. The contribution is completely discretionary and is
determined by the Board of Directors on an annual basis.
(59)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
The program also includes a 401(k) employee savings plan, whereby eligible
participating employees may elect to contribute up to 15% of their compen-
sation to an investment trust. Effective January 1, 1998, the Company's
contribution was increased from 30% to 50% of the participant's elective
contribution, on up to 6% of the participant's compensation.
The total expense for the above plans amounted to $1,556,000, $709,000, and
$668,000 for Fiscal 1999, 1998, and 1997, respectively.
Also available to officers and certain key executives is a non-qualified
deferred compensation plan. Under this plan, which was adopted January 1,
1998, participants may contribute up to 22% of their base compensation and
100% of bonus compensation.
ASSET SECURITIZATION
Asset securitization involves the transfer by the Company of its proprie-
tary credit card receivables to a special purpose corporation, which in
turn transfers the receivables to a single purpose trust (the "Trust")
created for the securitization. Asset-backed certificates issued by the
Trust represent undivided interests in those credit card receivables
transferred into the Trust. Certificates issued by the Trust are sold to
investors, with any seller's interest retained by the Company. These
asset-backed certificates issued to investors are generally credit-enhanced
by a third party to provide various levels of an investment-grade credit
rating at the time of issuance. The Company includes the seller's interest
and any other retained interest in investment securities available for sale
in the accompanying consolidated balance sheet. The carrying value of
these retained interests approximates their fair value.
In June 1996, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities," which was effective January 1, 1997. The Company prospec-
tively adopted the requirements of SFAS No. 125 for the securitization of
its proprietary credit card receivables. In connection with the execution
of the Series 1997-1 securitization, the Company evaluated the fair market
value of its retained interests and related recourse provisions and, as a
result, recognized a non-recurring gain of $13,018,000. Additionally, the
effect of applying SFAS No. 125 as related to sales of credit card
receivables during Fiscal 1998 was to increase income before income taxes
by $3,941,000. The effect of applying SFAS No. 125 during Fiscal 1999 was
(60)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
immaterial. The Company records gains or losses on the securitization of
credit card receivables based on the estimated fair value of the assets
retained and liabilities incurred in the sale. Gains represent the present
value of the estimated cash flows that the Company has retained over the
estimated outstanding period of the receivables. This excess cash flow
essentially represents an "interest-only" ("I/O") strip, consisting of the
excess finance charges and past due fees over the sum of the return paid to
certificate holders and credit losses. During Fiscal Years 1999 and 1998,
the Company recognized additions to the I/O strip of $9,765,000 and
$11,688,000, respectively, and of those balances, $10,253,933 and
$6,453,000 were amortized during each respective Fiscal Year. In addition,
the Company recognized a servicing liability of $2,370,000 and $3,500,000
in Fiscal Years 1999 and 1998, respectively, and of those balances,
$2,579,000 and $2,206,000 were amortized in each Fiscal Year, respectively.
Prior to January 1, 1997, no gains were recorded due to the relatively
short average life of the credit card loans securitized. Excess servicing
fee income was recorded over the life of each sale transaction. In accor-
dance with SFAS No. 125, prior years have not been restated.
Proceeds from securitization transactions were approximately $360,686,000,
$376,885,000, and $402,670,000 for Fiscal 1999, Fiscal 1998, and Fiscal
1997, respectively. At January 30, 1999 and January 31, 1998, approxi-
mately $427,209,000 and $302,674,000 of investor certificates remained out-
standing, respectively. The investor certificates mature as follows:
$342,005,000 in Fiscal 2000 and $85,204,000 in the fiscal year ending
February 1, 2003 ("Fiscal 2003"). With respect to investor certificates
that mature in Fiscal 2000, the Company has sufficient facilities to
refinance maturing investor certificate series within the Trust on terms
substantially similar to those of maturing series. The Company's retained
interests in its securitizations, which aggregated $56,559,000 and
$38,893,000 at January 30, 1999 and January 31, 1998, respectively, are
generally subordinated in right of payment to certificates issued by the
Trust to third party investors.
The Company is active in originating private label credit card lines to the
customers of the Company's retail stores. Holders of credit cards issued
by a subsidiary of the Company are located throughout the United States and
have various available lines of credit which are granted on an unsecured
basis after reviewing each potential cardholder's credit application and
evaluating his or her financial history and ability to repay.
(61)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
DERIVATIVE FINANCIAL INSTRUMENTS HELD FOR PURPOSES OTHER THAN TRADING
The Company has entered into interest-rate cap agreements with an aggregate
notional amount of $243,500,000 as of January 30, 1999, which mature as
follows: $160,000,000 in Fiscal 2000, $56,000,000 in Fiscal 2003 and
$27,500,000 in Fiscal 2004. The aggregate notional amount of interest-rate
cap agreements as of January 31, 1998 was $143,500,000. The agreements
effectively entitle the Company to receive from a bank the amount, if any,
by which the interest rates on the Company's floating-rate credit card
securitizations exceed 9% for $177,500,000 notional amount, 11% for
$56,000,000 notional amount, and 12% for $10,000,000 notional amount. The
premiums paid for these interest-rate cap agreements are included in other
assets and are being amortized to selling, general, and administrative
expenses over the respective lives of the individual interest-rate cap
agreements. Any payments that may be received as a result of the cap will
be accrued as a reduction of selling, general, and administrative expenses.
The Company's credit exposure on interest-rate caps is limited to the value
of interest-rate caps that have become favorable to the Company, but the
Company does not anticipate non-performance by any of these counterparties.
The amount of such exposure is generally the unrealized gains in the con-
tracts.
LEASES
The Company leases substantially all of its stores under non-cancelable
operating lease agreements. Generally, these leases have initial periods
of 5 to 20 years and contain provisions for renewal options, additional
rentals based on a percentage of sales, and payment of certain real estate
taxes. The Company also leases certain other buildings and equipment.
Rental expense was:
<TABLE>
<CAPTION>
(in thousands) 1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Minimum Rental...... $80,058 $80,050 $85,513
Contingent Rental... 13,399 13,216 12,883
------- ------- --------
$93,457 $93,266 $98,396
======= ======= ========
</TABLE>
(62)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
Minimum annual rental commitments for all non-cancelable leases for the
next five fiscal years and thereafter are: 2000 - $85,137,000; 2001 -
$75,963,000; 2002 - $67,037,000; 2003 - $55,633,000; 2004 - $41,116,000;
Thereafter - $77,300,000.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The following is a summary of the carrying amounts and estimated fair
values of the Company's financial instruments:
<TABLE>
<CAPTION>
January 30, 1999 January 31, 1998
Carrying Fair Carrying Fair
(in thousands) Amount Value Amount Value
------ ----- ------ -----
<S> <C> <C> <C> <C>
Assets:
Cash and Cash Equivalents.... $ 43,789 $ 43,789 $ 12,349 $ 12,349
Available-for-Sale Securities 246,625 246,625 292,100 292,100
Liabilities:
Total Long-Term Debt......... 119,491 106,531 138,132 125,022
Off-Balance-Sheet Financial
Instruments:
Interest Rate Cap Agreements. 0 0 0 0
</TABLE>
The carrying amount for cash and cash equivalents approximates fair value
because of the short maturities of such instruments. The fair value of
available-for-sale securities is based on quoted market prices of the
securities, except for certain equity securities that are not traded in the
open market. The carrying amount of these equity securities ($6,849,000 at
January 30, 1999 and $6,503,000 at January 31, 1998) was used to approxi-
mate fair value. The fair value of long-term debt is based on quoted
market prices for the securities. The fair value of interest rate caps was
determined on the basis of valuation pricing models which take into account
current market and contractual prices of the underlying instruments, as
well as the time value and yield curve or volatility factors underlying the
positions.
(63)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
RESTRUCTURING CHARGE
On March 5, 1998, the Company's Board of Directors approved a restructuring
plan that resulted in a pre-tax charge of $34,000,000. The plan was
approved in conjunction with the elimination of the Company's men's
business. To-date, 52 stores have been closed, with an additional 19
scheduled for closing in Fiscal 2000. In addition, 30 stores have been
downsized, with an additional 70 stores scheduled for downsizing in Fiscal
2000. Elimination of the men's merchandise from the stores was completed
in October 1998, the balance of the men's inventory has been sold, and the
selling space used for men's merchandise has been re-merchandised.
The restructure charge included a $10,000,000 write-down of store fixtures
and improvements. The following is a summary of other restructure charges
accrued and payments charged against the accrual during Fiscal 1999:
<TABLE>
<CAPTION>
Accrued At
Beginning January 30,
(in thousands) Accrual Payments 1999
------- -------- ----
<S> <C> <C> <C>
Termination/amendment of store leases.... $11,400 $ (3,305) $ 8,095
Renovation of vacated store space........ 8,300 (2,766) 5,534
Severance................................ 320 (200) 120
Other costs.............................. 3,980 (551) 3,429
------- -------- -------
$24,000 $ (6,822) $17,178
======= ======== =======
</TABLE>
On December 10, 1998, the Company's Board of Directors approved a plan to
close the Company's Bensalem, Pennsylvania distribution center. The plan
was approved in conjunction with the decision to consolidate the Company's
distribution center operations in the Company's Greencastle, Indiana dis-
tribution center. The plan resulted in a pre-tax restructuring charge of
$20,246,000.
(64)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
The restructuring charge included a $17,969,000 write-down of the cost of
the Bensalem facilities to a net realizable value of $5,662,000, based on
an independent appraisal. The Bensalem distribution center closed on
December 10, 1998, and the facilities were being held for sale as of Jan-
uary 30, 1999. The restructuring charge also included accruals of
$1,556,000 for severance costs resulting from a workforce reduction, and
$721,000 for other non-recurring costs relating to the closure. As of
January 30, 1999, severance costs of $981,000 and other costs of $26,000
had been charged against the accrual.
SUBSEQUENT EVENTS
In February 1999, the Company's Board of Directors adopted a Shareholder
Rights Plan to replace the existing Shareholder Rights Plan with effect
from April 26, 1999, when the existing Shareholder Rights Plan expired.
The Board of Directors also increased the authorized shares of Partici-
pating Series A Junior Preferred Stock, $1.00 par value, from 300,000
shares to 500,000 shares, and declared a dividend of one Right for each
outstanding share of Common Stock, payable as of the close of business on
April 26, 1999 to shareholders of record as of the close of business on
April 12, 1999. Such Rights only become exercisable or transferable apart
from the Common Stock ten days after a person or group (Acquiring Person)
acquires, or obtains the right to acquire, beneficial ownership of twenty
percent (20%) or more of the Company's outstanding common shares. Each
Right then may be exercised to acquire one three-hundredth of a share of
newly created Series A Junior Participating Preferred Stock or a combina-
tion of securities and assets of equivalent value at a purchase price of
$20, subject to adjustment.
Upon the occurrence of certain events (for example, if the Company is a
surviving corporation in a merger with an Acquiring Person), the Rights
entitle holders other than the Acquiring Person to acquire Common Stock
having a value of twice the exercise price of the Rights. Upon the
occurrence of certain other events (for example, if the Company is acquired
in a merger or other business combination transaction in which the Company
is not the surviving corporation), the rights entitle holders other than
the Acquiring Person to acquire Common Stock of the Acquiring Person having
a value twice the exercise price of the Rights. The Rights may be redeemed
by the Company at $.01 per Right at any time until the tenth day following
public announcement that a twenty percent (20%) position has been acquired.
The Rights will expire on April 25, 2009.
(65)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
The Company's Board of Directors adopted the 1999 Associates' Stock
Incentive Plan in February 1999. The plan provides for the grant of
options to purchase up to 1,000,000 shares of the Company's Common Stock.
The exercise price of such options may not be less than the fair market
value at the date of grant.
In November 1997, the Company's Board of Directors approved the repurchase
of up to 10,000,000 shares of the Company's Common Stock. Subsequent to
January 30, 1999, the Board approved the repurchase of up to 10,000,000
additional shares. Shares repurchased will be held as treasury stock.
Subsequent to January 30, 1999, the Company repurchased $23,316,000
aggregate principal amount of its 7.5% Convertible Subordinated Notes due
2006, which had a net carrying value of $22,927,000 as of the date of
purchase, at a total cost of $21,031,000. The Company will recognize an
extraordinary gain on the repurchases of approximately $1,232,000 (net of
income taxes) during the quarter ending May 1, 1999 ("Fiscal 2000 First
Quarter").
In April 1999, the Company sold a portion of its Bensalem, Pennsylvania
distribution center. The Bensalem facility was closed on December 10, 1998
in conjunction with the decision to consolidate the Company's distribution
center operations in the Company's Greencastle, Indiana distribution
center. In addition, an agreement for sale of the remainder of the
Bensalem facility is pending and is subject to the buyer obtaining
financing.
(66)
<PAGE>
Charming Shoppes, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended January 30, 1999
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
<TABLE>
<CAPTION>
First Second Third Fourth
(in thousands) Quarter Quarter Quarter Quarter
------- ------- ------- -------
<S> <C> <C> <C> <C>
Fiscal 1999
Net Sales.................. $244,031 $279,158 $239,742 $272,229
Gross Profit............... 61,579 73,713 59,594 69,167
Net Income (Loss).......... (19,902)(1) 9,328 (424) (9,137)(2)
Net Income (Loss) per Share (.20) .09 (.00) (.09)
Fiscal 1998
Net Sales.................. $235,688 $265,696 $236,203 $278,950
Gross Profit............... 52,737 67,374 56,295 67,422
Net Income (Loss).......... (2,342) 6,853 8,626(3) 6,197
Net Income (Loss) per Share (.02) .06 .08 .06
</TABLE>
[FN]
(1) Net income (loss) includes an after-tax restructuring charge of
$22,100.
(2) Net income (loss) includes an after-tax restructuring charge of
$13,147.
(3) Net income (loss) includes an after-tax non-recurring gain from asset
securitization of $8,462.
</FN>
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
There are no matters which are required to be reported under this Item 9.
(67)
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
Information regarding Directors of the Company is included under the cap-
tion "Election of Directors" of the Company's definitive proxy statement,
which is incorporated herein by reference. Information regarding Executive
Officers is included under "Item 4A. Executive Officers of the Regis-
trant," in Part I of this Report.
Item 11. Executive Compensation
Information regarding executive compensation is included under the captions
"Management Compensation" and "Report of the Compensation and Stock Option
Committees of the Board of Directors on Executive Compensation" of the
Company's definitive proxy statement, which is incorporated herein by ref-
erence.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information regarding the security ownership of certain beneficial owners
and management is set forth under the caption "Principal Shareholders and
Management Ownership" of the Company's definitive proxy statement, which is
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
Information regarding certain relationships and related transactions is set
forth under the caption "Certain Relationships and Related Transactions" of
the Company's definitive proxy statement, which is incorporated herein by
reference.
(68)
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements
The following Consolidated Financial Statements of Charming Shoppes, Inc.
and its subsidiaries are included in Part II, Item 8:
<TABLE>
<S> <C>
Report of Independent Auditors.........................................33
Consolidated Balance Sheets - January 30, 1999 and January 31, 1998....34
Consolidated Statements of Operations - years ended
January 30, 1999, January 31, 1998, and February 1, 1997.............36
Consolidated Statements of Stockholders' Equity - years ended
January 30, 1999, January 31, 1998, and February 1, 1997.............37
Consolidated Statements of Cash Flows - years ended
January 30, 1999, January 31, 1998 and February 1, 1997..............39
Consolidated Statements of Comprehensive Income (Loss) - years
ended January 30, 1999, January 31, 1998 and February 1, 1997........41
Notes to Consolidated Financial Statements.............................42
</TABLE>
(a)(2) Financial Statement Schedules
No schedules required to be filed.
(b) Reports on Form 8-K
No reports were filed during the quarter ended January 30, 1999.
(c) Exhibits, including those incorporated by reference
The following is a list of Exhibits filed as part of this Annual Report on
Form 10-K. Where so indicated by footnote, Exhibits that were previously
filed are incorporated by reference. For Exhibits incorporated by refer-
ence, the location of the Exhibit in the previous filing is indicated in
parenthesis.
(69)
<PAGE>
Articles of Incorporation and By-Laws
3.1 Restated Articles of Incorporation, incorporated by reference to Form
10-K of the Registrant for the fiscal year ended January 29, 1994. (Exhi-
bit 3.1).
3.2 By-Laws, as Amended and Restated.
Instruments Defining the Rights of Security Holders, Including Indentures
4.1 Shareholders' Rights Plan, incorporated by reference to Form 8-K of
the Registrant, filed April 28, 1999.
Material Contracts
10.1.1 Amended and Restated Pooling and Servicing Agreement dated as of
December 24, 1992, as amended and restated as of May 4, 1994, by and
between Spirit of America National Bank, as Seller and Servicer, and First
Fidelity Bank, National Association, as Trustee, incorporated by reference
to Form 8-K of Spirit of America National Bank (No. 33-73884) dated May 4,
1994. (Exhibit No. 4).
10.1.2 Amendment No. 1, dated as of December 22, 1995, to Amended and
Restated Pooling and Service Agreement, dated as of December 24, 1992, as
Amended and Restated as of May 4, 1994, between Spirit of America National
Bank as Seller and Servicer, and First Fidelity Bank, National Association,
as Trustee for Charming Shoppes Master Trust, incorporated by reference to
Form 10-K of the Registrant for the fiscal year ended February 3, 1996.
(Exhibit 10.1.11).
10.1.3 Amendment No. 2, dated as of March 22, 1996, to Amended and
Restated Pooling and Service Agreement, dated as of December 24, 1992, as
Amended and Restated as of May 4, 1994, as Amended by Amendment No. 1 as of
December 22, 1995, between Spirit of America National Bank as Seller and
Servicer, and First Union National Bank as Trustee for Charming Shoppes
Master Trust, incorporated by reference to Form 10-K of the Registrant for
the fiscal year ended February 3, 1996. (Exhibit 10.1.12).
10.1.4 Series 1994-1 Supplement dated as of May 4, 1994 to Amended and
Restated Pooling and Servicing Agreement dated as of December 24, 1992 and
amended and restated as of May 4, 1994, by and between Spirit of America
National Bank, as Seller and Servicer, and First Fidelity Bank, National
Association, as Trustee, (for $200,000,000 Charming Shoppes Master Trust
Asset-Backed Certificates Series 1994-1), incorporated by reference to Form
8-K of Spirit of America National Bank (No. 33-73884) dated May 4, 1994.
(Exhibit No. 4).
(70)
<PAGE>
10.1.5 First Amendment and Assignment dated as of November 25, 1997 to
the Series 1994-1 Supplement, dated as of May 4, 1994 by and between Spirit
of America National Bank, as Seller and Servicer, and First Union National
Bank, as Trustee for Charming Shoppes Master Trust, incorporated by
reference to Form 10-K of the Registrant for the fiscal year ended January
31, 1998. (Exhibit 10.1.5).
10.1.6 Series 1994-2 Supplement dated as of August 15, 1994, to Amended
and Restated Pooling and Servicing Agreement, dated as of December 24,
1992, as amended and restated as of May 4, 1994 by and between Spirit of
America National Bank, as Seller and Servicer, and First Fidelity Bank,
National Association, as Trustee (for $14,000,000 Charming Shoppes Master
Trust Asset-Backed Certificates Series 1994-2), incorporated by reference
to Form 10-K of the Registrant for the fiscal year ended January 28, 1995.
(Exhibit 10.1.14).
10.1.7 Amendment No. 1, dated as of March 29, 1996, to Series 1994-2
Supplement, between Spirit of America National Bank as Seller and Servicer,
and First Union National Bank as Trustee for Charming Shoppes Master Trust,
incorporated by reference to Form 10-K of the Registrant for the fiscal
year ended February 3, 1996. (Exhibit 10.1.13).
10.1.8 Second Amendment dated as of November 25, 1997 to the Series
1994-2 Supplement, dated as of August 15, 1994, as amended on March 29,
1996, by and between Spirit of America National Bank, as Seller and
Servicer, and First Union National Bank, as Trustee for Charming Shoppes
Master Trust, incorporated by reference to Form 10-K of the Registrant for
the fiscal year ended January 31, 1998. (Exhibit 10.1.8).
10.1.9 Series 1997-1 Supplement dated as of November 25, 1997 to the
Second Amended and Restated Pooling and Servicing Agreement dated as of
November 25, 1997 by and among Charming Shoppes Receivables Corp., as
Seller, Spirit of America National Bank, as Servicer and First Union
National Bank, as Trustee on behalf of the Series 1997-1 Certificate
Holders ($83,500,000 Charming Shoppes Master Trust Series 1997-1),
incorporated by reference to Form 10-K of the Registrant for the fiscal
year ended January 31, 1998. (Exhibit 10.1.9).
10.1.10 Amended and Restated Loan and Security Agreement By and Between
Congress Financial Corporation as Lender and Charming Shoppes, Inc.,
Charming Shoppes of Delaware, Inc., CSI Industries, Inc., and FB Apparel,
Inc. as Borrowers, and Charming Shoppes of Delaware, Inc. as Borrowers'
Agent, Dated November 30, 1995, incorporated by reference to Form 10-K of
the Registrant for the fiscal year ended February 3, 1996. (Exhibit
10.1.7).
(71)
<PAGE>
10.1.11 Release Agreement, dated as of February 28, 1997, among (a)
Congress Financial Corporation (Lender) and (b) Charming Shoppes, Inc.,
Charming Shoppes of Delaware, Inc., CSI Industries, Inc. and FB Apparel,
Inc. (collectively, the Borrowers), incorporated by reference to Form 10-K
of the Registrant for the fiscal year ended February 1, 1997. (Exhibit
10.1.15).
10.1.12 Second Amended and Restated Loan and Security Agreement, Dated
February 28, 1997, by and between (a) Congress Financial Corporation, as
Lender, (b) Charming Shoppes, Inc., Charming Shoppes of Delaware, Inc., CSI
Industries, Inc. and FB Apparel, Inc., as borrowers and (c) Charming
Shoppes of Delaware, Inc., as Borrower's Agent, incorporated by reference
to Form 10-K of the Registrant for the fiscal year ended February 1, 1997.
(Exhibit 10.1.16).
10.1.13 Amendment of Second Amended and Restated Loan and Security Agree-
ment, dated February 28, 1997 among Charming Shoppes, Inc. (the "Company"),
certain subsidiaries of the Company which are parties thereto, Borrowers'
Agent and Congress Financial Corporation, dated as of May 1, 1998,
incorporated by reference to Form 10-Q for the quarter ended May 2, 1998.
(Exhibit 10.1).
10.1.14 Amendment No. 2 to Second Amended and Restated Loan and Security
Agreement, dated February 28, 1997 (as amended and supplemented) among
Charming Shoppes, Inc. (the "Company"), certain subsidiaries of the Company
which are parties thereto, Borrowers' Agent and Congress Financial
Corporation, dated as of December 21, 1998.
10.1.15 Receivables Purchase Agreement, dated as of April 4, 1996, among
(a) First Union National Bank, solely in its capacity as the trustee for
Charming Shoppes Master Trust, as the Seller, (b) Fashion SPC, Inc., as the
Subordinated Purchaser, (c) Spirit of America National Bank, as the Owner
and as the Servicer, (d) CXC Incorporated, as the Purchaser, and (e)
Citicorp, North America, Inc., as the Agent, incorporated by reference to
Form 10-K of the Registrant for the fiscal year ended February 3, 1996.
(Exhibit 10.1.9).
10.1.16 Receivables Purchase Agreement (Parallel Purchase Commitment),
dated as of April 4, 1996, among (a) First Union National Bank, solely in
its capacity as the trustee for Charming Shoppes Master Trust, as the
Seller, (b) Fashion SPC, Inc., as the Subordinated Purchaser, (c) Spirit of
America National Bank, as the Owner and as the Servicer, and (d) Citibank,
N.A. and Citicorp, North America, Inc., as the Agent, incorporated by
reference to Form 10-K of the Registrant for the fiscal year ended February
3, 1996. (Exhibit 10.1.10).
(72)
<PAGE>
10.1.17 Amendment to Receivables Purchase Agreement dated as of December
13, 1996 to Receivables Purchase Agreement, dated as of April 4, 1996,
among (a) First Union National Bank, solely in its capacity as the trustee
for Charming Shoppes Master Trust, as the Seller, (b) Fashion SPC, Inc., as
the Subordinated Purchaser, (c) Spirit of America National Bank, as the
Owner and as the Servicer, (d) CXC Incorporated, as the Purchaser, and (e)
Citicorp, North America, Inc. as the Agent, incorporated by reference to
Form 10-K of the Registrant for the fiscal year ended February 1, 1997.
(Exhibit 10.1.12).
10.1.18 Amendment to Receivables Purchase Agreement (Parallel Purchase
Commitment) dated as of December 13, 1996 to Receivables Purchase Agreement
(Parallel Purchase Commitment), dated as of April 4, 1996, among (a) First
Union National Bank, solely in its capacity as the trustee for Charming
Shoppes Master Trust, as the Seller, (b) Fashion SPC, Inc., as the
Subordinated Purchaser, (c) Spirit of America National Bank, as the Owner
and as the Servicer, and (d) Citibank, N. A. and Citicorp, North America,
Inc. as the Agent, incorporated by reference to Form 10-K of the Registrant
for the fiscal year ended February 1, 1997. (Exhibit 10.1.13).
10.1.19 Second Amendment to Receivables Purchase Agreement and the
Receivables Purchase Agreement (Parallel Purchase Commitment) dated as of
March 31, 1997 to Receivables Purchase Agreement, dated as of April 4,
1996, among (a) First Union National Bank, solely in its capacity as the
trustee for Charming Shoppes Master Trust, as the Seller, (b) Fashion SPC,
Inc., as the Subordinated Purchaser, (c) Spirit of America National Bank,
as the Owner and as the Servicer, (d) CXC Incorporated, as the Purchaser,
and (e) Citicorp, North America, Inc. as the Agent; and to Receivables
Purchase Agreement (Parallel Purchase Commitment), dated as of April 4,
1996, among (a) First Union National Bank, solely in its capacity as the
trustee for Charming Shoppes Master Trust, as the Seller, (b) Fashion SPC,
Inc., as the Subordinated Purchaser, (c) Spirit of America National Bank,
as the Owner and as the Servicer, and (d) Citibank, N. A. and Citicorp,
North America, Inc. as the Agent, incorporated by reference to Form 10-K of
the Registrant for the fiscal year ended February 1, 1997. (Exhibit
10.1.14).
10.1.20 Amended and Restated Receivables Purchase Agreement dated as of
November 25, 1997 by and among First Union National Bank, in its capacity
as Trustee for the Charming Shoppes Master Trust, as the Seller, Charming
Shoppes Receivables Corp., as the Owner and the Subordinated Purchaser,
Spirit of America National Bank, as the Servicer and the Originator,
Corporate Receivables Corporation, as the Purchaser, Citibank, N.A., as a
Bank, and Citicorp North America, Inc., as the Agent, incorporated by
reference to Form 10-K of the Registrant for the fiscal year ended January
31, 1998. (Exhibit 10.1.18).
(73)
<PAGE>
10.1.21 Amendment No. 1 to Amended and Restated Receivables Purchase
Agreement, dated as of October 29, 1998, among First Union National Bank, a
national banking association, solely in its capacity as the trustee for
Charming Shoppes Master Trust, a trust formed pursuant to the Pooling and
Servicing Agreement, Charming Shoppes Receivables Corp., a Delaware
corporation, in its capacity as the owner of the Receivables and in its
capacity as Subordinated Purchaser, Spirit of America National Bank, a
national banking association, in its capacity as the originator of the
Receivables and in its capacity as the Servicer, Corporate Receivables
Corporation, a California corporation, as a purchaser, Citicorp North
America, Inc., a Delaware corporation, as agent for the Purchasers and the
Banks and Citibank NA, a national banking association, as a Bank.
Management Contracts and Compensatory Plans and Arrangements
10.2.1 The 1986 Employees' Stock Option Plan of Charming Shoppes, Inc.,
incorporated by reference to Form 10-K of the Registrant for the fiscal
year ended February 1, 1992. (Exhibit 10.2.2, Pg. 240).
10.2.2 The 1988 Key Employee Stock Option Plan of Charming Shoppes,
Inc., as amended, incorporated by reference to Form 10-K of the Registrant
for the fiscal year ended January 30, 1993. (Exhibit 10.2.3, Pg. 486).
10.2.3 The 1990 Employees' Stock Incentive Plan of Charming Shoppes,
Inc., as amended, incorporated by reference to Form 10-K of the Registrant
for the fiscal year ended January 30, 1993. (Exhibit 10.2.4, Pg. 492).
10.2.4 The 1989 Non-Employee Director Stock Option Plan of Charming
Shoppes, Inc., as amended, incorporated by reference to Form 10-K of the
Registrant for the fiscal year ended January 30, 1993. (Exhibit 10.2.5,
Pg. 499).
10.2.5 Non-Employee Director Restricted Stock Plan of Charming Shoppes,
Inc., as amended, incorporated by reference to Form 10-K of the Registrant
for the fiscal year ended January 30, 1993. (Exhibit 10.2.6, Pg. 503).
10.2.6 Subplan and Summary Description of the Annual Incentive Plan of
Charming Shoppes, Inc., incorporated by reference to Form 10-K of the
Registrant for the fiscal year ended February 1, 1992. (Exhibit 10.2.13,
Pg. 251).
10.2.7 The 1993 Employees' Stock Incentive Plan of Charming Shoppes,
Inc., incorporated by reference to Form 10-K of the Registrant for the
fiscal year ended January 29, 1994. (Exhibit 10.2.10).
(74)
<PAGE>
10.2.8 The 1993 Employees' Stock Incentive Plan Stock Option Agreement
(regular vesting schedule) of Charming Shoppes, Inc., incorporated by ref-
erence to Form 10-K of the Registrant for the fiscal year ended January 29,
1994. (Exhibit 10.2.11).
10.2.9 The 1993 Employees' Stock Incentive Plan Stock Option Agreement
(accelerated vesting schedule) of Charming Shoppes, Inc., incorporated by
reference to Form 10-K of the Registrant for the fiscal year ended January
29, 1994. (Exhibit 10.2.12).
10.2.10 The Charming Shoppes, Inc. 1993 Employees' Stock Incentive Plan
Restricted Stock Agreement.
10.2.11 The Charming Shoppes, Inc. Employee Stock Purchase Plan, as
amended, incorporated by reference to Form 10-K of the Registrant for the
fiscal year ended February 3, 1996. (Exhibit 10.2.10).
10.2.12 The Charming Shoppes, Inc. Restricted Stock Award Plan for
Associates, incorporated by reference to Form 10-K of the Registrant for
the fiscal year ended February 3, 1996. (Exhibit 10.2.11).
10.2.13 The Charming Shoppes, Inc. 1996 Restricted Stock Award Program,
incorporated by reference to Form 10-K of the Registrant for the fiscal
year ended February 3, 1996. (Exhibit 10.2.12).
10.2.14 The Charming Shoppes, Inc. 1996 Restricted Stock Award Program
Restricted Stock Agreement, incorporated by reference to Form 10-K of the
Registrant for the fiscal year ended February 3, 1996. (Exhibit 10.2.13).
10.2.15 Employment Agreement, dated as of May 17, 1995, by and between
Charming Shoppes, Inc., and David V. Wachs, incorporated by reference to
Form 10-K of the Registrant for the fiscal year ended February 3, 1996.
(Exhibit 10.2.14).
10.2.16 Employment Agreement, dated as of August 22, 1995 by and between
Charming Shoppes, Inc., and Dorrit J. Bern, incorporated by reference to
Form 10-K of the Registrant for the fiscal year ended February 3, 1996.
(Exhibit 10.2.15).
10.2.17 1993 Employees' Stock Incentive Plan Stock Option Agreement,
dated as of August 23, 1995, by and between Charming Shoppes, Inc., and
Dorrit J. Bern, incorporated by reference to Form 10-K of the Registrant
for the fiscal year ended February 3, 1996. (Exhibit 10.2.16).
(75)
<PAGE>
10.2.18 1993 Employees' Stock Incentive Plan Restricted Stock and Stock
Bonus Agreement, dated as of March 20, 1996, by and between Charming
Shoppes, Inc., and Dorrit J. Bern, incorporated by reference to Form 10-K
of the Registrant for the fiscal year ended February 3, 1996. (Exhibit
10.2.17).
10.2.19 Settlement Agreement and Release, dated as of February 9, 1996,
by and between Charming Shoppes, Inc., and Philip Wachs, incorporated by
reference to Form 10-K of the Registrant for the fiscal year ended February
3, 1996. (Exhibit 10.2.20).
10.2.20 Settlement Agreement and Release, dated as of April 25, 1996, by
and between Charming Shoppes, Inc., and Samuel Sidewater, incorporated by
reference to Form 10-K of the Registrant for the fiscal year ended February
3, 1996. (Exhibit 10.2.21).
10.2.21 The Charming Shoppes, Inc. Non-Employee Directors Compensation
Program, incorporated by reference to Registration Statement on Form S-8
(Registration No. 333-22323), of the Registrant, dated February 25, 1997.
(Exhibit 4.1).
10.2.22 The Charming Shoppes, Inc. Compensation Program for the Non-
Employee Chairman of the Board of Directors, incorporated by reference to
Registration Statement on Form S-8 (Registration No. 333-22323), of the
Registrant, dated February 25, 1997. (Exhibit 4.2).
10.2.23 Charming Shoppes, Inc. 1998 Restricted Award Program, incorpo-
rated by reference to Form 10-K of the Registrant for the fiscal year ended
January 31, 1998. (Exhibit 10.2.22).
10.2.24 Charming Shoppes Inc. 1999 Associates' Stock Incentive Plan.
10.2.25 Charming Shoppes, Inc. 1999 Associates' Stock Incentive Plan
Stock Option Agreement.
Other Exhibits
Exhibit 21 - Subsidiaries of Registrant
Exhibit 23 - Consent of independent auditors
Exhibit 27 - Financial data schedule
All other schedules are omitted because they are not applicable or not
required, or because the required information is included in the consoli-
dated financial statements or notes thereto.
(76)
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Charming Shoppes, Inc., has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
CHARMING SHOPPES, INC.
/S/ DORRIT J. BERN
- -------------------------------------
By: Dorrit J. Bern
Chairman of the Board
President and Chief Executive Officer
Date: April 28, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
/S/ DORRIT J. BERN /S/ ERIC M. SPECTER
- ------------------------------------- ------------------------------------
Dorrit J. Bern, April 28, 1999 Eric M. Specter, April 28, 1999
Chairman of the Board Executive Vice President
President and Chief Executive Officer Chief Financial Officer And Treasurer
/S/ JOHN J. SULLIVAN /S/ JOSEPH L. CASTLE II
- ------------------------------------- ------------------------------------
John J. Sullivan, April 28, 1999 Joseph L. Castle II, April 28, 1999
Vice President, Corporate Controller Director
Chief Accounting Officer
/S/ MARVIN L. SLOMOWITZ
- ------------------------------------- ------------------------------------
Alan Rosskamm, Marvin L. Slomowitz, April 28, 1999
Director Director
/S/ MARJORIE MARGOLIES-MEZVINSKY /S/ PAMELA S. LEWIS
- ------------------------------------- ------------------------------------
Marjorie Margolies-Mezvinsky Pamela S. Lewis, April 28, 1999
April 28, 1999 Director
Director
- -------------------------------------
Kenneth S. Olshan
Director
(77)
EXHIBIT 3.2
BYLAWS
OF
CHARMING SHOPPES, INC.
(AS AMENDED THROUGH APRIL 28, 1999)
B Y L A W S
OF
CHARMING SHOPPES, INC.
(a Pennsylvania Registered Corporation)
ARTICLE I
Offices and Fiscal Year
Section 1.01. Registered Office. The registered office of the
corporation in the Commonwealth of Pennsylvania shall be at 450 Winks
Lane, Bensalem, Pennsylvania 19020, until otherwise established by an
amendment of the articles of incorporation (the "articles") or by the
board of directors and a record of such change is filed with the
Department of State in the manner provided by law.
Section 1.02. Other Offices. The corporation may also have offices at
such other places within or without the Commonwealth of Pennsylvania as
the board of directors may from time to time appoint or the business of
the corporation may require.
Section 1.03. Fiscal Year. The fiscal year of the corporation shall end
on the Saturday nearest January 31 in each year.
ARTICLE II
Notice - Waivers - Meetings Generally
Section 2.01. Manner of Giving Notice.
(a) General Rule -- Whenever written notice is required to be given
to any person under the provisions of the Business Corporation Law or by
the articles or these bylaws, it may be given to the person either
personally or by sending a copy thereof by first class or express mail,
postage prepaid, or by telegram (with messenger service specified), telex
or TWX (with answerback received) or courier service, charges prepaid, or
by facsimile transmission, to the address (or to the telex, TWX, facsimile
or telephone number) of the person appearing on the books of the
corporation or, in the case of directors, supplied by the director to the
corporation for the purpose of notice. If the corporation has more than
30 shareholders, notice of any regular or special meeting of the
shareholders, or any other notice required by the Business Corporation Law
or by the articles or these bylaws to be given to all shareholders or to
all holders of a class or series of shares, may be given by any class of
postpaid mail if the notice is deposited in the United States mail at
least 20 days prior to the day named for the meeting or any corporate or
shareholder action specified in the notice. If the notice is sent by
mail, telegraph or courier service, it shall be deemed to have been given
to the person entitled thereto when deposited in the United States mail or
with a telegraph office or courier service for delivery to that person or,
in the case of telex or TWX, when dispatched or, in the case of facsimile
transmission, when received. A notice of meeting shall specify the place,
day and hour of the meeting and any other information required by any
other provision of the Business Corporation Law, the articles or these
bylaws.
(b) Adjourned Shareholder Meetings -- When a meeting of
shareholders is adjourned, it shall not be necessary to give any notice of
the adjourned meeting or of the business to be transacted at an adjourned
meeting, other than by announcement at the meeting at which the
adjournment is taken, unless the board fixes a new record date for the
adjourned meeting in which event notice shall be given in accordance with
Section 2.03.
Section 2.02. Notice of Meetings of Board of Directors. Notice of a
regular meeting of the board of directors need not be given. Notice of
every special meeting of the board of directors shall be given to each
director by telephone or in writing at least 24 hours (in the case of
notice by telephone, telex, TWX or facsimile transmission) or 48 hours (in
the case of notice by telegraph, courier service or express mail) or five
days (in the case of notice by first class mail) before the time at which
the meeting is to be held. Every such notice shall state the time and
place of the meeting. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the board need be specified
in a notice of the meeting.
Section 2.03. Notice of Meetings of Shareholders.
(a) General Rule -- Written notice of every meeting of the
shareholders shall be given by, or at the direction of, the secretary or
other authorized person to each shareholder of record entitled to vote at
the meeting at least (1) ten days prior to the day named for a meeting
(and, in case of a meeting called to consider a merger, consolidation,
share exchange or division, to each shareholder of record not entitled to
vote at the meeting) called to consider a fundamental change under 15
Pa.C.S. Chapter 19 or (2) five days prior to the day named for the meeting
in any other case. If the secretary neglects or refuses to give notice of
a meeting, the person or persons calling the meeting may do so. In the
case of a special meeting of shareholders, the notice shall specify the
general nature of the business to be transacted.
(b) Notice of Action by Shareholders on Bylaws -- In the case of a
meeting of shareholders that has as one of its purposes action on the
bylaws, written notice shall be given to each shareholder that the
purpose, or one of the purposes, of the meeting is to consider the
adoption, amendment or repeal of the bylaws. There shall be included in,
or enclosed with, the notice a copy of the proposed amendment or a summary
of the changes to be effected thereby.
(c) Notice of Action by Shareholders on Fundamental Change -- In
the case of a meeting of the shareholders that has as one of its purposes
action with respect to any fundamental change under 15 Pa.C.S. Chapter 19,
each shareholder shall be given, together with written notice of the
meeting, a copy or summary of the amendment or plan to be considered at
the meeting in compliance with the provisions of Chapter 19.
(d) Notice of Action by Shareholders Giving Rise to Dissenters
Rights -- In the case of a meeting of the shareholders that has as one
of its purposes action that would give rise to dissenters rights under the
provisions of 15 Pa.C.S. Subchapter 15D, each shareholder shall be given,
together with written notice of the meeting:
(1) a statement that the shareholders have a right to dissent
and obtain payment of the fair value of their shares by complying with the
provisions of Subchapter 15D (relating to dissenters rights); and
(2) a copy of Subchapter 15D.
Section 2.04. Waiver of Notice.
(a) Written Waiver -- Whenever any written notice is required to
be given under the provisions of the Business Corporation Law, the
articles or these bylaws, a waiver thereof in writing, signed by the
person or persons entitled to the notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of the notice.
Neither the business to be transacted at, nor the purpose of, a meeting
need be specified in the waiver of notice of the meeting.
(b) Waiver by Attendance -- Attendance of a person at any meeting
shall constitute a waiver of notice of the meeting except where a person
attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting was
not lawfully called or convened.
Section 2.05. Modification of Proposal Contained in Notice. Whenever the
language of a proposed resolution is included in a written notice of a
meeting required to be given under the provisions of the Business
Corporation Law or the articles or these bylaws, the meeting considering
the resolution may without further notice adopt it with such clarifying or
other amendments as do not enlarge its original purpose.
Section 2.06. Exception to Requirement of Notice.
(a) General Rule -- Whenever any notice or communication is
required to be given to any person under the provisions of the Business
Corporation Law or by the articles or these bylaws or by the terms of any
agreement or other instrument or as a condition precedent to taking any
corporate action and communication with that person is then unlawful, the
giving of the notice or communication to that person shall not be
required.
(b) Shareholders Without Forwarding Addresses -- Notice or other
communications need not be sent to any shareholder with whom the
corporation has been unable to communicate for more than 24 consecutive
months because communications to the shareholder are returned unclaimed or
the shareholder has otherwise failed to provide the corporation with a
current address. Whenever the shareholder provides the corporation with a
current address, the corporation shall commence sending notices and other
communications to the shareholder in the same manner as to other
shareholders.
Section 2.07. Use of Conference Telephone and Similar Equipment. Any
director may participate in any meeting of the board of directors, and the
board of directors may provide by resolution with respect to a specific
meeting or with respect to a class of meetings that one or more persons
may participate in a meeting of the shareholders of the corporation, by
means of conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this section shall constitute
presence in person at the meeting.
ARTICLE III
Shareholders
Section 3.01. Place of Meeting. All meetings of the shareholders of the
corporation shall be held at the registered office of the corporation
unless another place is designated by the board of directors in the notice
of a meeting.
Section 3.02. Annual Meeting. The board of directors may fix and
designate the date and time of the annual meeting of the shareholders, but
if no such date and time is fixed and designated by the board, the meeting
for any calendar year shall be held on the second Wednesday in June in
such year, if not a legal holiday under the laws of Pennsylvania, and, if
a legal holiday, then on the next succeeding business day, not a Saturday,
at 10:00 o'clock A.M., and at said meeting the shareholders then entitled
to vote shall elect directors and shall transact such other business as
may properly be brought before the meeting. If the annual meeting shall
not have been called and held within six months after the designated time,
any shareholder may call the meeting at any time thereafter.
Section 3.03. Special Meetings. Special meetings of the shareholders may
be called at any time by the chairman of the board or the president or by
resolution of the board of directors. The person or resolution calling
the meeting may fix the date, time and place of the meeting, but if they
are not so fixed, it shall be the duty of the secretary to do so. A date
fixed by the secretary shall not be more than 60 days after the date of
the adoption of the resolution of the board calling the special meeting.
Section 3.04. Quorum and Adjournment.
(a) General Rule -- A meeting of shareholders of the corporation
duly called shall not be organized for the transaction of business unless
a quorum is present. The presence of shareholders entitled to cast at
least a majority of the votes that all shareholders are entitled to cast
on a particular matter to be acted upon at the meeting shall constitute a
quorum for the purposes of consideration and action on the matter. Shares
of the corporation owned, directly or indirectly, by it and controlled,
directly or indirectly, by the board of directors of this corporation, as
such, shall not be counted in determining the total number of outstanding
shares for quorum purposes at any given time.
(b) Withdrawal of a Quorum -- The shareholders present at a duly
organized meeting can continue to do business until adjournment
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
(c) Adjournments Generally -- Any regular or special meeting of
the shareholders, including one at which directors are to be elected and
one which cannot be organized because a quorum has not attended, may be
adjourned for such period and to such place as the shareholders present
and entitled to vote shall direct.
(d) Electing Directors at Adjourned Meeting -- Those shareholders
entitled to vote who attend a meeting called for the election of directors
that has been previously adjourned for lack of a quorum, although less
than a quorum as fixed in this section, shall nevertheless constitute a
quorum for the purpose of electing directors.
(e) Other Action in Absence of Quorum -- Those shareholders
entitled to vote who attend a meeting of shareholders that has been
previously adjourned for one or more periods aggregating at least 15 days
because of an absence of a quorum, although less than a quorum as fixed in
this section, shall nevertheless constitute a quorum for the purpose of
acting upon any matter set forth in the notice of the meeting if the
notice states that those shareholders who attend the adjourned meeting
shall nevertheless constitute a quorum for the purpose of acting upon the
matter.
Section 3.05. Action by Shareholders. Except as otherwise provided in
the Business Corporation Law or the articles or these bylaws, whenever any
corporate action is to be taken by vote of the shareholders of the
corporation, it shall be authorized upon receiving the affirmative vote of
a majority of the votes cast by all shareholders entitled to vote thereon
and, if any shareholders are entitled to vote thereon as a class, upon
receiving the affirmative vote of a majority of the votes cast by the
shareholders entitled to vote as a class.
Section 3.06. Organization. At every meeting of the shareholders, the
chairman of the board, if there be one, or, in the case of vacancy in
office or absence of the chairman of the board, one of the following
persons present in the order stated: the vice chairman of the board, if
there be one, the president, the vice presidents in their order of rank
and seniority, or a person chosen by vote of the shareholders present,
shall act as chairman of the meeting. The secretary or, in the absence of
the secretary, an assistant secretary, or, in the absence of both the
secretary and assistant secretaries, a person appointed by the chairman of
the meeting, shall act as secretary of the meeting.
Section 3.07. Voting Rights of Shareholders. Unless otherwise provided
in the articles, every shareholder of the corporation shall be entitled to
one vote for every share standing in the name of the shareholder on the
books of the corporation.
Section 3.08. Voting and Other Action by Proxy.
(a) General Rule --
(1) Every shareholder entitled to vote at a meeting of
shareholders may authorize another person to act for the shareholder by
proxy.
(2) The presence of, or vote or other action at a meeting of
shareholders by a proxy of a shareholder shall constitute the presence of,
or vote or action by the shareholder.
(3) Where two or more proxies of a shareholder are present, the
corporation shall, unless otherwise expressly provided in the proxy,
accept as the vote of all shares represented thereby the vote cast by a
majority of them and, if a majority of the proxies cannot agree whether
the shares represented shall be voted or upon the manner of voting the
shares, the voting of the shares shall be divided equally among those
persons.
(b) Execution and Filing -- Every proxy shall be executed in
writing by the shareholder or by the duly authorized attorney-in- fact of
the shareholder and filed with the secretary of the corporation. A
telegram, telex, cablegram, datagram or similar transmission from a
shareholder or attorney-in-fact, or a photographic, facsimile or similar
reproduction of a writing executed by a shareholder or attorney-in-fact:
(1) may be treated as properly executed for purposes of this
subsection; and
(2) shall be so treated if it sets forth a confidential and
unique identification number or other mark furnished by the corporation to
the shareholder for the purposes of a particular meeting or transaction.
(c) Revocation -- A proxy, unless coupled with an interest, shall
be revocable at will, notwithstanding any other agreement or any provision
in the proxy to the contrary, but the revocation of a proxy shall not be
effective until written notice thereof has been given to the secretary of
the corporation. An unrevoked proxy shall not be valid after three years
from the date of its execution unless a longer time is expressly provided
therein. A proxy shall not be revoked by the death or incapacity of the
maker unless, before the vote is counted or the authority is exercised,
written notice of the death or incapacity is given to the secretary of the
corporation.
(d) Expenses -- The corporation shall pay the reasonable expenses
of solicitation of votes, proxies or consents of shareholders by or on
behalf of the board of directors or its nominees for election to the
board, including solicitation by professional proxy solicitors and
otherwise.
Section 3.09. Voting by Fiduciaries and Pledgees. Shares of the
corporation standing in the name of a trustee or other fiduciary and
shares held by an assignee for the benefit of creditors or by a receiver
may be voted by the trustee, fiduciary, assignee or receiver. A
shareholder whose shares are pledged shall be entitled to vote the shares
until the shares have been transferred into the name of the pledgee, or a
nominee of the pledgee, but nothing in this section shall affect the
validity of a proxy given to a pledgee or nominee.
Section 3.10. Voting by Joint Holders of Shares.
(a) General Rule -- Where shares of the corporation are held
jointly or as tenants in common by two or more persons, as fiduciaries or
otherwise:
(1) if only one or more of such persons is present in person or
by proxy, all of the shares standing in the names of such persons shall be
deemed to be represented for the purpose of determining a quorum and the
corporation shall accept as the vote of all the shares the vote cast by a
joint owner or a majority of them; and
(2) if the persons are equally divided upon whether the shares
held by them shall be voted or upon the manner of voting the shares, the
voting of the shares shall be divided equally among the persons without
prejudice to the rights of the joint owners or the beneficial owners
thereof among themselves.
(b) Exception -- If there has been filed with the secretary of the
corporation a copy, certified by an attorney at law to be correct, of the
relevant portions of the agreement under which the shares are held or the
instrument by which the trust or estate was created or the order of court
appointing them or of an order of court directing the voting of the
shares, the persons specified as having such voting power in the document
latest in date of operative effect so filed, and only those persons, shall
be entitled to vote the shares but only in accordance therewith.
Section 3.11. Voting by Corporations.
(a) Voting by Corporate Shareholders -- Any corporation that is a
shareholder of this corporation may vote at meetings of shareholders of
this corporation by any of its officers or agents, or by proxy appointed
by any officer or agent, unless some other person, by resolution of the
board of directors of the other corporation or a provision of its articles
or bylaws, a copy of which resolution or provision certified to be correct
by one of its officers has been filed with the secretary of this
corporation, is appointed its general or special proxy in which case that
person shall be entitled to vote the shares.
(b) Controlled Shares -- Shares of this corporation owned,
directly or indirectly, by it and controlled, directly or indirectly, by
the board of directors of this corporation, as such, shall not be voted at
any meeting and shall not be counted in determining the total number of
outstanding shares for voting purposes at any given time.
Section 3.12. Determination of Shareholders of Record.
(a) Fixing Record Date -- The board of directors may fix a time
prior to the date of any meeting of shareholders as a record date for the
determination of the shareholders entitled to notice of, or to vote at,
the meeting, which time, except in the case of an adjourned meeting, shall
be not more than 90 days prior to the date of the meeting of shareholders.
Only shareholders of record on the date fixed shall be so entitled
notwithstanding any transfer of shares on the books of the corporation
after any record date fixed as provided in this subsection. The board of
directors may similarly fix a record date for the determination of
shareholders of record for any other purpose. When a determination of
shareholders of record has been made as provided in this section for
purposes of a meeting, the determination shall apply to any adjournment
thereof unless the board fixes a new record date for the adjourned
meeting.
(b) Determination When a Record Date is Not Fixed -- If a record
date is not fixed:
(1) the record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the day next preceding the day on which notice is given.
(2) the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.
(c) Certification by Nominee -- The board of directors may adopt a
procedure whereby a shareholder of the corporation may certify in writing
to the corporation that all or a portion of the shares registered in the
name of the shareholder are held for the account of a specified person or
persons. Upon receipt by the corporation of a certification complying
with the procedure, the persons specified in the certification shall be
deemed, for the purposes set forth in the certification, to be the holders
of record of the number of shares specified in place of the shareholder
making the certification.
Section 3.13. Voting Lists.
(a) General Rule -- The officer or agent having charge of the
transfer books for shares of the corporation shall make a complete list of
the shareholders entitled to vote at any meeting of shareholders, arranged
in alphabetical order, with the address of and the number of shares held
by each. The list shall be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes thereof except that,
if the corporation has 5,000 or more shareholders, in lieu of the making
of the list the corporation may make the information therein available at
the meeting by any other means.
(b) Effect of List -- Failure to comply with the requirements of
this section shall not affect the validity of any action taken at a
meeting prior to a demand at the meeting by any shareholder entitled to
vote thereat to examine the list. The original share register or transfer
book, or a duplicate thereof kept in the Commonwealth of Pennsylvania,
shall be prima facie evidence as to who are the shareholders entitled to
examine the list or share register or transfer book or to vote at any
meeting of shareholders.
Section 3.14. Judges of Election.
(a) Appointment -- In advance of any meeting of shareholders of
the corporation, the board of directors may appoint judges of election,
who need not be shareholders, to act at the meeting or any adjournment
thereof. If judges of election are not so appointed, the presiding
officer of the meeting may, and on the request of any shareholder shall,
appoint judges of election at the meeting. The number of judges shall be
one or three. A person who is a candidate for an office to be filled at
the meeting shall not act as a judge.
(b) Vacancies -- In case any person appointed as a judge fails to
appear or fails or refuses to act, the vacancy may be filled by
appointment made by the board of directors in advance of the convening of
the meeting or at the meeting by the presiding officer thereof.
(c) Duties -- The judges of election shall determine the number of
shares outstanding and the voting power of each, the shares represented at
the meeting, the existence of a quorum, and the authenticity, validity and
effect of proxies, receive votes or ballots, hear and determine all
challenges and questions in any way arising in connection with nominations
by shareholders or the right to vote, count and tabulate all votes,
determine the result and do such acts as may be proper to conduct the
election or vote with fairness to all shareholders. The judges of
election shall perform their duties impartially, in good faith, to the
best of their ability and as expeditiously as is practical. If there are
three judges of election, the decision, act or certificate of a majority
shall be effective in all respects as the decision, act or certificate of
all.
(d) Report -- On request of the presiding officer of the meeting
or of any shareholder, the judges shall make a report in writing of any
challenge or question or matter determined by them, and execute a
certificate of any fact found by them. Any report or certificate made by
them shall be prima facie evidence of the facts stated therein.
Section 3.15. Minors as Security Holders. The corporation may treat a
minor who holds shares or obligations of the corporation as having
capacity to receive and to empower others to receive dividends, interest,
principal and other payments or distributions, to vote or express consent
or dissent and to make elections and exercise rights relating to such
shares or obligations unless, in the case of payments or distributions on
shares, the corporate officer responsible for maintaining the list of
shareholders or the transfer agent of the corporation or, in the case of
payments or distributions on obligations, the treasurer or paying officer
or agent has received written notice that the holder is a minor.
Section 3.16. Business at Meetings of Shareholders.
(a) Except as otherwise provided by law, or the articles or in these
bylaws, or except as permitted by the presiding officer of the meeting in
the exercise of such officer's sole discretion in any specific instance,
the business which shall be voted upon or discussed at any annual or
special meeting of the shareholders (other than the nomination of
directors which shall be governed by Section 4.02(b) of these bylaws)
shall (i) have been specified in the written notice of the meeting (or any
supplement thereto) given by the corporation, (ii) be brought before the
meeting at the direction of the board of directors, (iii) be brought
before the meeting by the presiding officer of the meeting unless a
majority of the directors then in office object to such business being
conducted at the meeting, or (iv) in the case of an annual meeting of
shareholders have been specified in a written notice given to the
corporation by or on behalf of any shareholder who shall have been a
shareholder of record on the record date for such meeting and who shall
continue to be entitled to vote thereat (the "Shareholder Notice"), in
accordance with all of the requirements set forth below.
(b) Each Shareholder Notice must be delivered to, or mailed and
received at, the principal executive offices of the corporation addressed
to the attention of the president (i) in the case of an annual meeting
that is called for a date that is within 30 days before or after the
anniversary date of the immediately preceding annual meeting of
shareholders, not less than 60 days nor more than 90 days prior to the
anniversary of the date on which notice of the date of the immediately
preceding annual meeting was mailed, provided that a proposal submitted by
a shareholder for inclusion in the corporation's proxy statement for an
annual meeting which is appropriate for inclusion therein and otherwise
complies with Rule 14a-8 under the Securities Exchange Act of 1934
(including requirements as to timeliness) shall be deemed to have also
been submitted timely pursuant to this Section 3.16(b), and (ii) in the
case of an annual meeting that is called for a date that is not within 30
days before or after the anniversary date of the immediately preceding
annual meeting, not later than the close of business on the later of the
60th day prior to the annual meeting date or the tenth day following the
day on which public disclosure of the meeting date (which shall include
disclosure of the meeting date given to the national securities exchange
or the National Association of Securities Dealers) was made. Each such
Shareholder Notice must set forth (A) the name and address of the
shareholder who intends to bring the business before the annual meeting
("Proposing Shareholder"); (B) the name and address of the beneficial
owner, if different than the Proposing Shareholder, of any of the shares
owned of record by the Proposing Shareholder ("Beneficial Owner"); (C) the
number of shares of each class and series of shares of the corporation
which are owned of record and beneficially by the Proposing Shareholder
and the number which are owned beneficially by any Beneficial Owner; (D)
any interest (other than an interest solely as a shareholder) which the
Proposing Shareholder or a Beneficial Owner has in the business being
proposed by the Proposing Shareholder; (E) a description of all
arrangements and understandings between the Proposing Shareholder and any
Beneficial Owner and any other person or persons (naming such person or
persons) pursuant to which the proposal in the Shareholder Notice is being
made; (F) a description of the business which the Proposing Shareholder
seeks to bring before the annual meeting, the reason for doing so and, if
a specific action is to be proposed, the text of the resolution or
resolutions which the Proposing Shareholder proposes that the corporation
adopt; and (G) a representation that the Proposing Shareholder is at the
time of giving the Shareholder Notice, was or will be on the record date
for the meeting, and will be on the meeting date a holder of record of
shares of the corporation entitled to vote at such meeting, and intends to
appear in person or by proxy at the meeting to bring the business
specified in the Shareholder Notice before the meeting. The presiding
officer of the meeting may, in such officer's sole discretion, refuse to
acknowledge any business proposed by a shareholder which the presiding
officer determines is not made in compliance with the foregoing procedure.
(The provisions of this section were adopted by the board of directors of
the corporation on September 22, 1998 and amended by the board of
directors on April 28, 1999)
ARTICLE IV
Board of Directors
Section 4.01. Powers; Personal Liability.
(a) General Rule -- Unless otherwise provided by statute, all
powers vested by law in the corporation shall be exercised by or under the
authority of, and the business and affairs of the corporation shall be
managed under the direction of, the board of directors.
(b) Personal Liability of Directors -- A director shall not be
personally liable for monetary damages as such for any action taken, or
any failure to take any action, on or after January 27, 1987 unless the
director has breached or failed to perform the duties of his office under
Section 8363 of the Pennsylvania Directors' Liability Act [now 15 Pa.C.S.
Subch. 17B], and the breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness. The provisions of this
subsection shall not apply to the responsibility or liability of a
director pursuant to any criminal statute, or the liability of a director
for the payment of taxes pursuant to local, state or Federal law.
(The provisions of this subsection (b) were first adopted by the
shareholders of the corporation on May 20, 1987.)
(c) Notation of Dissent -- A director of the corporation who is
present at a meeting of the board of directors, or of a committee of the
board, at which action on any corporate matter is taken on which the
director is generally competent to act, shall be presumed to have assented
to the action taken unless his or her dissent is entered in the minutes of
the meeting or unless the director files his or her written dissent to the
action with the secretary of the meeting before the adjournment thereof or
transmits the dissent in writing to the secretary of the corporation
immediately after the adjournment of the meeting. The right to dissent
shall not apply to a director who voted in favor of the action. Nothing
in this section shall bar a director from asserting that minutes of the
meeting incorrectly omitted his or her dissent if, promptly upon receipt
of a copy of such minutes, the director notifies the secretary, in
writing, of the asserted omission or inaccuracy.
Section 4.02. Qualifications and Selection of Directors.
(a) Qualifications -- Each director of the corporation shall be a
natural person of full age who need not be a resident of the Commonwealth
of Pennsylvania or a shareholder of the corporation.
(b) Nomination of Candidates -- Nominations of candidates for
election to the board of directors at a meeting of the shareholders may be
made only by the board of directors or a proxy committee appointed by the
board of directors or by any shareholder entitled to vote in such
election. A nomination may be made by a shareholder only if written
notice of the nomination has been given to the secretary of the
corporation not later than the date on which a shareholder proposal would
be required to be submitted to the corporation in order to be set forth in
the corporation's proxy statement pursuant to the applicable proxy rules
of the Securities and Exchange Commission. Each such notice shall set
forth:
(1) the name and address of the shareholder who intends to make
the nomination and of the person or persons to be nominated;
(2) a representation that the shareholder is a holder of record
of shares of the corporation entitled to vote at the meeting and intends
to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice;
(3) a description of all arrangements or understandings between
the shareholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations
are to be made by the shareholder;
(4) such other information regarding each nominee proposed by
the shareholder as would be required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange
Commission if the nominee had been nominated by the board of directors;
and
(5) the written consent of each nominee, signed by such
nominee, to serve as a director of the corporation if so elected.
The chairman of the meeting may refuse to acknowledge the nomination
of any person by a shareholder not made in compliance with the foregoing
procedure.
(c) Election of Directors -- In elections for directors, voting
need not be by ballot, unless required by vote of the shareholders before
the voting for the election of directors begins. The candidates receiving
the highest number of votes from each class or group of classes, if any,
entitled to elect directors separately up to the number of directors to be
elected by the class or group of classes shall be elected. If at any
meeting of shareholders, directors of more than one class are to be
elected, each class of directors shall be elected in a separate election.
(d) Alternate Directors -- A shareholder or group of shareholders
entitled to elect, appoint, designate or otherwise select one or more
directors may select an alternate for each director for a coextensive
term. After the adoption of this subsection (d) and prior to the 1993
Annual Meeting of Shareholders, any director elected by the shareholders
may resign from office and the board of directors may elect the former
director as an alternate director, to serve until the 1993 Annual Meeting
of Shareholders. An alternate director may attend all meetings of the
board of directors. In the absence of a director from a meeting of the
board, the director's alternate may execute a written consent and exercise
at the meeting or in such consent all the powers of the absent director.
When so exercising the powers of the absent director, the alternate shall
be subject in all respects to the provisions of the Business Corporation
Law, the articles and these bylaws relating to directors of the
corporation, and the term "Director", when used in the Business
Corporation Law, the articles or these bylaws shall be construed to
include and refer to any alternate director, unless the context requires
otherwise.
(The provisions of this subsection (d) were first adopted by the board of
directors of the corporation on January 21, 1993 and amended by the board
of directors on June 29, 1993)
Section 4.03. Number and Term of Office.
(a) Number -- The board of directors shall consist of such number
of directors, not less than six nor more than twelve, as may be determined
from time to time by resolution of the board of directors.
(b) Term of Office -- Each director shall hold office until the
expiration of the term for which he or she was selected and until a
successor has been selected and qualified or until his or her earlier
death, resignation or removal. A decrease in the number of directors
shall not have the effect of shortening the term of any incumbent
director.
(c) Resignation -- Any director may resign at any time upon
written notice to the corporation. The resignation shall be effective
upon receipt thereof by the corporation or at such subsequent time as
shall be specified in the notice of resignation.
(d) Classified Board of Directors -- The directors shall be
classified in respect of the time for which they shall severally hold
office as follows:
(1) each class shall be as nearly equal in number as possible.
(2) the term of office of at least one class shall expire in
each year.
(3) the members of each class shall be elected for a period of
three years.
Section 4.04. Vacancies.
(a) General Rule -- Vacancies in the board of directors, including
vacancies resulting from an increase in the number of directors, may be
filled by a majority vote of the remaining members of the board though
less than a quorum, or by a sole remaining director. In the case of a
vacancy in the board of directors resulting from an increase in the number
of directors, the person selected shall serve until the next annual
meeting of shareholders and until a successor has been selected and
qualified or until his or her earlier death, resignation or removal. In
any other case, each person so selected shall be a director to serve until
the next selection of the class for which such director has been chosen,
and until a successor has been selected and qualified or until his or her
earlier death, resignation or removal. When the number of directors is
increased by the board and any newly created directorships are filled by
the board, there shall be no classification of the additional directors
until the next annual meeting of the shareholders.
(b) Action by Resigned Directors -- When one or more directors
resign from the board effective at a future date, the directors then in
office, including those who have so resigned, shall have power by the
applicable vote to fill the vacancies, the vote thereon to take effect
when the resignations become effective.
Section 4.05. Removal of Directors.
(a) Removal by the Shareholders -- The entire board of directors,
or any class of the board, or any individual director may be removed from
office without assigning any cause only by the affirmative vote of the
holders of not less than 80% of the combined voting power of the then
outstanding shares of stock of all classes and series of the corporation
entitled to vote generally in the election of directors, in each case
voting as a single class in accordance with the articles. In case the
board or a class of the board or any one or more directors are so removed,
new directors may be elected at the same meeting.
(b) Removal by the Board -- The board of directors may declare
vacant the office of a director who has been judicially declared of
unsound mind or who has been convicted of an offense punishable by
imprisonment for a term of more than one year or if, within 60 days after
notice of his or her selection, the director does not accept the office
either in writing or by attending a meeting of the board of directors.
Section 4.06. Place of Meetings. Meetings of the board of directors may
be held at such place within or without the Commonwealth of Pennsylvania
as the board of directors may from time to time appoint or as may be
designated in the notice of the meeting.
Section 4.07. Organization of Meetings. At every meeting of the board of
directors, the chairman of the board, if there be one, or, in the case of
a vacancy in the office or absence of the chairman of the board, one of
the following officers present in the order stated: the vice chairman of
the board, if there be one, the president, the vice presidents in their
order of rank and seniority, or a person chosen by a majority of the
directors present, shall act as chairman of the meeting. The secretary
or, in the absence of the secretary, an assistant secretary, or, in the
absence of the secretary and the assistant secretaries, any person
appointed by the chairman of the meeting, shall act as secretary of the
meeting.
Section 4.08. Regular Meetings. Regular meetings of the board of
directors shall be held at such time and place as shall be designated from
time to time by a majority of the board of directors or by the chairman or
the president.
Section 4.09. Special Meetings. Special meetings of the board of
directors shall be held whenever called by a majority of the board of
directors or by the chairman or the president.
Section 4.10. Quorum of and Action by Directors.
(a) General Rule -- A majority of the directors in office of the
corporation shall be necessary to constitute a quorum for the transaction
of business and the acts of a majority of the directors present and voting
at a meeting at which a quorum is present shall be the acts of the board
of directors.
(b) Action by Written Consent -- Any action required or permitted
to be taken at a meeting of the directors may be taken without a meeting
if, prior or subsequent to the action, a consent or consents thereto by
all of the directors in office is filed with the secretary of the
corporation.
Section 4.11. Executive and Other Committees.
(a) Establishment and Powers -- The board of directors may, by
resolution adopted by a majority of the directors in office, establish an
Executive Committee and one or more other committees to consist of one or
more directors of the corporation. Any committee, to the extent provided
in the resolution of the board of directors, shall have and may exercise
all of the powers and authority of the board of directors except that a
committee shall not have any power or authority as to the following:
(1) the submission to shareholders of any action requiring
approval of shareholders under the Business Corporation Law.
(2) the creation or filling of vacancies in the board of
directors.
(3) the adoption, amendment or repeal of these bylaws.
(4) the amendment or repeal of any resolution of the board that
by its terms is amendable or repealable only by the board.
(5) action on matters committed by a resolution of the board of
directors to another committee of the board.
(b) Alternate Committee Members -- The board may designate one or
more directors as alternate members of any committee who may replace any
absent or disqualified member at any meeting of the committee or for the
purposes of any written action by the committee. In the absence or
disqualification of a member and alternate member or members of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may
unanimously appoint another director to act at the meeting in the place of
the absent or disqualified member.
(c) Term -- Each committee of the board shall serve at the
pleasure of the board.
(d) Committee Procedures -- The term "board of directors" or
"board," when used in any provision of these bylaws relating to the
organization or procedures of or the manner of taking action by the board
of directors, shall be construed to include and refer to the Executive
Committee or any other committee of the board, except that a meeting of
the Executive Committee may be called at any time by any member.
Section 4.12. Compensation. The board of directors shall have the
authority to fix the compensation of directors for their services as
directors and a director may be a salaried officer of the corporation.
ARTICLE V
Officers
Section 5.01. Officers Generally.
(a) Number, Qualifications and Designation -- The officers of the
corporation shall be a president, one or more vice presidents, a
secretary, a treasurer, and such other officers as may be elected in
accordance with the provisions of Section 5.03. Officers may but need not
be directors or shareholders of the corporation. The president and
secretary shall be natural persons of full age. The treasurer may be a
corporation, but if a natural person shall be of full age. The board of
directors may elect from among the members of the board a chairman of the
board and one or more vice chairmen of the board who shall be officers of
the corporation. Any number of offices may be held by the same person.
(b) Bonding -- The corporation may secure the fidelity of any or
all of its officers by bond or otherwise.
(c) Standard of Care -- In lieu of the standards of conduct
otherwise provided by law, officers of the corporation shall be subject to
the same standards of conduct, including standards of care and loyalty and
rights of justifiable reliance, as shall at the time be applicable to
directors of the corporation. An officer of the corporation shall not be
personally liable, as such, to the corporation or its shareholders for
monetary damages for any action taken, or any failure to take any action,
unless the officer has breached or failed to perform the duties of his or
her office under the articles of incorporation, these bylaws, or the
applicable provisions of law and the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness. The
provisions of this subsection shall not apply to the responsibility or
liability of an officer pursuant to any criminal statute or for the
payment of taxes pursuant to local, state or federal law.
Section 5.02. Election, Term of Office and Resignations.
(a) Election and Term of Office -- The officers of the
corporation, except those elected by delegated authority pursuant to
Section 5.03, shall be elected annually by the board of directors, and
each such officer shall hold office for a term of one year and until a
successor has been selected and qualified or until his or her earlier
death, resignation or removal.
(b) Resignations -- Any officer may resign at any time upon
written notice to the corporation. The resignation shall be effective
upon receipt thereof by the corporation or at such subsequent time as may
be specified in the notice of resignation.
Section 5.03. Subordinate Officers, Committees and Agents. The board of
directors may from time to time elect such other officers and appoint such
committees, employees or other agents as the business of the corporation
may require, including one or more assistant secretaries, and one or more
assistant treasurers, each of whom shall hold office for such period, have
such authority, and perform such duties as are provided in these bylaws,
or as the board of directors may from time to time determine. The board
of directors may delegate to any officer or committee the power to elect
subordinate officers and to retain or appoint employees or other agents,
or committees thereof, and to prescribe the authority and duties of such
subordinate officers, committees, employees or other agents.
Section 5.04. Removal of Officers and Agents. Any officer or agent of
the corporation may be removed by the board of directors with or without
cause. The removal shall be without prejudice to the contract rights, if
any, of any person so removed. Election or appointment of an officer or
agent shall not of itself create contract rights.
Section 5.05. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, may be filled
by the board of directors or by the officer or committee to which the
power to fill such office has been delegated pursuant to Section 5.03, as
the case may be, and if the office is one for which these bylaws prescribe
a term, shall be filled for the unexpired portion of the term.
Section 5.06. Authority.
(a) General Rule -- All officers of the corporation, as between
themselves and the corporation, shall have such authority and perform such
duties in the management of the corporation as may be provided by or
pursuant to resolutions or orders of the board of directors or, in the
absence of controlling provisions in the resolutions or orders of the
board of directors, as may be determined by or pursuant to these bylaws.
(b) Voting and Acting with Securities Owned by the Corporation --
Each of the chairman of the board and the president shall have the power
and authority to vote and act with respect to all stock and other
securities in any other corporation held by this corporation, unless the
board of directors confers such authority, which may be general or
specific, upon some other person. Any person so authorized to vote
securities shall have the power to appoint an attorney or attorneys, with
general power of substitution, as proxies for this corporation, with full
power to vote and act in behalf of this corporation with respect to such
stock and other securities.
(The provisions of this subsection (c) were amended by the board of
directors August 22, 1995)
Section 5.07. The Chairman of the Board. The chairman of the board shall
preside at all meetings of the shareholders and of the board of directors
and shall perform such other duties as may from time to time be requested
by the board of directors.
(The provisions of this section were amended by the board of directors on
August 22, 1995)
Section 5.08. Vice Chairmen of the Board of Directors. The vice chairmen
of the board, in their order of seniority as designated by the board if
there be more than one, shall preside during the temporary absence of the
chairman of the board at all meetings of the shareholders and of the board
of directors and shall perform such other duties as may from time to time
be requested by the chairman or the board of directors.
(The provisions of this section were amended by the board of directors on
August 22, 1995)
Section 5.09. The Chief Executive Officer. The chairman of the board or
the president, as designated from time to time by the board of directors,
shall be the chief executive officer of the corporation. The chief
executive officer shall have general executive power to manage, control
and supervise the property, business and affairs of the corporation,
subject, however, to the control of the board of directors. The chief
executive officer shall sign, execute, and acknowledge, in the name of the
corporation, deeds, mortgages, bonds, contracts or other instruments,
authorized by the board of directors, except in cases where the signing
and execution thereof shall be expressly delegated by the board of
directors, or by these bylaws, to some other officer or agent of the
corporation.
(The provisions of this section were adopted by the board of directors on
August 22, 1995)
Section 5.10. The President. The president shall perform such duties as
from time to time may be assigned by the board of directors or the chief
executive officer (unless the president shall be the chief executive
officer, in which case the president's duties shall be those specified in
Section 5.09).
(The provisions of this section were amended by the board of directors on
August 22, 1995)
Section 5.11. The Chief Operating Officer. The chief operating officer
shall perform such duties as from time to time may be assigned by the
board of directors or the chief executive officer.
(The provisions of this section were amended by the board of directors on
October 13, 1995)
Section 5.12. The Vice Presidents. The vice presidents, one or more of
whom may be designated executive, senior, group or administrative vice
president or given other descriptive titles, shall perform all duties as
may from time to time be assigned by the board of directors, the chairman
of the board or the president.
Section 5.13. The Secretary. The secretary or an assistant secretary
shall attend all meetings of the shareholders and of the board of
directors and all committees thereof and shall record all the votes of the
shareholders and of the directors and the minutes of the meetings of the
shareholders and of the board of directors and of committees of the board
in a book or books to be kept for that purpose; shall see that notices are
given and records and reports properly kept and filed by the corporation
as required by law; shall be the custodian of the seal of the corporation
and see that it is affixed to all documents to be executed on behalf of
the corporation under its seal; and, in general, shall perform all duties
incident to the office of secretary, and such other duties as may from
time to time be assigned by the board of directors or the chairman of the
board.
Section 5.14. The Treasurer. The treasurer shall be the principal
officer in charge of tax and financial matters of the corporation. The
treasurer or an assistant treasurer shall have or provide for the custody
of the funds or other property of the corporation; shall collect and
receive or provide for the collection and receipt of moneys earned by or
in any manner due to or received by the corporation; shall deposit all
funds in his or her custody as treasurer in such banks or other places of
deposit as the board of directors may from time to time designate; shall,
whenever so required by the board of directors, render an account showing
all transactions as treasurer, and the financial condition of the
corporation; and, in general, shall discharge such other duties as may
from time to time be assigned by the board of directors or the chairman of
the board.
Section 5.15. Delegation of Duties. In the absence of any officer or for
any other reason deemed sufficient by the board of directors or the
chairman of the board, the board of directors or the chairman of the board
may delegate, for the time being, any of the powers and duties of such
officer to any other officer or director or other person.
Section 5.16. Salaries. The salaries of the officers elected by the
board of directors shall be fixed from time to time by the board of
directors or by such officer or committee of the board as may be
designated by resolution of the board. The salaries or other compensation
of any other officers, employees and other agents shall be fixed from time
to time by the officer or committee to which the power to elect such
officers or to retain or appoint such employees or other agents has been
delegated pursuant to Section 5.03. No officer shall be prevented from
receiving such salary or other compensation by reason of the fact that the
officer is also a director of the corporation.
ARTICLE VI
Certificates of Stock, Transfer, Etc.
Section 6.01. Share Certificates.
(a) Form of Certificates -- Certificates for shares of the
corporation shall be in such form as approved by the board of directors,
and shall state that the corporation is incorporated under the laws of the
Commonwealth of Pennsylvania, the name of the person to whom issued, and
the number and class of shares and the designation of the series (if any)
that the certificate represents. If the corporation is authorized to
issue shares of more than one class or series, certificates for shares of
the corporation shall set forth upon the face or back of the certificate
(or shall state on the face or back of the certificate that the
corporation will furnish to any shareholder upon request and without
charge), a full or summary statement of the designations, voting rights,
preferences, limitations and special rights of the shares of each class or
series authorized to be issued so far as they have been fixed and
determined and the authority of the board of directors to fix and
determine the designations, voting rights, preferences, limitations and
special rights of the classes and series of shares of the corporation.
(b) Share Register -- The share register or transfer books and
blank share certificates shall be kept by the secretary or by any transfer
agent or registrar designated by the board of directors for that purpose.
Section 6.02. Issuance. The share certificates of the corporation shall
be numbered and registered in the share register or transfer books of the
corporation as they are issued. They shall be executed in such manner as
the board of directors shall determine.
Section 6.03. Transfer. Transfers of shares shall be made on the share
register or transfer books of the corporation upon surrender of the
certificate therefor, endorsed by the person named in the certificate or
by an attorney lawfully constituted in writing. No transfer shall be made
inconsistent with the provisions of the Uniform Commercial Code, 13
Pa.C.S. 8101 et seq., and its amendments and supplements.
Section 6.04. Record Holder of Shares. The corporation shall be entitled
to treat the person in whose name any share or shares of the corporation
stand on the books of the corporation as the absolute owner thereof, and
shall not be bound to recognize any equitable or other claim to, or
interest in, such share or shares on the part of any other person.
Section 6.05. Lost, Destroyed or Mutilated Certificates. The holder of
any shares of the corporation shall immediately notify the corporation of
any loss, destruction or mutilation of the certificate therefor, and the
board of directors may, in its discretion, cause a new certificate or
certificates to be issued to such holder, in case of mutilation of the
certificate, upon the surrender of the mutilated certificate or, in case
of loss or destruction of the certificate, upon satisfactory proof of such
loss or destruction and, if the board of directors shall so determine, the
deposit of a bond in such form and in such sum, and with such surety or
sureties, as it may direct.
Section 6.06. Rights. Rights issued pursuant to the Rights Agreement,
dated April 27, 1989, between the corporation and Mellon Bank (East) N.A.
(the "Rights Agreement") may be transferred by an Acquiring Person or an
Associate or Affiliate of an Acquiring Person (as such capitalized terms
are defined in the Rights Agreement) only in accordance with the terms of,
and subject to the restrictions contained in, the Rights Agreement.
ARTICLE VII
Indemnification of Directors, Officers and Other Authorized
Representatives
(The provisions of this Article VII were first adopted by the shareholders
of the corporation on May 20, 1987.)
Section 7.01. General Rule. The corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, whether formal or
informal, and whether brought by or in the right of the corporation or
otherwise, by reason of the fact that he was a director, officer or
employee of the corporation (and may indemnify any person who was an agent
of the corporation), or a person serving at the request of the corporation
as a director, officer, partner, fiduciary or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, to the fullest extent permitted by law, including
without limitation indemnification against expenses (including attorneys'
fees and disbursements), damages, punitive damages, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by
such person in connection with such proceeding unless the act or failure
to act giving rise to the claim for indemnification is finally determined
by a court to have constituted willful misconduct or recklessness.
Section 7.02. Advancing Expenses. The corporation shall pay the expenses
(including attorneys' fees and disbursements) actually and reasonably
incurred in defending a civil or criminal action, suit or proceeding on
behalf of any person entitled to indemnification under Section 7.01 in
advance of the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified
by the corporation, and may pay such expenses in advance on behalf of any
agent on receipt of a similar undertaking. The financial ability of such
person to make such repayment shall not be prerequisite to the making of
an advance.
Section 7.03. Definitions. For the purposes of this Article:
(1) the corporation shall be deemed to have requested an
officer, director, employee or agent to serve as fiduciary with respect to
an employee benefit plan where the performance by such person of duties to
the corporation also imposes duties on, or otherwise involves services by,
such person as a fiduciary with respect to the plan;
(2) excise taxes assessed with respect to any transaction with
an employee benefit plan shall be deemed "fines"; and
(3) action taken or omitted by such person with respect to an
employee benefit plan in the performance of duties for a purpose
reasonably believed to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the corporation.
Section 7.04. Securing of Indemnification Obligations. To further
effect, satisfy or secure the indemnification obligations provided herein
or otherwise, the corporation may maintain insurance, obtain a letter of
credit, act as self-insurer, create a reserve, trust, escrow, cash
collateral or other fund or account, enter into indemnification
agreements, pledge or grant a security interest in any assets or
properties of the corporation, or use any other mechanism or arrangement
whatsoever in such amounts, at such costs, and upon such other terms and
conditions as the board of directors shall deem appropriate.
Section 7.05. Contract Rights; Amendment or Repeal. All rights of
indemnification under this Article shall be deemed a contract between the
corporation and the person entitled to indemnification under this Article
pursuant to which the corporation and each such person intend to be
legally bound. Any repeal, amendment or modification hereof shall be
prospective only and shall not limit, but may expand, any rights or
obligations in respect of any proceeding whether commenced prior to or
after such change to the extent such proceeding pertains to actions or
failures to act occurring prior to such change.
Section 7.06. Scope of Article. The indemnification, as authorized by
this Article, shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled
under any statute, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in an official capacity and as
to action in any other capacity while holding such office. The
indemnification and advancement of expenses provided by, or granted
pursuant to, this Article shall continue as to a person who has ceased to
be an officer, director, employee or agent in respect of matters arising
prior to such time, and shall inure to the benefit of the heirs, executors
and administrators of such person.
ARTICLE VIII
Miscellaneous
Section 8.01. Corporate Seal. The corporation shall have a corporate
seal in the form of a circle containing the name of the corporation, the
year of incorporation and such other details as may be approved by the
board of directors. The affixation of the corporate seal shall not be
necessary to the valid execution, assignment or endorsement by the
corporation of any instrument or other document.
Section 8.02. Checks and Other Instruments. All properly authorized
checks, notes, bonds, drafts, bills of exchange or other similar orders,
and all evidences of indebtedness of the corporation whatsoever, and all
properly authorized deeds, mortgages and other instruments requiring
execution by the corporation may be executed and delivered by the
president or any vice president or the treasurer of the corporation. The
authority to sign any such orders or instruments, which may be general or
confined to specific instances, may be conferred by the board of directors
upon any other person or persons, subject to such requirements as to
countersignature or other conditions as the board of directors from time
to time may determine. Facsimile signatures on checks, notes, bonds and
other instruments may be used if authorized by the board of directors. Any
person having authority to sign on behalf of the corporation may delegate,
from time to time, by instrument in writing, all or part of such authority
to any person or persons if authorized to do so by the board of directors.
Section 8.03. Contracts. Except as otherwise provided in the Business
Corporation Law in the case of transactions that require action by the
shareholders, the board of directors may authorize any officer or agent to
enter into any contract or to execute or deliver any instrument on behalf
of the corporation, and such authority may be general or confined to
specific instances.
Section 8.04. Interested Directors or Officers; Quorum.
(a) General Rule -- A contract or transaction between the
corporation and one or more of its directors or officers or between the
corporation and another corporation, partnership, joint venture, trust or
other enterprise in which one or more of its directors or officers are
directors or officers or have a financial or other interest, shall not be
void or voidable solely for that reason, or solely because the director or
officer is present at or participates in the meeting of the board of
directors that authorizes the contract or transaction, or solely because
his, her or their votes are counted for that purpose, if:
(1) the material facts as to the relationship or interest and
as to the contract or transaction are disclosed or are known to the board
of directors and the board authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors even though
the disinterested directors are less than a quorum;
(2) the material facts as to his or her relationship or
interest and as to the contract or transaction are disclosed or are known
to the shareholders entitled to vote thereon and the contract or
transaction is specifically approved in good faith by vote of those
shareholders; or
(3) the contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified by the board of
directors or the shareholders.
(b) Quorum -- Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board which
authorizes a contract or transaction specified in subsection (a).
Section 8.05. Deposits. All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the board of directors may approve or
designate, and all such funds shall be withdrawn only upon checks signed
by such one or more officers or employees of the corporation as the board
of directors shall from time to time designate.
Section 8.06. Corporate Records.
(a) Required Records -- The corporation shall keep complete and
accurate books and records of account, minutes of the proceedings of the
incorporators, shareholders and directors and a share register giving the
names and addresses of all shareholders and the number and class of shares
held by each. The share register shall be kept at either the registered
office of the corporation in the Commonwealth of Pennsylvania or at its
principal place of business wherever situated or at the office of its
registrar or transfer agent. Any books, minutes or other records may be in
written form or any other form capable of being converted into written
form within a reasonable time.
(b) Right of Inspection -- Every shareholder shall, upon written
verified demand stating the purpose thereof, have a right to examine, in
person or by agent or attorney, during the usual hours for business for
any proper purpose, the share register, books and records of account, and
records of the proceedings of the incorporators, shareholders and
directors and to make copies or extracts therefrom. A proper purpose
shall mean a purpose reasonably related to the interest of the person as a
shareholder. In every instance where an attorney or other agent is the
person who seeks the right of inspection, the demand shall be accompanied
by a verified power of attorney or other writing that authorizes the
attorney or other agent to so act on behalf of the shareholder. The
demand shall be directed to the corporation at its registered office in
the Commonwealth of Pennsylvania or at its principal place of business
wherever situated.
Section 8.07. Control Transactions. Pursuant to a resolution of the
board of directors adopted on February 23, 1984, the corporation's bylaws
were amended (such amendment hereby incorporated in the current amendment
and restatement of these bylaws), in pertinent part, as follows:
"Section 910 [now 15 Pa.C.S. Subch. 25E] of the Pennsylvania Business
Corporation Law, entitled 'Right of Shareholders to Receive Payment for
Shares Following a Control Transaction' [now Control Transactions] shall
not be applicable to the Company."
Section 8.08. Control-Share Acquisitions. Subchapter 25G (relating to
control-share acquisitions) of 15 Pa.C.S. or any corresponding provision
of succeeding law shall not be applicable to the corporation.
(The provisions of this section were adopted by the board of directors on
July 12, 1990.)
Section 8.09. Disgorgement. Subchapter 25H (relating to disgorgement by
certain controlling shareholders following attempts to acquire control) of
15 Pa.C.S. or any corresponding provision of succeeding law shall not be
applicable to the corporation.
(The provisions of this section were adopted by the board of directors on
July 12, 1990.)
Section 8.10. Amendment of Bylaws. These bylaws may be amended or
repealed, or new bylaws may be adopted, either (i) by vote of the
shareholders at any duly organized annual or special meeting of
shareholders, or (ii) with respect to those matters that are not by
statute committed expressly to the shareholders and regardless of whether
the shareholders have previously adopted or approved the bylaw being
amended or repealed, by vote of a majority of the board of directors of
the corporation in office at any regular or special meeting of directors.
Any change in these bylaws shall take effect when adopted unless otherwise
provided in the resolution effecting the change
PENNSYLVANIA BUSINESS CORPORATION
BYLAW DERIVATION TABLE
<TABLE>
<CAPTION>
Bus. Corp. Law
BYLAW SECTION
<S> <C>
1.01 1507
1.02 1502(a)(15)
1.03 1554
2.01 1702
2.02 1703(b)
2.03(a) 1704(b) and (c)
(b) 1504(a)
(c) 1906(c), 1913(a), 1923(a), 1952(c), 1962(b), 1973
(d) 1571(d)
2.04 1705
2.05 1706
2.06 1707
2.07 1708
3.01 1704(a)
3.02 1755(a)
3.03 1755(b), 2521
3.04(a) 1756(a)(1), 1762(c)
(b) 1756(a)(2)
(c) 1755(c), 1756(a)(3), 2522
(d) 1756(b)(1)
(e) 1756(b)(2)
3.05 1726(a)(4), 1757(a), 1766(a)
3.06 none
3.07 1758(a)
3.08(a) 1759(a)
(b) 1759(b)
(c) 1757(c)
(d) 1759(e)
3.09 1760
3.10 1761
3.11 1762(a), (c)
3.12 1763
3.13 1764
3.14 1765
3.15 1769(a)
3.16 1504(a)
</TABLE>
<TABLE>
<CAPTION>
BCL
BYLAW SECTION
<S> <C>
4.01(a) 1721
(b) 1712
(c) 1715
4.02(a) 1722
(b) 1758(b)
(c) 1725(a)
(d) 1725(c)
4.03(a) 1723
(b) 1724(a)
(c) 1724(a)
(d) 1724(b); Articles of Incorporation, Section 7(a)
4.04 1725(b); Articles of Incorporation, Section 7(a)
4.05 1726; Articles of Incorporation, Section 7(b)
4.06 1703(a)
4.07 none
4.08 none
4.09 none
4.10 1727
4.11 1731
4.12 1730
5.01 1732(a), 1712
5.02 1732(a)
5.03 1732(a)
5.04 1733
5.05 1732(a)
5.06 1732(b)
5.07 none
5.08 none
5.09 none
5.10 none
5.11 none
5.12 none
5.13 none
6.01(a) 1528(c), (d)
(b) 1508(a), 1732(b)
6.02 none
6.03 1529(a)
6.04 1103 (shareholder), 1764(b)
6.05 none
</TABLE>
<TABLE>
<CAPTION>
BCL
BYLAW SECTION
<S> <C>
6.06 none
7.01 1746
7.02 1746
7.03 1746
7.04 1746
7.05 1746
7.06 1746
8.01 1502(a)(3); cf. 1109 and 1506(b)
8.02 1504
8.03 1504
8.04 1728
8.05 1504
8.06 1508(a), (b)
8.07 Subch. 25E
8.08 Subch. 25G
8.09 Subch. 25H
8.10 1504
</TABLE>
EXHIBIT 10.1.14
Dated as of December 21, 1998
Charming Shoppes, Inc.
450 Winks Lane
Bensalem, Pennsylvania 19020
Re: Amendment No. 2 to Second Amended and Restated Loan and
Security Agreement, dated February 28, 1997 (as amended
and supplemented, the "Loan Agreement") among Charming
Shoppes, Inc. (the "Company"), certain subsidiaries of
the Company which are parties thereto (collectively,
with the Company, "Borrowers"), Borrowers' Agent and
Congress Financial Corporation ("Congress")
Gentlemen:
In consideration of the mutual agreements contained herein
and other good and valuable consideration, each of Borrowers,
Borrowers' Agent and Congress agree as follows:
1. Capitalized terms used herein shall have the meanings
ascribed thereto in the Loan Agreement, unless otherwise defined
herein.
2. The Loan Agreement shall be and is amended, effective as
of the date hereof, as follows:
(a) Section 9.13 (Adjusted Net Worth) is amended by
deleting the figure of "$350,000,000" and inserting
"$300,000,000" in its stead.
(b) Section 12.1(a) is amended by deleting the date of
"June 1, 1999" set forth therein and inserting the date "June 1,
2000" in its stead.
(c) Section 12.1(c) is amended by deleting the date
"June 1, 1999" and inserting the date "June 1, 2000" in its
stead.
(d) Section 12.1(c) is also amended by, immediately
before the proviso therein, i) deleting the date "December 1,
1998" set forth therein and inserting the date "December 1, 1999"
in its stead and ii) deleting the date "November 30, 1998" set
forth therein and inserting the date "November 30, 1999" in its
stead.
3. Reference is also made to the letter from Congress to
the Company, dated November 19, 1997 in respect of the Stock
Repurchase Program (the "November 19, 1997 Consent Letter").
(a) The following definition shall be and is added to
the November 19, 1997 Consent Letter:
"The Term 'Notes Repurchase Program' shall
mean, collectively, the use of the Company's
own funds to purchase from time to time in
the open market or in privately-solicited
purchases the Company's Subordinated Notes."
(b) Effective as of the date thereof, the November 19,
1997 Consent Letter shall be and is hereby amended to provide
that the conditions of clauses (a), (b) and (c) of the first
paragraph thereof are also applicable to the Company's
Subordinated Notes repurchased by the Company pursuant to the
Notes Repurchase Program.
(c) Notwithstanding the provisions of Section 9.9 of
the Loan Agreement or any other provision therein, Congress (i)
hereby consents to the Company purchasing the Subordinated Notes
pursuant to the Notes Repurchase Program on the terms and
conditions set forth in and as provided in the November 19, 1997
Consent Letter, as amended above, and (ii) hereby agrees that the
Notes Repurchase Program on the terms and conditions set forth in
the November 19, 1997 Consent Letter, as amended above, shall not
constitute a default under the Loan Agreement or any of the other
Financing Agreements.
(d) Except as amended above, the November 19, 1997
Consent Letter shall continue in full force and effect.
4. In addition to the representations, warranties and
covenants heretofore or hereafter made by the Company and the
other Borrowers to Congress pursuant to the Loan Agreement and
the other Financing Agreements, each of the Borrowers hereby
represents, warrants and covenants to and with Congress as
follows (which representations, warranties and covenants are
continuing and shall survive the execution and delivery of this
letter and shall be incorporated into and made a part of the
Financing Agreements):
(a) No Event of Default exists or has occurred and is
continuing on the date of this Amendment; and
(b) this Amendment has been duly executed and delivered
by the Company and each of the other Borrowers, has been
consented to by each of the other Obligors and is in full force
and effect on the date hereof.
5. This Amendment (a) shall be effective, as of the date
hereof, upon execution of this letter by the Borrowers and
Congress, and (b) contains the entire agreement of the parties
with respect to the subject matter hereof and supersedes all
correspondence, memoranda, communications, discussions and
negotiations with respect thereto. Except as expressly set forth
above, no existing defaults or Events of Default and no rights or
remedies of Congress have been or are being waived hereby and no
changes or modifications to the Financing Agreements have been or
are being made or are intended hereby and in all other respects
the Financing Agreements shall continue in full force and effect.
6. This Amendment may be executed and delivered in
counterparts, all of which together shall constitute a complete
agreement.
Very truly yours,
CONGRESS FINANCIAL CORPORATION
By:___________________________
Title:________________________
AGREED AND ACCEPTED:
CHARMING SHOPPES, INC.
_____________________________
By: Eric M. Specter
Title: Vice President
CHARMING SHOPPES OF DELAWARE, INC.
_____________________________
By: Eric M. Specter
Title: Vice President
CSI INDUSTRIES, INC.
_____________________________
By: Eric M. Specter
Title: Vice President
[SIGNATURES CONTINUE ON NEXT PAGE]
[SIGNATURES CONTINUED FROM PRECEDING PAGE]
FB APPAREL, INC,
_____________________________
By: Eric M. Specter
Title: Vice President
BORROWERS' AGENT
CHARMING SHOPPES OF DELAWARE, INC.,
BORROWERS' AGENT
_____________________________
By: Eric M. Specter
Title: Vice President
CONSENTED TO:
By Each of the Obligors
on the List Annexed Hereto
_____________________________
COLIN D. STERN
Its:________________________
By Each of the Obligors
on the List Annexed Hereto
_____________________________
ERIC M. SPECTER
Its:________________________
Attachment to Amendment dated as of December 21, 1998,
amending Second Amended & Restated Loan and Security Agreement.
Obligors on behalf of which COLIN D. STERN has signed as Vice
President:
C.S.A.C., Inc.
C.S.F. Corp
Obligors on behalf of which ERIC M. SPECTER has signed in the
capacity noted below:
C.S.I.C., Inc. - President
Charm-Fin Stores, Inc. - Vice President
Fashion Bug of California, Inc. - Vice President
FB Clothing, Inc. - Vice President
International Apparel, Inc. - Vice President
Operating Retail Stores - Vice President
EXHIBIT 10.1.21
AMENDMENT NO. 1 TO
RECEIVABLES PURCHASE AGREEMENT
AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT, dated as of October 29, 1998 (this
"Amendment"), among FIRST UNION NATIONAL BANK, a national
banking association, solely in its capacity as the trustee (the
"Trustee") for CHARMING SHOPPES MASTER TRUST, a trust formed
pursuant to the Pooling and Servicing Agreement (as defined in
Exhibit I to the RPA (as hereinafter defined)) (the "Seller"),
CHARMING SHOPPES RECEIVABLES CORP., a Delaware corporation, in
its capacity as the owner (prior to the sale of the Receivables
to the Seller pursuant to the Pooling and Servicing Agreement)
of the Receivables (as defined in Exhibit I to the RPA) (in such
capacity, the "Owner") and in its capacity as Subordinated
Purchaser (in such capacity, the "Subordinated Purchaser"),
SPIRIT OF AMERICA NATIONAL BANK, a national banking association
("Spirit"), in its capacity as the originator of the Receivables
(in such capacity the "Originator") and in its capacity as the
Servicer (in such capacity, the "Servicer"), CORPORATE
RECEIVABLES CORPORATION, a California corporation ("CRC"), as a
Purchaser, CITICORP NORTH AMERICA, INC., a Delaware corporation
("CNAI"), as agent (the "Agent") for the Purchasers and the
Banks and CITIBANK, N.A. ("Citibank"), a national banking
association, as a Bank.
Preliminary Statements. (1) The Seller, the
Subordinated Purchaser, the Owner, the Originator, the Servicer,
CRC, CNAI, as Agent, and Citibank, are parties to an Amended and
Restated Receivables Purchase Agreement dated as of November 25,
1997 (the "RPA"; capitalized terms not otherwise defined herein
shall have the meanings attributed to them in the RPA), pursuant
to which a Purchaser may, in its sole discretion, and the Banks
shall, subject to the terms of the RPA, purchase Receivable
Interests from the Seller;
(2) Fashion Service Corp., a Delaware corporation
("FSC"), and Charming Shoppes, Inc., a Pennsylvania corporation
("Charming Shoppes"), are parties to an Amended and Restated
Company Agreement, dated as of November 25, 1997 (the "Company
Agreement") in favor of the Purchasers, the Banks and the Agent,
pursuant to which Charming Shoppes and FSC agree, among other
things, to cause the performance and observance by each of the
Originator, the Servicer and the Seller and their respective
successors and assigns of all of the terms, covenants,
conditions, agreements and undertakings on the part of the
Servicer and the Seller, respectively, to be performed or
observed under the RPA;
(3) The Seller, the Subordinated Purchaser, the
Owner, the Servicer, the Purchasers, the Agent and Citibank
desire to amend the RPA to (i) increase the Purchase Limit and
(ii) increase the aggregate notional amount of the Interest Rate
Agreements; and
(4) Charming Shoppes, FSC and the Agent desire to
confirm that the Company Agreement continues to apply to the RPA
as amended hereby;
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Amendments to RPA. (a) The RPA shall be
amended as follows, effective as of the date on which all of the
conditions precedent set forth in Section 3 shall be satisfied:
(i) The definitions of "Bank Commitment" and
"Purchase Limit" in Exhibit I to the RPA are hereby amended
by deleting the amount "$50,000,000" wherever it appears in
such definitions and replacing such amount with the amount
$150,000,000".
(ii) The definition of "Commitment Termination
Date" is hereby amended by deleting clause (a) of such
definition in its entirety and relettering clauses (b), (c)
and (d) as clauses (a), (b) and (c), respectively.
(iii) The definition of "Interest Rate
Agreements" in Exhibit I to the RPA is hereby amended by
deleting the amount "$50,000,000" wherever it appears in
such definition and replacing such amount with the amount
"$150,000,000".
(b) Notwithstanding anything to the contrary
contained in Section 7.06(a) of the RPA, this Amendment, if
deemed by the Owner or its Affiliates to be a "material
contract" under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), may be filed by the Owner with the
Securities and Exchange Commission as an exhibit to an annual
report on Form 10-K or a quarterly report on Form 10-Q under the
Exchange Act, in each case without any special confidentiality
requirement.
SECTION 2. Extension of Facility Termination Date.
The parties hereto hereby agree that the date described in
clause (i) of the definition of "Facility Termination Date" in
Exhibit I to the RPA is hereby extended to October 29, 1999.
SECTION 3. Confirmation of the Company Agreement.
Each of Charming Shoppes and FSC (i) agrees that the Company
Agreement applies to the RPA as amended by this Amendment and
(ii) ratifies and confirms the Company Agreement in all respects
and agrees that the Company Agreement shall remain in full force
and effect in accordance with its terms, except that on and
after the date hereof, each reference in the Company Agreement
to "the RPA", "thereunder", "thereof" or words of like import
referring to the RPA shall mean and be a reference to the RPA as
amended by this Amendment Agreement.
SECTION 4. Conditions Precedent. The effectiveness
of the amendments set forth in Section 1 are subject to the
conditions precedent that the Agent shall have received each of
the following, in form and substance satisfactory to the Agent:
(i) Additional Interest Rate Agreements
satisfying the definition of Interest Rate Agreements in
the RPA, as amended hereby, an amendment to the Assignment
of Interest Rate Agreements previously delivered pursuant
to the RPA, any necessary consents by the counterparties to
such additional Interest Rate Agreements, and an updated
Annex G to the RPA;
(ii) Certified copies of resolutions of the
Board of Directors of each of Spirit, the Subordinated
Purchaser, Charming Shoppes and FSC approving this
Amendment Agreement;
(iii) Favorable opinions of counsel for the
Subordinated Purchaser and Spirit as to such matters as the
Agent may reasonably request; and
(iv) Evidence of compliance with the provisions
of Section 7.01(a) of the RPA with respect to this
Amendment.
SECTION 5. Representations and Warranties. (a) Each
of the Trustee, the Owner, the Servicer and the Originator
confirms that each of the representations and warranties made by
it contained in Exhibit III to the RPA, as amended by this
Amendment, is correct on and as of the date hereof as though
made on and as of this date.
(b) Each of Charming Shoppes and FSC confirms that
each of the representations and warranties made by it contained
in Section 5 of the Company Agreement, after giving effect to
this Amendment, is correct on and as of the date hereof as
though made on and as of this date.
SECTION 6. Confirmation of RPA. Except as herein
expressly amended, the RPA is ratified and confirmed in all
respects and shall remain in full force and effect in accordance
with its terms. Each reference in the RPA to "this Agreement"
shall mean the RPA as amended by this Amendment, and as
hereinafter amended or restated.
SECTION 7. Governing Law. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 8. Execution in Counterparts. This Amendment
may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same Agreement.
Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment Agreement.
IN WITNESS WHEREOF, the parties have caused this
Amendment Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written.
SELLER: FIRST UNION NATIONAL BANK,
not in its individual capacity but
solely as the Trustee for CHARMING
SHOPPES MASTER TRUST
By:
Title: Vice President
SUBORDINATED
PURCHASER/OWNER: CHARMING SHOPPES RECEIVABLES CORP.
By:
Title: Vice President
ORIGINATOR/
SERVICER: SPIRIT OF AMERICA NATIONAL BANK,
as the Originator and the Servicer
By:
Title: Vice President
CRC: CORPORATE RECEIVABLES CORPORATION
By: Citicorp North America,
Inc., as Attorney-in-Fact
By:
Title: Vice President
AGENT: CITICORP NORTH AMERICA, INC.,
as Agent
By:
Title: Vice President
BANK: CITIBANK, N.A.
By:
Title:
Acknowledged and Agreed as to
SECTIONS 3 and 5(b) only:
CHARMING SHOPPES: CHARMING SHOPPES, INC.
By:______________________________
Title:
FSC: FASHION SERVICE CORP.
By:______________________________
Title:
EXHIBIT 10.2.10
CHARMING SHOPPES, INC.
1993 EMPLOYEES' STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
Agreement dated as of February 10, 1999 between CHARMING
SHOPPES, INC. (the "Company") and (the
"Employee").
It is agreed as follows:
1. Grant of Restricted Stock; Consideration.
The Company hereby confirms the grant, under the Company's
1993 Employees' Stock Incentive Plan (the "Plan"), to Employee on
the date of this Restricted Stock Agreement (the "Date of Grant")
of shares of the Company's common stock, par value $0.10
per share ("Shares"), pursuant to Section 6(d) of the Plan, and
subject to restrictions as set forth herein and in the Plan
("Restricted Stock"). Employee shall be required to pay no cash
consideration for the grant of the Restricted Stock, but
Employee's prior services to the Company, performance of services
to the Company prior to the expiration of applicable restrictions
relating to the Restricted Stock and otherwise during the term of
his or her employment, and his or her agreement to abide by the
terms set forth in the Plan, this Restricted Stock Agreement (the
"Agreement"), and any Rules and Regulations under the Plan, shall
be deemed to be consideration for this grant of Restricted Stock.
2. Incorporation of Plan by Reference.
The Restricted Stock has been granted to Employee under the
Plan, a copy of which (excluding exhibits) is attached hereto.
All of the terms, conditions and other provisions of the Plan are
hereby incorporated by reference into this Agreement.
Capitalized terms used in this Agreement but not defined herein
shall have the same meanings as in the Plan. If there is any
conflict between the provisions of this Agreement and the
provisions of the Plan, the provisions of the Plan shall govern.
Employee hereby accepts the grant of Restricted Stock,
acknowledges receipt of the attached copy of the Plan, and agrees
to be bound by all the terms and provisions hereof and thereof
(as presently in effect or hereafter amended), and by all
decisions and determinations of the Board or Committee under the
Plan.
3. Restrictions on Restricted Stock.
(a) Restrictions Generally. Until they lapse in accordance
with Section 3(b), 3(c), or 5(a), the following restrictions (the
"Restrictions") shall apply to the Restricted Stock: (1) Employee
shall have no right to sell, transfer, assign, pledge, or
otherwise encumber or dispose of the Restricted Stock (except for
transfers and forfeitures to the Company); and (2) the
Restricted Stock shall be subject to the risk of forfeiture as
set forth in Section 3(b). Employee shall be entitled to receive
dividends and distributions on the Restricted Stock when, as, and
if declared and paid on Shares, provided that, unless otherwise
determined by the Committee, dividends and distributions shall be
deemed reinvested in additional Restricted Stock at the Fair
Market Value of Shares on the payment date, which additional
Restricted Stock shall be subject to the same Restrictions as
apply to the original Restricted Stock; Employee shall be
entitled to vote Restricted Stock on any matter submitted to a
vote of holders of Common Stock; and Employee shall have all
other rights of a shareholder of the Company except as otherwise
expressly limited or provided under this Section 3.
THE DATE OF GRANT OF THIS OPTION IS:
GRANT NUMBER:
(b) Forfeiture. Unless otherwise determined by the
Committee, if Employee's employment terminates and he or she
thereafter is not an employee of the Company or any of its
subsidiaries (a "Termination"), and such Termination is for any
reason other than due to death, permanent disability, or
involuntary termination by the Company for reasons other than
"Cause," the Restricted Stock as to which Restrictions have not
lapsed at or before such Termination shall be forfeited at the
time of such Termination. Accordingly, Employee's voluntary
Termination or Termination by the Company for Cause will result
in all shares of Restricted Stock which remain subject to
Restrictions being immediately forfeited. In the event of
Employee's Termination due to death or permanent disability, all
Restrictions on the Restricted Stock shall lapse at the time of
such Termination (i.e., none of the Restricted Stock will be
forfeited). In the event of Employee's Termination due to
involuntary termination by the Company for reasons other than
"Cause," the Restrictions on those shares of Restricted Stock as
to which Restrictions would have lapsed at the next anniversary
of the Date of Grant will lapse on an accelerated basis at the
time of such Termination (i.e., one additional tranche of the
Restricted Stock will become non-forfeitable), and those shares
of Restricted Stock as to which Restrictions have not lapsed at
or before such Termination (i.e., any tranche as to which
Restrictions would have lapsed at an anniversary of the Date of
Grant after the next anniversary date) shall be forfeited at the
time of such Termination. For purposes of this Agreement,
"Cause" shall mean Employee's chronic neglect, refusal or failure
to fulfill his or her employment duties and responsibilities,
other than for reasons of sickness, accident or other similar
causes beyond Employee's control. Such neglect, refusal or
failure shall be determined in the sole and reasonable judgment
of the Committee. For purposes of this Agreement, the existence
of a "permanent disability" shall be determined by, or in
accordance with criteria and standards adopted by, the Committee.
(c) Expiration of Restrictions. Unless the Restrictions on
Restricted Stock lapse earlier under Section 3(b) or 5(a), the
Restrictions shall lapse as to one-fifth of the total number of
shares of Restricted Stock on each of the first, second, third,
fourth, and fifth anniversaries of the Date of Grant. Upon
expiration of the Restrictions on any Restricted Stock, the Com-
pany shall promptly deliver to Employee one or more certificates
representing such Shares (which shall no longer be deemed to be
Restricted Stock), with any legend referring to the Restrictions
removed from such certificate(s), or shall cause such Shares to
be delivered to a broker or bank which maintains an account for
Employee or Employee's designee, for deposit to such account.
(d) Certificates Representing Restricted Stock. Restricted
Stock shall be evidenced by issuance of one or more certificates
in the name of Employee, bearing an appropriate legend referring
to the terms, conditions, and Restrictions applicable hereunder.
Unless otherwise determined by the Committee, such certificates
shall remain in the physical custody of the General Counsel of
the Company or his designee until such time as the Restrictions
on such shares have lapsed. In addition, Restricted Stock shall
be subject to such stop-transfer orders and other restrictive
measures as the General Counsel of the Company shall deem
advisable under federal or state securities laws, rules and
regulations thereunder, and the rules of the Nasdaq National
Market System or any national securities exchange on which Common
Stock is then quoted or listed, or to implement the Restrictions,
and the General Counsel may cause a legend or legends to be
placed on any such certificates to make appropriate reference to
the Restrictions.
(e) Stock Powers. Employee agrees to execute and deliver
to the Company one or more stock powers, in such form as may be
specified by the General Counsel, authorizing the transfer of the
Restricted Stock to the Company, at the Date of Grant of the
Restricted Stock or upon request at any time thereafter.
4. Tax Withholding.
Employee agrees to remit to the Company and any subsidiary,
and authorizes the Company and any subsidiary to deduct from any
payment to be made to Employee hereunder if such remittance has
not been made, any amount that federal, state, local, or foreign
tax law requires to be withheld with respect to the Restricted
Stock or lapse of restrictions thereon. If and to the extent
permitted by the Board or Committee at the time such tax
withholding may be required, Employee will be entitled to elect
to have the Company withhold from the number of Shares as to
which the risks of forfeiture are then to lapse, or to elect to
deliver to the Company from shares of the Company's common stock
owned separately by Employee, a number of whole shares up to but
not exceeding that number which has a Fair Market Value nearest
to but not exceeding the amount of federal, state and local taxes
required to be withheld as a result of the lapse of such risks of
forfeiture, to the extent, if any, permitted under rules and
regulations adopted by the Committee and in effect at the time of
the lapse of such risks of forfeiture. In such case, the Shares
withheld or the shares surrendered will be valued at the Fair
Market Value determined in accordance with procedures for valuing
shares as set forth in rules and regulations adopted by the
Committee and otherwise in effect at the time of lapse of such
risks of forfeiture.
5. Change of Control Provisions.
(a) Acceleration of Expiration of Restrictions. In the
event of a Change of Control at a time that Employee is employed
by the Company or any of its subsidiaries and after the date of
grant of the Restricted Stock, the Restrictions on the Restricted
Stock shall immediately lapse.
(b) Definitions of Certain Terms. For purposes of this
Agreement, the following definitions shall apply:
(1) "Beneficial Owner," "Beneficially Owns," and
"Beneficial Ownership" shall have the meanings ascribed to such
terms for purposes of Section 13(d) of the Exchange Act and the
rules thereunder, except that, for purposes of this Section 5,
"Beneficial Ownership" (and the related terms) shall include
Voting Securities that a Person has the right to acquire pursuant
to any agreement, or upon exercise of conversion rights,
warrants, options, or otherwise, regardless of whether any such
right is exercisable within 60 days of the date as of which
Beneficial Ownership is to be determined.
(2) "Change of Control" means and shall be deemed to
have occurred if
(i) any Person, other than the Company or a
Related Party, acquires directly or indirectly the Beneficial
Ownership of any Voting Security of the Company and immediately
after such acquisition such Person has, directly or indirectly,
the Beneficial Ownership of Voting Securities representing 20
percent or more of the total voting power of all the
then-outstanding Voting Securities; or
(ii) those individuals who as of the Date of
Grant constitute the Board or who thereafter are elected to the
Board and whose election, or nomination for election, to the
Board was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors as of
the Date of Grant or whose election or nomination for election
was previously so approved, cease for any reason to constitute a
majority of the members of the Board; or
(iii) the shareholders of the Company approve a
merger, consolidation, recapitalization, or reorganization of the
Company, a reverse stock split of outstanding Voting Securities,
or an acquisition of securities or assets by the Company (a
"Transaction"), or consummation of such a Transaction if
shareholder approval is not obtained, other than a Transaction
which would result in the holders of Voting Securities having at
least 80 percent of the total voting power represented by the
Voting Securities outstanding immediately prior thereto
continuing to hold Voting Securities or voting securities of the
surviving entity having at least 60 percent of the total voting
power represented by the Voting Securities or the voting
securities of such surviving entity outstanding immediately after
such Transaction and in or as a result of which the voting rights
of each Voting Security relative to the voting rights of all
other Voting Securities are not altered; provided, however, a
Change of Control shall not be deemed to have occurred if the
Committee shall have determined, by action taken prior to the
approval of the Transaction by shareholders or consummation of
the Transaction if shareholder approval is not obtained, that
such Transaction shall not constitute a Change of Control for
purposes of this Agreement and all other Awards then outstanding
under the Plan, which determination, if made with respect to a
Transaction, shall not be deemed to constitute a determination
with respect to any subsequent Transaction; or
(iv) the shareholders of the Company approve a
plan of complete liquidation of the Company or an agreement for
the sale or disposition by the Company of all or substantially
all of the Company's assets other than any such transaction which
would result in Related Parties owning or acquiring more than 50
percent of the assets owned by the Company immediately prior to
the transaction.
(3) "Person" shall have the meaning ascribed for
purposes of Section 13(d) of the Exchange Act and the rules
thereunder.
(4) "Related Party" means (i) a majority-owned
subsidiary of the Company; or (ii) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company
or any majority-owned subsidiary of the Company; or (iii) a
corporation owned directly or indirectly by the shareholders of
the Company in substantially the same proportion as their
ownership of Voting Securities; or (iv) if, prior to any
acquisition of a Voting Security which would result in any Person
Beneficially Owning more than ten percent of any outstanding
class of Voting Security and which would be required to be
reported on a Schedule 13D or an amendment thereto, the Board
approved the initial transaction giving rise to an increase in
Beneficial Ownership in excess of ten percent and any subsequent
transaction giving rise to any further increase in Beneficial
Ownership; provided, however, that such Person has not, prior to
obtaining Board approval of any such transaction, publicly
announced an intention to take actions which, if consummated or
successful (at a time such Person has not been deemed a "Related
Party"), would constitute a Change of Control.
(5) "Voting Securities" means any securities of the
Company which carry the right to vote generally in the election
of directors.
6. Miscellaneous.
This Agreement shall be binding upon the heirs, executors,
administrators, and successors of the parties. This Agreement
constitutes the entire agreement between the parties with respect
to the Restricted Stock granted hereby, and supersedes any prior
agreements or documents with respect to such Restricted Stock.
No amendment, alteration, suspension, discontinuation, or
termination of this Agreement which may impose any additional
obligation upon the Company or materially and adversely affect
the rights of Employee with respect to the Restricted Stock shall
be valid unless in each instance such amendment, alteration,
suspension, discontinuation, or termination is expressed in a
written instrument duly executed in the name and on behalf of the
Company and by Employee.
CHARMING SHOPPES, INC.
BY:______________________________________
(Authorized Officer)
EMPLOYEE:
______________________________________
Attachments: 1993 Employees' Stock Incentive Plan
Form of Stock Power
STOCK POWER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto Charming Shoppes, Inc. shares of Common
Stock, $0.10 par value per share, of Charming Shoppes, Inc., a
Pennsylvania corporation (the "Corporation"), registered in the
name of the undersigned on the books and records of the
Corporation, and does hereby irrevocably constitute and appoint
Colin D. Stern and Anthony A. DeSabato, and each of them,
attorneys, to transfer the Common Stock on the books of the
Corporation, with full power of substitution in the premises.
_________________________________________
Date:_______________________________
EXHIBIT 10.2.24
CHARMING SHOPPES, INC.
1999 ASSOCIATES' STOCK INCENTIVE PLAN
1. PURPOSE
The purpose of this 1999 Associates' Stock Incentive Plan is to assist
Charming Shoppes, Inc. (the "Company") and its Subsidiaries and Affiliates
in attracting, retaining, and rewarding associates other than executive
officers, enabling such associates to acquire or increase a proprietary
interest in the Company in order to promote a closer identity of interests
between such associates and the Company's shareholders, and providing an
increased incentive to expend their maximum efforts for the success of the
Company's business.
2. DEFINITIONS
For purposes of the Plan, the following terms shall be defined as set
forth below:
(a) "Affiliate" means any affiliate of the Company and its
Subsidiaries that is designated by the Board as a participating employer
under the Plan.
(b) "Award" means any Option, SAR (including a Limited SAR),
Restricted Stock, Deferred Stock, Stock granted as a bonus or in lieu of
other awards, Dividend Equivalent, or Other Stock-Based Award, or any other
right or interest relating to Stock or cash, granted to a Participant under
the Plan.
(c) "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award.
(d) "Beneficiary" means any person or trust which has been designated
by a Participant in his or her most recent written beneficiary designation
filed with the Committee to receive the benefits specified under this Plan
upon such Participant's death or, if there is no designated Beneficiary or
surviving designated Beneficiary, then any person or trust entitled by will
or the laws of descent and distribution to receive such benefits.
(e) "Board" means the Board of Directors of the Company.
(f) "Code" means the Internal Revenue Code of 1986, as amended from
time to time. References to any provision of the Code shall be deemed to
include successor provisions thereto and regulations thereunder.
(g) "Committee" means the Stock Option Committee of the Board, or any
committee of officers of the Company as may be designated by the Board or
the Stock Option Committee to administer the Plan.
(h) "Company" means Charming Shoppes, Inc., a corporation organized
under the laws of the Commonwealth of Pennsylvania, or any successor
corporation.
(i) "Deferred Stock" means a right, granted to a Participant under
Section 6(e), to receive Stock at the end of a specified deferral period.
(j) "Dividend Equivalent" means a right, granted to a Participant
under Section 6(g), to receive cash, Stock, other Awards, or other property
equal in value to dividends paid with respect to a specified number of
shares of Stock, or other periodic payments. Dividend Equivalents may be
awarded on a free-standing basis or in connection with another Award, and
may be paid currently or on a deferred basis.
(k) "Fair Market Value" means, with respect to Stock, Awards, or
other property, the fair market value of such Stock, Awards, or other
property determined by such methods or procedures as shall be established
from time to time by the Committee. Unless otherwise determined by the
Committee, the Fair Market Value of Stock as of any given date shall mean
the closing sale price of Stock reported on the Nasdaq National Market
System (or, if Stock is then principally traded on a national securities
exchange, in the table reporting "composite transactions" for such
exchange) in the Wall Street Journal for such date, or, if no shares of
Stock were traded on that date, on the next preceding day on which there
was such a trade.
(l) "Limited SAR" means a SAR exercisable only for cash upon a change
in control or other event, as specified by the Committee.
(m) "Option" means a right, granted to a Participant under Section
6(b), to purchase Stock, other Awards, or other property at a specified
price during specified time periods. Each Option shall be a nonstatutory
Option (i.e., an Option not intended to be an incentive stock option under
Section 422 of the Code).
(n) "Other Stock-Based Award" means a right, granted to a Participant
under Section 6(h), that relates to or is valued by reference to Stock,
other Awards relating to Stock, or other property.
(o) "Participant" means a person who, as an associate of the Company,
a Subsidiary, or an Affiliate, has been granted an Award under the Plan.
(p) "Plan" means this 1999 Associates' Stock Incentive Plan.
(q) "Restricted Stock" means an award of shares of Stock to a
Participant under Section 6(d) that may be subject to certain restrictions
and to a risk of forfeiture.
(r) "Stock" means the Common Stock, par value $.10 per share, of the
Company and such other securities as may be substituted for Stock or such
other securities pursuant to Section 4.
(s) "SAR" or "Stock Appreciation Right" means the right, granted to a
Participant under Section 6(c), to be paid an amount measured by the
appreciation in the Fair Market Value of Stock from the date of grant to
the date of exercise of the right, with payment to be made in cash, Stock,
or other Awards as specified in the Award or determined by the Committee.
(t) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns
stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain.
3. ADMINISTRATION
(a) Authority of the Committee. The Plan shall be administered by
the Committee. The Committee shall have full and final authority to take
the following actions, in each case subject to and consistent with the
provisions of the Plan:
(i) to select Participants to whom Awards may be granted;
(ii) to designate Affiliates;
(iii) to determine the type or types of Awards to be granted
to each Participant, and denominate such Award (for example,
Deferred Stock or Other Stock-Based Awards subject to performance
conditions may be denominated "performance shares" or "performance
units" if deemed appropriate by the Committee);
(iv) to determine the number of Awards to be granted, the
number of shares of Stock to which an Award will relate, the terms
and conditions of any Award granted under the Plan (including, but
not limited to, any exercise price, grant price, or purchase price,
any restriction or condition, any schedule for lapse of
restrictions or conditions relating to transferability or
forfeiture, exercisability, or settlement of an Award, and waivers
or accelerations thereof, and waivers of or modifications to
performance conditions relating to an Award, based in each case on
such considerations as the Committee shall determine), and all
other matters to be determined in connection with an Award;
(v) to determine whether, to what extent, and under what
circumstances an Award may be settled, or the exercise price of an
Award may be paid, in cash, Stock, other Awards, or other property,
or an Award may be cancelled, forfeited, or surrendered;
(vi) to determine whether, to what extent, and under what
circumstances cash, Stock, other Awards, or other property payable
with respect to an Award will be deferred either automatically, at
the election of the Committee, or at the election of the
Participant;
(vii) to prescribe the form of each Award Agreement, which
need not be identical for each Participant;
(viii) to adopt, amend, suspend, waive, and rescind such
rules and regulations and appoint such agents as the Committee may
deem necessary or advisable to administer the Plan;
(ix) to correct any defect or supply any omission or
reconcile any inconsistency in the Plan and to construe and
interpret the Plan and any Award, rules and regulations, Award
Agreement, or other instrument hereunder; and
(x) to make all other decisions and determinations as may be
required under the terms of the Plan or as the Committee may deem
necessary or advisable for the administration of the Plan.
(b) Manner of Exercise of Committee Authority. Any action by the
Committee with respect to the Plan shall be final, conclusive, and binding
on all persons, including the Company, Subsidiaries, Affiliates,
Participants, any person claiming any rights under the Plan from or through
any Participant, and shareholders. The express grant of any specific power
to the Committee, and the taking of any action by the Committee, shall not
be construed as limiting any power or authority of the Committee. A
memorandum signed by all members of the Committee shall constitute the act
of the Committee without the necessity, in such event, to hold a meeting.
Authority may be delegated under the Plan to officers or managers of the
Company or any Subsidiary or Affiliate, subject to such terms as the
Committee shall determine, to perform such functions as the Committee may
determine, to the extent consistent with applicable law.
(c) Limitation of Liability. Each member of the Committee shall be
entitled to, in good faith, rely or act upon any report or other
information furnished to him by any officer or other employee of the
Company or any Subsidiary or Affiliate, the Company's independent certified
public accountants, or any executive compensation consultant, legal
counsel, or other professional retained by the Company to assist in the
administration of the Plan. No member of the Committee, nor any officer or
employee of the Company acting on behalf of the Committee, shall be
personally liable for any action, determination, or interpretation taken or
made in good faith with respect to the Plan, and all members of the
Committee and any officer or employee of the Company acting on their behalf
shall, to the extent permitted by law, be fully indemnified and protected
by the Company with respect to any such action, determination, or
interpretation.
4. STOCK SUBJECT TO PLAN
(a) Number of Shares Reserved. Subject to adjustment as hereinafter
provided, the total number of shares of Stock reserved and available for
issuance in connection with Awards under the Plan shall be 1,000,000. If
any shares subject to an Award are forfeited or such Award is settled in
cash or otherwise terminates without a distribution of shares to the
Participant, any shares counted against the number of shares reserved and
available under the Plan with respect to such Award shall, to the extent of
any such forfeiture, settlement, or termination, again be available for
Awards under the Plan; provided, however, that the Committee may adopt
procedures for the counting of shares relating to any Award to ensure
appropriate counting, avoid double counting (as, for example, in the case
of tandem or substitute awards), and provide for adjustments in any case in
which the number of shares actually distributed differs from the number of
shares previously counted in connection with such Award.
(b) Type of Shares. Any shares of Stock distributed pursuant to an
Award may consist, in whole or in part, of authorized and unissued shares
or treasury shares.
(c) Adjustments. In the event that the Committee shall determine
that any dividend or other distribution (whether in the form of cash,
Stock, or other property), recapitalization, forward or reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase,
or share exchange, or other similar corporate transaction or event, affects
the Stock such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Participants under the Plan, then
the Committee shall, in such manner as it may deem equitable, adjust any or
all of (i) the number and kind of shares of Stock which may thereafter be
issued in connection with Awards, (ii) the number and kind of shares of
Stock issued or issuable in respect of outstanding Awards, and (iii) the
exercise price, grant price, or purchase price relating to any Award or, if
deemed appropriate, make provision for a cash payment with respect to any
outstanding Award. In addition, the Committee is authorized to make
adjustments in the terms and conditions of, and the criteria included in,
Awards in recognition of unusual or non-recurring events (including,
without limitation, events described in the preceding sentence) affecting
the Company or any Subsidiary or Affiliate or the financial statements of
the Company or any Subsidiary or Affiliate, or in response to changes in
applicable laws, regulations, or accounting principles.
5. ELIGIBILITY
Associates of the Company and its Subsidiaries and Affiliates, other
than an associate who is a director or officer of the Company, are eligible
to be granted Awards under the Plan. For this purpose, the term
"officer" shall have the same meaning under Schedule D, Part III, Section
5(i)1 of the By-Laws of the National Association of Securities Dealers,
Inc.
6. SPECIFIC TERMS OF AWARDS
(a) General. Awards may be granted on the terms and conditions set
forth in this Section 6. In addition, the Committee may impose on any
Award or the exercise thereof, at the date of grant or thereafter (subject
to Section 8(e)), such additional terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee shall determine,
including terms requiring forfeiture of Awards in the event of termination
of employment by the Participant; provided, however, that the Committee
shall retain full power to accelerate or waive any such additional term or
condition it may have previously imposed.
(b) Options. The Committee is authorized to grant Options to
Participants (including "reload" options automatically granted to offset
specified exercises of options) on the following terms and conditions:
(i) Exercise Price. The exercise price per share of Stock
purchasable under an Option shall be determined by the Committee.
(ii) Time and Method of Exercise. The Committee shall determine
the time or times at which an Option may be exercised in whole or in part,
the methods by which such exercise price may be paid or deemed to be paid,
the form of such payment, including, without limitation, cash, Stock, other
Awards or awards issued under other Company plans, or other property
(including notes or other contractual obligations of Participants to make
payment on a deferred basis, such as through "cashless exercise"
arrangements, to the extent permitted by applicable law), and the methods
by which Stock will be delivered or deemed to be delivered to Participants.
(c) Stock Appreciation Rights. The Committee is authorized to grant
SARs to Participants on the following terms and conditions:
(i) Right to Payment. A SAR shall confer on the Participant to
whom it is granted a right to receive, upon exercise thereof, the excess of
(A) the Fair Market Value of one share of Stock on the date of exercise
(or, if the Committee shall so determine, the Fair Market Value of one
share at any time during a specified period before or after the date of
exercise, or the Fair Market Value determined by reference to amounts paid
or payable in connection with a change in control of the Company, as
specified by the Committee), over (B) the grant price of the SAR as
determined by the Committee as of the date of grant of the SAR, which,
except as provided in Section 7(a), shall be not less than the Fair Market
Value of one share of Stock on the date of grant.
(ii) Other Terms. The Committee shall determine the time or
times at which a SAR may be exercised in whole or in part, the method of
exercise, method of settlement, form of consideration payable in
settlement, method by which Stock will be delivered or deemed to be
delivered to Participants, whether or not a SAR shall be in tandem with any
other Award, and any other terms and conditions of any SAR. Limited SARs
that may only be exercised in connection with a change in control or other
event as specified by the Committee may be granted on such terms, not
inconsistent with this Section 6(c), as the Committee may determine.
Limited SARs may be either freestanding or in tandem with other Awards.
(d) Restricted Stock. The Committee is authorized to grant
Restricted Stock to Participants on the following terms and conditions:
(i) Issuance and Restrictions. Restricted Stock shall be
subject to such restrictions on transferability and other restrictions, if
any, as the Committee may impose, which restrictions may lapse separately
or in combination at such times, under such circumstances, in such
installments, or otherwise, as the Committee may determine. Except to the
extent restricted under the terms of the Plan and any Award Agreement
relating to the Restricted Stock, a Participant granted Restricted Stock
shall have all of the rights of a shareholder including, without
limitation, the right to vote Restricted Stock or the right to receive
dividends thereon.
(ii) Forfeiture. Except as otherwise determined by the
Committee, upon termination of employment during the applicable restriction
period, Restricted Stock that is at that time subject to restrictions shall
be forfeited and reacquired by the Company; provided, however, that the
Committee may provide, by rule or regulation or in any Award Agreement, or
may determine in any individual case, that restrictions or forfeiture
conditions relating to Restricted Stock will be waived in whole or in part
in the event of terminations resulting from specified causes, and the
Committee may in other cases waive in whole or in part the forfeiture of
Restricted Stock.
(iii) Certificates for Stock. Restricted Stock granted under
the Plan may be evidenced in such manner as the Committee shall determine.
If certificates representing Restricted Stock are registered in the name of
the Participant, such certificates shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such
Restricted Stock, the Company shall retain physical possession of the
certificate, and the Participant shall have delivered a stock power to the
Company, endorsed in blank, relating to the Restricted Stock.
(iv) Dividends. Dividends paid on Restricted Stock shall be
either paid at the dividend payment date in cash or in shares of
unrestricted Stock having a Fair Market Value equal to the amount of such
dividends, or the payment of such dividends shall be deferred and/or the
amount or value thereof automatically reinvested in additional Restricted
Stock, other Awards, or other investment vehicles, as the Committee shall
determine or permit the Participant to elect. Unless otherwise determined
by the Committee, Stock distributed in connection with a Stock split or
Stock dividend, and other property distributed as a dividend, shall be
subject to restrictions and a risk of forfeiture to the same extent as the
Restricted Stock with respect to which such Stock or other property has
been distributed.
(e) Deferred Stock. The Committee is authorized to grant Deferred
Stock to Participants, subject to the following terms and conditions:
(i) Award and Restrictions. Delivery of Stock will occur upon
expiration of the deferral period specified for an Award of Deferred Stock
by the Committee (or, if permitted by the Committee, as elected by the
Participant). In addition, Deferred Stock shall be subject to such
restrictions as the Committee may impose, if any, which restrictions may
lapse at the expiration of the deferral period or at earlier specified
times, separately or in combination, in installments, or otherwise, as the
Committee may determine.
(ii) Forfeiture. Except as otherwise determined by the
Committee, upon termination of employment (as determined under criteria
established by the Committee) during the applicable deferral period or
portion thereof to which forfeiture conditions apply (as provided in the
Award Agreement evidencing the Deferred Stock), all Deferred Stock that is
at that time subject to deferral (other than a deferral at the election of
the Participant) shall be forfeited; provided, however, that the Committee
may provide, by rule or regulation or in any Award Agreement, or may
determine in any individual case, that restrictions or forfeiture
conditions relating to Deferred Stock will be waived in whole or in part in
the event of terminations resulting from specified causes, and the
Committee may in other cases waive in whole or in part the forfeiture of
Deferred Stock.
(f) Bonus Stock and Awards in Lieu of Cash Obligations. The
Committee is authorized to grant Stock as a bonus, or to grant Stock or
other Awards in lieu of Company obligations to pay cash or deliver other
property under other plans or compensatory arrangements. Stock or Awards
granted hereunder shall be subject to such other terms as shall be
determined by the Committee.
(g) Dividend Equivalents. The Committee is authorized to grant
Dividend Equivalents to Participants. The Committee may provide that
Dividend Equivalents shall be paid or distributed when accrued or shall be
deemed to have been reinvested in additional Stock, Awards, or other
investment vehicles as the Committee may specify.
(h) Other Stock-Based Awards. The Committee is authorized, subject
to limitations under applicable law, to grant to Participants such other
Awards that may be denominated or payable in, valued in whole or in part by
reference to, or otherwise based on, or related to, Stock, as deemed by the
Committee to be consistent with the purposes of the Plan, including,
without limitation, convertible or exchangeable debt securities, other
rights convertible or exchangeable into Stock, purchase rights for Stock,
Awards with value and payment contingent upon performance of the Company or
any other factors designated by the Committee, and Awards valued by
reference to the book value of Stock or the value of securities of or the
performance of specified Subsidiaries or Affiliates. The Committee shall
determine the terms and conditions of such Awards. Stock delivered
pursuant to an Award in the nature of a purchase right granted under this
Section 6(h) shall be purchased for such consideration, paid for at such
times, by such methods, and in such forms, including, without limitation,
cash, Stock, other Awards, or other property, as the Committee shall
determine. Cash awards, as an element of or supplement to any other Award
under the Plan, shall also be authorized pursuant to this Section 6(h).
7. CERTAIN PROVISIONS APPLICABLE TO AWARDS
(a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards
granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in substitution for, any
other Award granted under the Plan or any award granted under any other
plan of the Company, any Subsidiary or Affiliate, or any business entity to
be acquired by the Company or a Subsidiary or Affiliate, or any other right
of a Participant to receive payment from the Company or any Subsidiary or
Affiliate. If an Award is granted in substitution for another Award or
award, the Committee shall require the surrender of such other Award or
award in consideration for the grant of the new Award. Awards granted in
addition to or in tandem with other Awards or awards may be granted either
as of the same time as or a different time from the grant of such other
Awards or awards. The per share exercise price of any Option, grant price
of any SAR, or purchase price of any other Award conferring a right to
purchase Stock:
(i) Granted in substitution for an outstanding Award or award
shall be not less than the lesser of the Fair Market Value of a share of
Stock at the date such substitute Award is granted or such Fair Market
Value at that date reduced to reflect the Fair Market Value at that date of
the Award or award required to be surrendered by the Participant as a
condition to receipt of the substitute Award; or
(ii) Retroactively granted in tandem with an outstanding Award
or award shall be not less than the lesser of the Fair Market Value of a
share of Stock at the date of grant of the later Award or at the date of
grant of the earlier Award or award.
(b) Exchange and Buy Out Provisions. The Committee may at any
time offer to exchange or buy out any previously granted Award for a
payment in cash, Stock, other Awards (subject to Section 7(a)), or other
property based on such terms and conditions as the Committee shall
determine and communicate to the Participant at the time that such offer is
made.
(c) Term of Awards. The term of each Award shall be for such period
as may be determined by the Committee.
(d) Form of Payment Under Awards. Subject to the terms of the Plan
and any applicable Award Agreement, payments to be made by the Company or a
Subsidiary or Affiliate upon the grant or exercise of an Award may be made
in such forms as the Committee shall determine, including, without
limitation, cash, Stock, other Awards, or other property, and may be made
in a single payment or transfer, in installments, or on a deferred basis.
Such payments may include, without limitation, provisions for the payment
or crediting of reasonable interest on installment or deferred payments or
the grant or crediting of Dividend Equivalents in respect of installment or
deferred payments denominated in Stock.
(e) Loan Provisions. With the consent of the Committee, and subject
at all times to, and only to the extent, if any, and in accordance with,
laws and regulations and other binding obligations or provisions applicable
to the Company (including applicable margin regulations), the Company may
make, guarantee, or arrange for a loan or loans to a Participant with
respect to the exercise of any Option or other payment in connection with
any Award, including the payment by a Participant of any or all federal,
state, or local income or other taxes due in connection with any Award.
Subject to such limitations, the Committee shall have full authority to
decide whether to make a loan or loans hereunder and to determine the
amount, terms, and provisions of any such loan or loans, including the
interest rate to be charged in respect of any such loan or loans, whether
the loan or loans are to be with or without recourse against the borrower,
the terms on which the loan is to be repaid and conditions, if any, under
which the loan or loans may be forgiven.
8. GENERAL PROVISIONS
(a) Compliance With Legal and Other Requirements. The Plan, the
granting and exercising of Awards thereunder, and the other obligations of
the Company under the Plan and any Award Agreement, shall be subject to all
applicable federal and state laws, rules, and regulations, and to such
approvals by any regulatory or governmental agency as may be required. The
Company may, in its discretion, postpone the issuance or delivery of Stock
under any Award until completion of such registration or qualification of
such Stock or other required action under any federal or state law, rule,
or regulation, listing or other required action with respect to any
automated quotation system or stock exchange upon which the Stock or other
Company securities are designated or listed, or compliance with any other
contractual obligation of the Company, as the Company may consider
appropriate, and may require any Participant to make such representations
and furnish such information as it may consider appropriate in connection
with the issuance or delivery of Stock in compliance with applicable laws,
rules, and regulations, designation or listing requirements, or other
contractual obligations.
(b) Limits on Encumbering Awards; Beneficiaries. No Award or right
or interest of a Participant in any Award shall be pledged, encumbered, or
hypothecated to or in favor of any party other than the Company or a
Subsidiary or Affiliate, or shall be subject to any lien, obligation, or
liability of such Participant to any party other than the Company or a
Subsidiary or Affiliate. No Award or right or interest of a Participant in
any Award shall be assignable or transferable otherwise than by will or the
laws of descent and distribution except to the Company under the terms of
the Plan, or shall be exercisable during the lifetime of the Participant by
anyone other than the Participant; provided, however, that the Committee
may permit an Award to be transferred, without consideration, to members of
the Participant's immediate family (i.e., Participant, spouse, children, or
grandchildren), to a trust for the benefit of such immediate family members
or to a partnership in which such immediate family members are the only
partners; provided further, that a Participant may, in the manner
established by the Committee, designate a Beneficiary to exercise the
rights of the Participant, and to receive any distribution, with respect to
any Award, upon the death of the Participant. A Beneficiary, guardian,
legal representative, or other person claiming any rights under the Plan
from or through any Participant shall be subject to all terms and
conditions of the Plan and any Award Agreement applicable to such
Participant, except to the extent the Plan and such Award Agreement or
agreement otherwise provide with respect to such persons, and to any
additional restrictions deemed necessary or appropriate by the Committee.
(c) No Right to Continued Employment. Neither the Plan nor any
action taken hereunder shall be construed as giving any associate the right
to be retained in the employ of the Company or any of its Subsidiaries or
Affiliates, nor shall it interfere in any way with the right of the Company
or any of its Subsidiaries to terminate any employee's employment at any
time.
(d) Taxes. The Company or any Subsidiary or Affiliate is authorized
to withhold from any Award granted, any payment relating to an Award under
the Plan, including from a distribution of Stock, or any payroll or other
payment to a Participant, amounts of withholding and other taxes due in
connection with any transaction involving an Award, and to take such other
action as the Committee may deem advisable to enable the Company and
Participants to satisfy obligations for the payment of withholding taxes
and other tax obligations relating to any Award. This authority shall
include authority to withhold or receive Stock or other property and to
make cash payments in respect thereof in satisfaction of a Participant's
tax obligations.
(e) Changes to the Plan and Awards. The Board may amend, alter,
suspend, discontinue, or terminate the Plan or the Committee's authority to
grant Awards under the Plan without the consent of shareholders or
Participants; provided, however, that, without the consent of an affected
Participant, no amendment, alteration, suspension, discontinuation, or
termination of the Plan may materially and adversely affect the rights of
such Participant under any Award theretofore granted to him. The Committee
may waive any conditions or rights under, or amend, alter, suspend,
discontinue, or terminate, any Award theretofore granted and any Award
Agreement relating thereto; provided, however, that, without the consent of
an affected Participant, no such amendment, alteration, suspension,
discontinuation, or termination of any Award may materially and adversely
affect the rights of such Participant under such Award. The foregoing
notwithstanding, any performance condition specified in connection with an
Award shall not be deemed a fixed contractual term, but shall remain
subject to adjustment by the Committee, in its discretion, at any time in
view of the Committee's assessment of the Company's strategy, performance
of comparable companies, and other circumstances.
(f) No Rights to Awards; No Shareholder Rights. No Participant or
associate shall have any claim to be granted any Award under the Plan, and
there is no obligation for uniformity of treatment of Participants and
associates. No Award shall confer on any Participant any of the rights of
a shareholder of the Company unless and until Stock is duly issued or
transferred to the Participant in accordance with the terms of the Award.
(g) Unfunded Status of Awards; Creation of Trusts. The Plan is
intended to constitute an "unfunded" plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant
or obligation to issue Stock pursuant to an Award, nothing contained in the
Plan or any Award shall give any such Participant any rights that are
greater than those of a general creditor of the Company; provided, however,
that the Committee may authorize the creation of trusts or make other
arrangements to meet the Company's obligations under the Plan to deliver
cash, Stock, other Awards, or other property pursuant to any Award, which
trusts or other arrangements shall be consistent with the "unfunded" status
of the Plan unless the Committee otherwise determines with the consent of
each affected Participant. If and to the extent authorized by the
Committee, the Company may deposit into such a trust Stock for delivery to
the Participant in satisfaction of the Company's obligations under any
Award. If so provided by the Committee, upon such a deposit of Stock or
other assets for the benefit of a Participant, there shall be substituted
for the rights of the Participant to receive delivery of Stock and other
payments under this Agreement a right to receive the assets of the trust
(to the extent that the deposited or other assets represented the full
amount of the Company's obligation under the Award at the date of deposit).
(h) Nonexclusivity of the Plan. The adoption of the Plan by the
Board shall not be construed as creating any limitations on the power of
the Board to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of stock options
otherwise than under the Plan, and such arrangements may be either
applicable generally or only in specific cases.
(i) No Fractional Shares. No fractional shares of Stock shall be
issued or delivered pursuant to the Plan or any Award. The Committee shall
determine whether cash, other Awards, or other property shall be issued or
paid in lieu of such fractional shares or whether such fractional shares or
any rights thereto shall be forfeited or otherwise eliminated.
(j) Governing Law. The validity, construction, and effect of the
Plan, any rules and regulations relating to the Plan, and any Award
Agreement shall be determined in accordance with the Pennsylvania Business
Corporation Law, to the extent applicable, other laws (including those
governing contracts) of the Commonwealth of Pennsylvania, without giving
effect to principles of conflicts of laws, and applicable federal law.
(k) Effective Date; Plan Termination. The Plan shall become
effective as of January 1, 1999. The Plan shall terminate at such time as
no Stock remains available for issuance pursuant to Section 4 and the
Company has no further obligations with respect to any Award granted under
the Plan.
Adopted by the Board of Directors: February 10, 1999
EXHIBIT 10.2.25
CHARMING SHOPPES, INC.
1999 ASSOCIATES' STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
Agreement dated as of April 1, 1999 between CHARMING SHOPPES, INC.
(the "Company") and (the "Associate").
It is agreed as follows:
1. GRANT OF OPTION; CONSIDERATION
The Company hereby confirms the grant, under and pursuant to the
Company's 1999 Associates' Stock Incentive Plan (the "Plan"), to the
Associate on of a nonqualified stock option to purchase up to
shares of the Company's common stock, par value $.10 per share
(the "Shares"), at an exercise price of per share (the
"Option"). The Option granted hereunder is not intended to constitute an
incentive stock option within the meaning of Section 422 of the Code.
The Associate shall be required to pay no consideration for the grant
of the Option except for his or her agreement to provide services to the
Company prior to exercise and other agreements set forth herein.
2. INCORPORATION OF PLAN BY REFERENCE
The Option has been granted to the Associate under the Plan, a copy of
which is attached hereto. All of the terms, conditions and other
provisions of the Plan are hereby incorporated by reference into this
Associate Stock Option Agreement (the "Agreement"). Capitalized terms used
in this Agreement but not defined herein shall have the same meanings as in
the Plan. If there is any conflict between the provisions of this
Agreement and the provisions of the Plan, the provisions of the Plan shall
govern.
3. DATE WHEN EXERCISABLE
(a) This Option may not be exercised unless and only to the extent
that it has become exercisable as specified in this Agreement. Subject to
acceleration as provided in this Section 3, and Sections 7 and 8 below,
limitations on exercisability imposed in Section 8 below, and all other
terms and conditions of this Agreement, this Option shall become
exercisable as follows: The Associate may purchase up to one-fifth of the
total number of shares granted hereunder commencing one (1) year after the
date of grant of this Option, an additional one-fifth commencing two (2)
years after the date of grant of this Option, an additional one-fifth
commencing three (3) years after the date of grant of this Option, an
additional one-fifth commencing four (4) years after the date of grant of
this Option, and the remaining shares granted hereunder commencing five (5)
years after the date of grant of this Option. Except as otherwise
specifically provided herein, the Option to purchase any and all Shares
covered by this Agreement shall expire at 5:00 p.m. on the date ten (10)
years after the date of grant of this Option.
(b) The number of Shares with respect to which the Option may be
exercised shall be cumulative so that if, in any of the aforementioned
periods, the full number of Shares shall not have been purchased, any such
unpurchased Shares shall continue to be included in the number of Shares
with respect to which this Option shall then be exercisable along with any
other Shares as to which this Option may become exercisable in accordance
with its terms.
THE DATE OF GRANT OF THIS OPTION IS:
GRANT NUMBER:
(c) The provisions contained in Section 3(a) above notwithstanding,
the Committee may, in its sole discretion, at any time, upon written notice
to the Associate, accelerate the vesting described in Section 3(a) so that
the Option shall become immediately exercisable to the extent of all or any
portion of the Shares covered hereunder. Acceleration pursuant to this
Section 3(c) shall be separate and independent from any acceleration
pursuant to Section 7 of this Agreement, and the provisions of Sections
3(d) and (e) shall not apply in the case of acceleration pursuant to
Section 7 of this Agreement.
(d) In the event that the acceleration described in Section 3(c)
occurs prior to the time that all of the Options would have otherwise been
exercisable in accordance with Section 3(a), in consideration of such
acceleration, the Associate, if so requested by the Company at the time,
agrees to hold and not dispose of that number of Shares covered by this
Option for which this Option would not have been exercisable at the time of
such acceleration, if such acceleration had not occurred, and further
agrees to dispose of such Shares only at such time and to the extent of
that number of Shares for which this Option would have been exercisable in
accordance with the schedule set forth in Section 3(a) as if the
acceleration had not occurred. In addition, if the Associate's employment
with the Company or any of its subsidiaries shall be voluntarily terminated
(other than for a temporary leave of absence approved by the Company or
retirement at age 65 or older or through early retirement with the consent
of the Company pursuant to any retirement plan of the Company or any
subsidiary) prior to a Change of Control and prior to the expiration of
five (5) years after the date of grant of this Option, the Associate shall
be obligated, at the Company's option exercisable within 60 days after
termination of the Associate's employment, to sell to the Company any
Shares theretofore acquired by the Associate upon exercise of this Option
at a price which is equal to the price that the Associate paid for such
Shares, but only to the extent that the Option would not have been
exercisable at the date of termination of employment in accordance with
Section 3(a) were it not for the acceleration provided for herein.
(e) The Associate acknowledges that the certificates representing
those Shares received upon exercise of the Option at a time the Option
would not otherwise have been exercisable but for an acceleration pursuant
to Section 3(c) may bear an appropriate legend giving notice of the
foregoing restrictions, including the restriction on transfer of the
Shares.
4. METHOD OF EXERCISE
The Option may be exercised as to any part of the Shares which may
then be purchased by delivery to and receipt by the Secretary of the
Company at 450 Winks Lane, Bensalem, Pennsylvania 19020, of a written
notice, signed by the Associate, specifying the number of Shares which the
Associate wishes to purchase, accompanied by payment in full of the
exercise price therefor in accordance with Section 5. As soon as
practicable after the receipt of such notice and payment, the Company shall
deliver to the Associate a stock certificate for the Shares so purchased,
with any requisite legend affixed. Subject to the provisions of the Plan,
such exercise may include instructions to the Company to deliver Shares due
upon exercise of the Option to any registered broker or dealer designated
by the Committee (a "Designated Broker") in lieu of delivery to the
Associate. Such instructions must designate the account into which the
Shares are to be deposited. The Associate may tender this notice of
exercise, which has been properly executed by the Associate, and the
aforementioned delivery instructions to any Designated Broker together with
irrevocable instructions to the Designated Broker to promptly deliver to
the Company the cash amount of sale or loan proceeds from the Shares
sufficient to pay the exercise price, and thereupon the Company may issue
Shares and deliver them to such Designated Broker.
5. PAYMENT OF EXERCISE PRICE
The exercise price of the Option shall be payable in cash or by
certified or bank cashier's check, provided, however, that, in lieu of
payment in full in cash or by such check, the exercise price may, if and to
the extent then permitted by the Committee, upon written request of the
Associate, be paid in full or in part by delivery and transfer to the
Company of that number of shares of the Company's common stock otherwise
owned by the Associate with an aggregate fair market value (determined in
accordance with procedures for valuing shares as set forth in rules and
regulations adopted by the Committee and in effect at the time the
Associate's notice of exercise is received by the Company) equal to the
aggregate exercise price of that number of Shares for which the Option is
being exercised or such lesser portion of the aggregate purchase price as
may be specified by the Associate (in which case the balance must be paid
in cash or by certified or bank cashier's check).
6. TAX WITHHOLDING
Whenever Shares are to be delivered upon exercise of the Option, the
Company shall be entitled to require as a condition of delivery that the
Associate remit or, in appropriate cases, agree to remit when due an amount
sufficient to satisfy all federal, state and local withholding tax
requirements relating thereto. Subject to the approval of the Committee,
the Associate will be entitled to elect to have the Company withhold from
the Shares to be delivered upon the exercise of the Option, or to elect to
deliver to the Company from shares of the Company's common stock owned
separately by the Associate, a sufficient number of such shares to satisfy
the Associate's federal, state and local tax obligations relating to the
Option exercise (and the Company's withholding obligations), to the extent,
if any, permitted under rules and regulations adopted by the Committee and
in effect at the time of the exercise of the Option. In such case, the
Shares withheld or the shares surrendered will be valued at the fair market
value determined in accordance with procedures for valuing shares as set
forth in rules and regulations adopted by the Committee and otherwise in
effect at the time of the exercise of the Option.
7. CHANGE OF CONTROL PROVISIONS
(a) Acceleration of Exercisability. In the event of a Change of
Control at a time that the Associate is employed by the Company or any of
its subsidiaries and after the date of grant of this Option, this Option
shall become immediately and fully exercisable upon the occurrence of such
Change of Control, and no restriction or limitation on the rights of the
Associate set forth in Section 3 hereof shall have any further force or
effect.
(b) Definitions of Certain Terms. For purposes of this Agreement,
the following definitions shall apply:
(1) "Beneficial Owner," "Beneficially Owns," and "Beneficial
Ownership" shall have the meanings ascribed to such terms for purposes of
Section 13(d) of the Exchange Act and the rules thereunder, except that,
for purposes of this Section 7, "Beneficial Ownership" (and the related
terms) shall include Voting Securities that a Person has the right to
acquire pursuant to any agreement, or upon exercise of conversion rights,
warrants, options or otherwise, regardless of whether any such right is
exercisable within 60 days of the date as of which Beneficial Ownership is
to be determined.
(2) "Change of Control" means and shall be deemed to have
occurred
if
(i) any Person, other than the Company or a Related Party,
acquires directly or indirectly the Beneficial Ownership of any Voting
Security of the Company and immediately after such acquisition such Person
has, directly or indirectly, the Beneficial Ownership of Voting Securities
representing 20 percent or more of the total voting power of all the then-
outstanding Voting Securities; or
(ii) those individuals who as of (grantdate) constitute the
Board or who thereafter are elected to the Board and whose election, or
nomination for election, to the Board was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were
directors as of (grantdate) or whose election or nomination for election
was previously so approved, cease for any reason to constitute a majority
of the members of the Board; or
(iii) the shareholders of the Company approve a merger,
consolidation, recapitalization or reorganization of the Company, a reverse
stock split of outstanding Voting Securities, or an acquisition of
securities or assets by the Company (a "Transaction"), or consummation of
such a Transaction if shareholder approval is not obtained, other than a
Transaction which would result in the holders of Voting Securities having
at least 80 percent of the total voting power represented by the Voting
Securities outstanding immediately prior thereto continuing to hold Voting
Securities or voting securities of the surviving entity having at least 60
percent of the total voting power represented by the Voting Securities or
the voting securities of such surviving entity outstanding immediately
after such Transaction and in or as a result of which the voting rights of
each Voting Security relative to the voting rights of all other Voting
Securities are not altered; provided, however, a Change of Control shall
not be deemed to have occurred if the Committee shall have determined, by
action taken prior to the approval of the Transaction by shareholders or
consummation of the Transaction if shareholder approval is not obtained,
that such Transaction shall not constitute a Change of Control for purposes
of all options then outstanding under the Plan, which determination, if
made with respect to a Transaction, shall not be deemed to constitute a
determination with respect to any subsequent Transaction; or
(iv) the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's
assets other than any such transaction which would result in Related
Parties owning or acquiring more than 50 percent of the assets owned by the
Company immediately prior to the transaction.
(3) "Person" shall have the meaning ascribed for purposes of
Section 13(d) of the Exchange Act and the rules thereunder.
(4) "Related Party" means (i) a majority-owned subsidiary of the
Company; or (ii) a trustee or other fiduciary holding securities under an
Associate benefit plan of the Company or any majority-owned subsidiary of
the Company; or (iii) a corporation owned directly or indirectly by the
shareholders of the Company in substantially the same proportion as their
ownership of Voting Securities; or (iv) if, prior to any acquisition of a
Voting Security which would result in any Person Beneficially Owning more
than ten percent of any outstanding class of Voting Security and which
would be required to be reported on a Schedule 13D or an amendment thereto,
the Board approved the initial transaction giving rise to an increase in
Beneficial Ownership in excess of ten percent and any subsequent
transaction giving rise to any further increase in Beneficial Ownership;
provided, however, that such Person has not, prior to obtaining Board
approval of any such transaction, publicly announced an intention to take
actions which, if consummated or successful (at a time such Person has not
been deemed a "Related Party"), would constitute a Change of Control.
(5) "Voting Securities" means any securities of the Company which
carry the right to vote generally in the election of directors.
8. TERMINATION OF EMPLOYMENT
(a) This Option shall terminate and no longer be exercisable at the
earlier of the scheduled expiration time of the Option, as set forth in
Section 3(a) above, or the earliest time specified below at or following a
termination of employment of the Associate; provided, however, that in the
event of termination of the employment of the Associate, this Option shall
be exercisable during the period, if any, between the occurrence of such
termination and the time designated for the termination of this Option only
to the extent indicated below:
(1) at the time of involuntary termination of the Associate's
employment with the Company or any of its subsidiaries for reasons of moral
turpitude, at which time this Option shall immediately terminate; provided,
however, that, the provisions of Section 3(a) notwithstanding, this Option
may not be exercised during any period prior to a Change of Control during
which the Company, having given notice to the Associate, is investigating a
claim that the Associate has engaged in one or more acts of moral
turpitude; or
(2) at the time of voluntary or involuntary termination of the
Associate's employment with the Company or any of its subsidiaries for any
reason at any time prior to the expiration of one year after the date of
grant of this Option and prior to any Change of Control, other than by
reason of the Associate's death or disability, at which time this Option
shall immediately terminate; or
(3) at the expiration of three months after the voluntary or, if
for cause (other than for reasons of moral turpitude), the involuntary
termination of the Associate's employment with the Company or any of its
subsidiaries, in either case at any time (A) after the expiration of one
year after the date of grant of this Option, except as may be otherwise
provided in Section 8(a)(7) below, during which three-month period this
Option shall be exercisable only to the extent that it was exercisable at
the date of the Associate's termination of employment, or (B) after a
Change of Control, except as may be otherwise provided in Section 8(a)(7)
below, during which three-month period this Option shall be exercisable in
full; or
(4) at the expiration of three months after the involuntary
termination of the Associate's employment, other than for reasons of cause,
moral turpitude, death or disability, with the Company or any of its
subsidiaries at any time (A) after the expiration of one year after the
date of grant of this Option, except as may be otherwise provided in
Section 8(a)(7) below, during which three-month period this Option shall be
exercisable to purchase the greater of (i) a number of Shares determined
pursuant to the Option Formula (as set forth in Section 8(e) below) and
(ii) the number of Shares as to which this Option was exercisable at the
date of the Associate's termination of employment, or (B) after a Change of
Control, except as may be otherwise provided in Section 8(a)(7) below,
during which three-month period this Option shall be exercisable in full;
or
(5) at the expiration of three years after the date this Option is
scheduled to become exercisable in full under Section 3 above or three
years after the termination of employment, whichever is the later (but in
no event later than the scheduled expiration time of this Option), if the
Associate's termination results from his normal retirement at age 65 or
thereafter ("Normal Retirement") or early retirement after reaching age 60
and prior to age 65 with the consent of the Company pursuant to any
retirement plan ("Early Retirement"), or such longer or shorter period as
may be provided in Section 8(a)(6) below, provided that (i) during the
period between Normal Retirement or Early Retirement, as the case may be,
and termination of the Option as specified in this Section 8(a)(5) (the
"Exercisability Period"), this Option shall continue to be exercisable by
the Associate at such times and to the same extent that it would have been
exercisable had the Associate continued his employment throughout the
Exercisability Period, except as may be otherwise provided in Section
8(a)(6) below, and (ii) at the time of Normal Retirement or Early
Retirement, as the case may be, the Associate enters into an agreement not
to engage, directly or indirectly, in any business activity in competition
with any business then engaged in by the Company or any of its subsidiaries
during the Exercisability Period, and containing such other terms and
conditions as may be specified by the Company; or
(6) at the expiration of one year after the Associate's death if
the Associate dies while employed by the Company or any of its subsidiaries
or dies during the Exercisability Period specified in Section 8(a)(5)
above, during which one-year period this Option shall be exercisable in
full; or
(7) at the expiration of one year after the Associate's death if
the Associate dies during the three-month periods referred to in Sections
8(a)(3) or (4) above, during which one-year period this Option shall be
exercisable to the same extent provided in Section 8(a)(3) or (4) above
(whichever was applicable prior to the Associate's death); or
(8) at the expiration of one year after the termination of the
Associate's employment with the Company or any of its subsidiaries by
reason of the Associate's permanent disability if the Associate becomes
permanently disabled while employed by the Company or any of its
subsidiaries, during which one-year period this Option shall be exercisable
in full.
(b) For purposes hereof, "cause" shall mean the Associate's chronic
neglect, refusal or failure to fulfill his or her employment duties and
responsibilities, other than for reasons of sickness, accident or other
similar causes beyond the Associate's control. Such neglect, refusal or
failure shall be determined in the sole and reasonable judgment of the
Committee.
(c) For purposes hereof, the existence of a "disability" shall be
determined by, or in accordance with criteria and standards adopted by, the
Committee.
(d) For purposes hereof, "moral turpitude" shall mean the Associate's
dishonesty or intentional wrongdoing committed against the Company, its
agents or Associates or otherwise in connection with his or her employment
by the Company or conviction of a crime, whether or not in connection with
employment, other than a traffic infraction or other minor violation. The
Committee shall have the sole discretion to determine whether the Associate
has committed an act of moral turpitude.
(e) For purposes hereof, the "Option Formula" shall be the product of
(i) the total number of Shares covered by this Option at the date of
termination of employment times (ii) a fraction, the numerator of which
shall be the lesser of five (5) or the number of full and partial years
that the Associate has been employed by the Company or any of its
subsidiaries between the date of grant of this Option and the date of
termination of employment and the denominator of which shall be the number
five (5), less any shares previously purchased by exercise of the Option.
(f) Except as provided in Section 9, an Associate shall not be deemed
to have terminated his employment for purposes of this Section 8 if his
employment terminates with the Company but thereafter continues with one of
the Company's subsidiaries or terminates with a subsidiary but thereafter
continues with the Company or another subsidiary.
9. CHANGE IN JOB STATUS
Should the Associate's job classification change, and as a result of
such change the Committee determines, in its sole discretion and prior to
any Change of Control, that the Associate is no longer employed in a
position which would enable him to contribute to the success of the Company
on at least as great a level as that to which he was enabled by his prior
job classification, then the Committee may deem the Associate's employment
with the Company or its subsidiaries to have been terminated involuntarily
(but not for cause or moral turpitude) in respect of all or a portion of
this Option.
10. LIMITS ON TRANSFER OF OPTION; BENEFICIARIES
No right or interest of Associate in this Option shall be pledged,
encumbered or hypothecated to or in favor of any third party or shall be
subject to any lien, obligation or liability of the Associate to any third
party. This Option shall not be transferable to any third party by the
Associate otherwise than by will or the laws of descent and distribution,
and this Option shall be exercisable, during the lifetime of the Associate,
only by the Associate; provided, however, that the Associate will be
entitled to designate a beneficiary or beneficiaries to exercise his rights
under this Option upon the death of Associate, in the manner and to the
extent permitted by the Committee under rules and regulations adopted by
the Committee under the Plan.
11. INVESTMENT REPRESENTATION
Unless, at the time of any exercise of this Option, the issuance and
delivery of Shares hereunder to the Associate is registered under a then-
effective registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), and complies with all applicable
registration requirements under state securities laws, the Associate shall
provide to the Company, as a condition to the valid exercise of this Option
and the delivery of any certificates representing Shares, appropriate
evidence, satisfactory in form and substance to the Company, that he is
acquiring the Shares for investment and not with a view to the distribution
of the Shares or any interest in the Shares, and a representation to the
effect that the Associate shall make no sale or other disposition of the
Shares unless (i) the Company shall have received an opinion of counsel
satisfactory to it in form and substance that such sale or other
disposition may be made without registration under the then-applicable
provisions of the Securities Act, the related rules and regulations of the
Securities and Exchange Commission, and applicable state securities laws
and regulations, or (ii) the sale or other disposition of the Shares shall
be registered under a currently effective registration statement under the
Securities Act of 1933 and complies with all applicable registration
requirements under state securities laws. The certificates representing
the Shares may bear an appropriate legend giving notice of the foregoing
restriction on transfer of the Shares, and any other restrictive legend
deemed necessary or appropriate by the Committee.
12. ASSOCIATE BOUND BY PLAN
The Associate hereby acknowledges receipt of the attached copy of the
Plan and agrees to be bound by all the terms and provisions thereof (as
presently in effect or hereafter amended), and by all decisions and
determinations of the Committee thereunder.
13. MISCELLANEOUS
This Agreement shall be binding upon the heirs, executors,
administrators and successors of the parties. This Agreement constitutes
the entire agreement between the parties with respect to the Option, and
supersedes any prior agreements or documents with respect to the Option.
No amendment, alteration, suspension, discontinuation or termination of
this Agreement which may impose any additional obligation upon the Company
or impair the rights of the Associate with respect to the Option shall be
valid unless in each instance such amendment, alteration, suspension,
discontinuation or termination is expressed in a written instrument duly
executed in the name and on behalf of the Company and by the Associate.
CHARMING SHOPPES, INC.
BY:
(Authorized Officer)
ASSOCIATE:
EXHIBIT 21
SUBSIDIARIES OF REGISTRANT
The following are the Company's subsidiaries, each of which is directly
and wholly owned by its immediate parent, Charming Shoppes, Inc. All
subsidiaries are included in the consolidated financial statements of
Charming Shoppes, Inc., and subsidiaries, except as noted.
<TABLE>
<CAPTION>
State or
Jurisdiction
Of
Name Organization
- ---- ------------
<S> <C> <C> <C>
C.S.A.C., INC. (2) DE
C.S.F., INC. (2) DE
C.S.I.C., INC. (2) DE
CHARM-FIN STORES, INC. (2) DE
CHARMING SHOPPES OF CHESTER,INC. (2) PA
CHARMING SHOPPES OF COLONIAL PARK,INC. PA
CHARMING SHOPPES OF CUMBERLAND,INC. (2) PA
CHARMING SHOPPES OF DELAWARE,INC. (1) (2) PA
CHARMING SHOPPES OF ECHELON,INC. NJ
CHARMING SHOPPES OF NORRISTOWN,INC. (2) PA
CHARMING SHOPPES OF TRENTON,INC. NJ
CHARMING SHOPPES OF WOODBURY,INC NJ
CHARMING SHOPPES RECEIVABLES CORPORATIONS (2) DE
CHARMING SHOPPES, INC. (2) PA
CHARMING SHOPPES/FASHION BUG OF OLEAN,INC. (2) NY
COLUMBIA #2589 DEVOLPMENT CO,INC. TN
COLUMBIA #3054 DEVELOPMENT CO.,INC. (1) (2) SC
COLUMBIA DEVELOPMENT CO.,INC. (1) (2) TN
CS INSURANCE LTD. (2) BERMUDA
CS INVESTMENT COMPANY (2) DE
CSBC, INC. (2) DE
CSHC, INC. (2) DE
CSI CHARITIES, INC. (2) PA
CSI INDUSTRIES, INC. (2) DE
CSI-DR, INC. (2) DOM. REPUB.
DIVERSIFIED FASHIONS, INC. (2) PA
ERICOOL CO LTD. (2) HONG KONG
EVATONE TRADING LTD. (2) HONG KONG
F.B. PLUS WOMEN'S APPAREL OF JOHNSON CITY,INC. (2) NY
F.B. PLUS WOMEN'S APPAREL OF KINGSTON,INC. NY
F.B. PLUS WOMEN'S APPAREL OF PINE PLAZA,INC. (2) NY
F.B. PLUS WOMEN'S APPAREL OF RIVERSIDE,INC. (2) NY
F.B. PLUS WOMEN'S APPAREL OF RIVERSIDE,INC. (2) NY
F.B. PLUS WOMEN'S APPAREL OF WEST SENECA,INC. (2) NY
F.B. WOMEN'S APPAREL #2481 OF RIVERSIDE,INC. (2) NY
F.B. WOMEN'S APPAREL #3097 OF NEW HARTFORD,INC. (1) (2) NY
F.B. WOMEN'S APPAREL OF CLAY,INC. (2) NY
F.B. WOMEN'S APPAREL OF DELMAR,INC. NY
F.B. WOMEN'S APPAREL OF DEPEW,INC. NY
F.B. WOMEN'S APPAREL OF ONEONTA,INC. NY
F.B. WOMEN'S APPAREL OF PANORAMA PLAZA,INC. NY
F.B. WOMEN'S APPAREL OF WEST SENECA,INC. (1) (2) NY
F.B. WOMEN'S APPAREL OF YORKTOWN HEIGHTS,INC. (2) NY
FAHSION BUG #3228,INC. (1) (2) CA
FASHION BUG #108,INC. MI
FASHION BUG #123,INC. (2) NJ
FASHION BUG #138,INC. (2) IN
FASHION BUG #139,INC. IN
FASHION BUG #141,INC. NJ
FASHION BUG #144,INC. IN
FASHION BUG #157,INC. OH
FASHION BUG #168,INC. IN
FASHION BUG #2003,INC. OH
FASHION BUG #2004,INC. MI
FASHION BUG #2006,INC. KY
FASHION BUG #2007,INC. (1) (2) LA
FASHION BUG #2008,INC. (2) PA
FASHION BUG #2009,INC. PA
FASHION BUG #2010,INC. MI
FASHION BUG #2011,INC. MD
FASHION BUG #2014,INC. MI
FASHION BUG #2015,INC. IN
FASHION BUG #2018,INC. MI
FASHION BUG #2019,INC. (2) ND
FASHION BUG #2020,INC. VA
FASHION BUG #2021,INC. OH
FASHION BUG #2022,INC. IN
FASHION BUG #2023,INC. PA
FASHION BUG #2026,INC. PA
FASHION BUG #2027,INC. NE
FASHION BUG #2028,INC. GA
FASHION BUG #2029,INC. NH
FASHION BUG #2030,INC. PA
FASHION BUG #2031,INC. KS
FASHION BUG #2032,INC. MI
FASHION BUG #2034,INC. MO
FASHION BUG #2035,INC. (2) MA
FASHION BUG #2036,INC. OH
FASHION BUG #2037,INC. MI
FASHION BUG #2038,INC. (1) (2) KY
FASHION BUG #2039,INC. OH
FASHION BUG #2040,INC. KY
FASHION BUG #2040,INC. (1) (2) OH
FASHION BUG #2043,INC. IN
FASHION BUG #2044,INC. NC
FASHION BUG #2045 OF EAST GREENBUSH,INC. NY
FASHION BUG #2047,INC. MA
FASHION BUG #2048,INC. (2) KY
FASHION BUG #2049,INC. MD
FASHION BUG #2050 OF MASSENA,INC. NY
FASHION BUG #2051,INC. IL
FASHION BUG #2052,INC. MN
FASHION BUG #2053,INC. MO
FASHION BUG #2055,INC. (1) (2) MA
FASHION BUG #2056,INC. (1) (2) OH
FASHION BUG #2057,INC. CT
FASHION BUG #2058,INC. MA
FASHION BUG #2063,INC. KS
FASHION BUG #2064,INC. (1) (2) KY
FASHION BUG #2064,INC. (2) OH
FASHION BUG #2065,INC. GA
FASHION BUG #2067,INC. TN
FASHION BUG #2068,INC. ME
FASHION BUG #2069,INC. AR
FASHION BUG #2070 OF BROOKLYN,INC. NY
FASHION BUG #2072 OF ISLANDIA,INC. NY
FASHION BUG #2074,INC. KY
FASHION BUG #2075,INC. IL
FASHION BUG #2077,INC. MI
FASHION BUG #2078,INC. MI
FASHION BUG #2079,INC, OH
FASHION BUG #2080,INC. OH
FASHION BUG #2081 OF OGDENSBURG,INC. NY
FASHION BUG #2082,INC. NJ
FASHION BUG #2084,INC. OH
FASHION BUG #2085,INC. KS
FASHION BUG #2086,INC. IL
FASHION BUG #2088,INC. CT
FASHION BUG #2090,INC. FL
FASHION BUG #2091,INC. FL
FASHION BUG #2092,INC. WI
FASHION BUG #2093,INC. IL
FASHION BUG #2095,INC. OH
FASHION BUG #2096,INC. MI
FASHION BUG #2097,INC. NJ
FASHION BUG #210,INC. (1) (2) KY
FASHION BUG #2100 OF BATAVIA,INC. NY
FASHION BUG #2101,INC. PA
FASHION BUG #2102,INC. WA
FASHION BUG #2103,INC. WA
FASHION BUG #2104,INC. (1) (2) MI
FASHION BUG #2105,INC. (2) NH
FASHION BUG #2106 OF DEPEW,INC. NY
FASHION BUG #2109,INC. GA
FASHION BUG #2111,INC. NJ
FASHION BUG #2112,INC. FL
FASHION BUG #2113,INC. GA
FASHION BUG #2114,INC. (2) MO
FASHION BUG #2115,INC. WI
FASHION BUG #2117,INC. (1) (2) OH
FASHION BUG #2118 OF NEWBURGH,INC. NY
FASHION BUG #2119,INC. OH
FASHION BUG #2120,INC. OH
FASHION BUG #2121,INC. IN
FASHION BUG #2123,INC. VA
FASHION BUG #2124,INC. PA
FASHION BUG #2125,INC. WA
FASHION BUG #2126,INC. MI
FASHION BUG #2127,INC. MI
FASHION BUG #2128,INC. CT
FASHION BUG #2129,INC. OH
FASHION BUG #2130,INC. IL
FASHION BUG #2131,INC. WI
FASHION BUG #2132,INC. MO
FASHION BUG #2133,INC. WI
FASHION BUG #2134,INC. IL
FASHION BUG #2135,INC. VT
FASHION BUG #2136,INC. (1) (2) FL
FASHION BUG #2137,INC. IN
FASHION BUG #2138,INC. OH
FASHION BUG #2139,INC. OR
FASHION BUG #2140,INC. (2) VA
FASHION BUG #2141,INC. MI
FASHION BUG #2143,INC. NE
FASHION BUG #2144,INC. (2) VA
FASHION BUG #2145,INC. MI
FASHION BUG #2147,INC. WI
FASHION BUG #2148,INC. WI
FASHION BUG #2149,INC. MA
FASHION BUG #2150,INC. NH
FASHION BUG #2151,INC. NH
FASHION BUG #2152,INC. VA
FASHION BUG #2153,INC. (2) TN
FASHION BUG #2154,INC. WI
FASHION BUG #2155,INC. OH
FASHION BUG #2156,INC. RI
FASHION BUG #2157 OF ONEIDA,INC. NY
FASHION BUG #2158,INC. MO
FASHION BUG #2159,INC. (2) FL
FASHION BUG #2161,INC. (1) (2) NE
FASHION BUG #2162,INC. NC
FASHION BUG #2163,INC. NC
FASHION BUG #2164,INC. (2) FL
FASHION BUG #2165,INC. FL
FASHION BUG #2166,INC. IA
FASHION BUG #2167,INC. WA
FASHION BUG #2169,INC. WA
FASHION BUG #2170,INC. WA
FASHION BUG #2171,INC. PA
FASHION BUG #2172,INC. KY
FASHION BUG #2173,INC. IN
FASHION BUG #2174,INC. MI
FASHION BUG #2175,INC. CA
FASHION BUG #2177,INC. PA
FASHION BUG #2180,INC. FL
FASHION BUG #2181,INC. CA
FASHION BUG #2182,INC. CA
FASHION BUG #2183,INC. OH
FASHION BUG #2184 of WEBSTER,INC. NY
FASHION BUG #2185,INC. OH
FASHION BUG #2186,INC. OR
FASHION BUG #2187,INC. MN
FASHION BUG #2189,INC. IN
FASHION BUG #2190,INC. WI
FASHION BUG #2192,INC. OH
FASHION BUG #2193,INC. MA
FASHION BUG #2194,INC. WI
FASHION BUG #2195,INC. WV
FASHION BUG #2196 OF NEWARK,INC. NY
FASHION BUG #2197,INC. (2) OH
FASHION BUG #2198,INC. IN
FASHION BUG #2199,INC. MD
FASHION BUG #2201,INC. (2) WA
FASHION BUG #2202,INC. (2) CA
FASHION BUG #2203,INC. ME
FASHION BUG #2204 OF HORNELL,INC. NY
FASHION BUG #2204,INC. (1) (2) WI
FASHION BUG #2206,INC. NH
FASHION BUG #2208,INC. (2) VA
FASHION BUG #2209,INC. IL
FASHION BUG #2210 OF KINGSTON,INC. NY
FASHION BUG #2211,INC. (2) MD
FASHION BUG #2212,INC. WI
FASHION BUG #2214,INC. MN
FASHION BUG #2215,INC. FL
FASHION BUG #2215,INC. (1) (2) MA
FASHION BUG #2217,INC. ID
FASHION BUG #2218,INC. MN
FASHION BUG #2219,INC. (2) WA
FASHION BUG #2220,INC. OH
FASHION BUG #2221,INC. OH
FASHION BUG #2222,INC. KY
FASHION BUG #2223,INC. (2) ID
FASHION BUG #2224,INC. WA
FASHION BUG #2226,INC. MI
FASHION BUG #2227,INC. MI
FASHION BUG #2228,INC. WI
FASHION BUG #2229,INC. MI
FASHION BUG #2230,INC. MI
FASHION BUG #2231,INC. MI
FASHION BUG #2232,INC. MI
FASHION BUG #2233,INC. ME
FASHION BUG #2235,INC. IN
FASHION BUG #2236,INC. MN
FASHION BUG #2237,INC. PA
FASHION BUG #2238,INC. MA
FASHION BUG #2239,INC. OR
FASHION BUG #2240,INC. ID
FASHION BUG #2242,INC. PA
FASHION BUG #2243,INC. WA
FASHION BUG #2244 OF CANANDAIGUA,INC. NY
FASHION BUG #2245,INC. MD
FASHION BUG #2246,INC. (2) MD
FASHION BUG #2247,INC. OH
FASHION BUG #2248,INC. MN
FASHION BUG #2249,INC. OH
FASHION BUG #2250,INC. OH
FASHION BUG #2251,INC. (2) CA
FASHION BUG #2252 OF BAYSHORE,INC. (2) NY
FASHION BUG #2253,INC. (2) CA
FASHION BUG #2254,INC. WI
FASHION BUG #2255,INC. MD
FASHION BUG #2256,INC. (2) CA
FASHION BUG #2257,INC. IL
FASHION BUG #2258,INC. IL
FASHION BUG #2259,INC. IL
FASHION BUG #2260,INC. IL
FASHION BUG #2262,INC. (2) WV
FASHION BUG #2263,INC. IN
FASHION BUG #2264,INC. OH
FASHION BUG #2266,INC. IL
FASHION BUG #2270,INC. (2) OR
FASHION BUG #2271,INC. (1) (2) TX
FASHION BUG #2272,INC. (1) (2) TX
FASHION BUG #2273,INC. (1) (2) TX
FASHION BUG #2274,INC. (2) CA
FASHION BUG #2275,INC. MI
FASHION BUG #2276,INC. MI
FASHION BUG #2277,INC. (1) (2) VA
FASHION BUG #2278,INC. NC
FASHION BUG #2279,INC. WI
FASHION BUG #2280,INC. WI
FASHION BUG #2281,INC. OH
FASHION BUG #2283,INC. (2) OH
FASHION BUG #2284,INC. OH
FASHION BUG #2285,INC. CA
FASHION BUG #2286,INC. WI
FASHION BUG #2288,INC. (2) WA
FASHION BUG #2289 OF GARDEN CITY,INC. NY
FASHION BUG #229,INC. (2) MD
FASHION BUG #2290,INC. RI
FASHION BUG #2291,INC. IN
FASHION BUG #2292,INC. MI
FASHION BUG #2293,INC. OH
FASHION BUG #2295,INC. WI
FASHION BUG #2296,INC. MA
FASHION BUG #2297,INC. MI
FASHION BUG #2298,INC. (1) (2) WV
FASHION BUG #2299,INC. WV
FASHION BUG #2300,INC. (2) FL
FASHION BUG #2301,INC. FL
FASHION BUG #2302,INC. NC
FASHION BUG #2303,INC. (1) (2) NJ
FASHION BUG #2304,INC. VA
FASHION BUG #2305,INC. PA
FASHION BUG #2306,INC. (2) CA
FASHION BUG #2309,INC. IN
FASHION BUG #2310,INC. (1) (2) CA
FASHION BUG #2311,INC. GA
FASHION BUG #2313,INC. WA
FASHION BUG #2314,INC. IN
FASHION BUG #2315,INC. WI
FASHION BUG #2318,INC. (2) DE
FASHION BUG #2320,INC. (2) TN
FASHION BUG #2322,INC. ME
FASHION BUG #2325,INC. MI
FASHION BUG #2326,INC. PA
FASHION BUG #2328,INC. MN
FASHION BUG #2329,INC. (2) CA
FASHION BUG #2330,INC. PA
FASHION BUG #2332,INC. VA
FASHION BUG #2334,INC. (2) CA
FASHION BUG #2335,INC. CA
FASHION BUG #2337,INC. OH
FASHION BUG #2338,INC. WI
FASHION BUG #2339,INC. RI
FASHION BUG #2340,INC. MI
FASHION BUG #2343,INC. WI
FASHION BUG #2345,INC. PA
FASHION BUG #2346,INC. CT
FASHION BUG #2347,INC. NH
FASHION BUG #2348,INC. WA
FASHION BUG #2349,INC. IN
FASHION BUG #2350,INC. NH
FASHION BUG #2351,INC. MN
FASHION BUG #2352,INC. WV
FASHION BUG #2353,INC. MI
FASHION BUG #2354,INC. CA
FASHION BUG #2355,INC. PA
FASHION BUG #2356,INC. GA
FASHION BUG #2357,INC. MI
FASHION BUG #2358,INC. ME
FASHION BUG #2359,INC. PA
FASHION BUG #2360,INC. PA
FASHION BUG #2362,INC. PA
FASHION BUG #2364, OF NORTH TONAWANDA,INC. NY
FASHION BUG #2366,INC. (2) NV
FASHION BUG #2368,INC. OH
FASHION BUG #2369,INC. SC
FASHION BUG #2370 OF MALONE,INC. NY
FASHION BUG #2371 OF POUGHKEEPSIE,INC. (2) NY
FASHION BUG #2373,INC. ME
FASHION BUG #2374,INC. WI
FASHION BUG #2375,INC. IL
FASHION BUG #2376,INC. IL
FASHION BUG #2377,INC. NH
FASHION BUG #2378,INC. NV
FASHION BUG #2379,INC. MA
FASHION BUG #2380,INC. NC
FASHION BUG #2382,INC. TN
FASHION BUG #2384 OF ROCHESTER,INC. NY
FASHION BUG #2385,INC. ME
FASHION BUG #2387,INC. (2) PA
FASHION BUG #2388,INC. OR
FASHION BUG #2389,INC. PA
FASHION BUG #2390,INC. ND
FASHION BUG #2391,INC. VA
FASHION BUG #2392,INC. (2) NJ
FASHION BUG #2393,INC. VT
FASHION BUG #2394,INC. IN
FASHION BUG #2395,INC. MD
FASHION BUG #2396 OF BIG FLATS,INC. NY
FASHION BUG #2397,INC. CT
FASHION BUG #2398,INC. NH
FASHION BUG #2399,INC. MI
FASHION BUG #2403,INC. CT
FASHION BUG #2404,INC. MD
FASHION BUG #2405,INC. (2) NC
FASHION BUG #2406,INC. MO
FASHION BUG #2407,INC. NH
FASHION BUG #2409,INC. PA
FASHION BUG #2411,INC. MA
FASHION BUG #2412,INC. MA
FASHION BUG #2413,INC. (2) CT
FASHION BUG #2414,INC. GA
FASHION BUG #2415,INC. PA
FASHION BUG #2416,INC. MA
FASHION BUG #2418,INC. (2) SC
FASHION BUG #2419,INC. (2) NJ
FASHION BUG #2420,INC. MO
FASHION BUG #2421,INC. NV
FASHION BUG #2422,INC. WA
FASHION BUG #2423,INC. MA
FASHION BUG #2424,INC. MN
FASHION BUG #2425,INC. CT
FASHION BUG #2426 OF EAST AURORA,INC. NY
FASHION BUG #2428,INC. (2) KY
FASHION BUG #2429,INC. IN
FASHION BUG #2430,INC. (2) MN
FASHION BUG #2431,INC. (2) SD
FASHION BUG #2432,INC. PA
FASHION BUG #2435,INC. OH
FASHION BUG #2436,INC. ME
FASHION BUG #2437,INC. PA
FASHION BUG #2439,INC. MA
FASHION BUG #2440,INC. PA
FASHION BUG #2443,INC. (2) MN
FASHION BUG #2444,INC. (2) MN
FASHION BUG #2446,INC. PA
FASHION BUG #2448,INC. OH
FASHION BUG #2449,INC. NV
FASHION BUG #2450,INC. AL
FASHION BUG #2452,INC. CT
FASHION BUG #2453,INC. MA
FASHION BUG #2454 OF SCHENECTADY,INC. (2) NY
FASHION BUG #2455 OF WILTON,INC. NY
FASHION BUG #2457,INC. VA
FASHION BUG #2458,INC. NH
FASHION BUG #2459,INC. MI
FASHION BUG #2460,INC. MA
FASHION BUG #2461,INC. (1) (2) GA
FASHION BUG #2461,INC. (2) SC
FASHION BUG #2461,INC. (2) SC
FASHION BUG #2462,INC. OR
FASHION BUG #2466,INC. PA
FASHION BUG #2467,INC. (2) KY
FASHION BUG #2468 OF BATH,INC. NY
FASHION BUG #2469,INC. (1) (2) IN
FASHION BUG #2470 OF BINGHAMPTON,INC. NY
FASHION BUG #2472,INC. CT
FASHION BUG #2473,INC. MI
FASHION BUG #2474,INC. OH
FASHION BUG #2475,INC. (2) MN
FASHION BUG #2476 OF MIDDLE ISLAND,INC. NY
FASHION BUG #2477,INC. MI
FASHION BUG #2478,INC. GA
FASHION BUG #2479,INC. IA
FASHION BUG #2483,INC. (2) PA
FASHION BUG #2484,INC. WA
FASHION BUG #2485,INC. MD
FASHION BUG #2486,INC. (2) IA
FASHION BUG #2487,INC. (2) IN
FASHION BUG #2488,INC. MN
FASHION BUG #2492,INC. PA
FASHION BUG #2493,INC. WI
FASHION BUG #2497,INC. MA
FASHION BUG #2501,INC. MI
FASHION BUG #2502,INC. WI
FASHION BUG #2503,INC. IL
FASHION BUG #2505 OF HUDSON,INC. NY
FASHION BUG #2508,INC. MO
FASHION BUG #2509,INC. (1) (2) NJ
FASHION BUG #2510,INC. OH
FASHION BUG #2511,INC. IN
FASHION BUG #2512,INC. NH
FASHION BUG #2513,INC. ME
FASHION BUG #2516,INC. (2) NJ
FASHION BUG #2517,INC. (1) (2) CT
FASHION BUG #2518,INC. NH
FASHION BUG #2519 OF FULTON,INC. NY
FASHION BUG #2520,INC. (2) MA
FASHION BUG #2521,INC. (2) GA
FASHION BUG #2523,INC. FL
FASHION BUG #2524,INC. CA
FASHION BUG #2528,INC. (1) (2) AZ
FASHION BUG #2529,INC. AZ
FASHION BUG #2530,INC. AZ
FASHION BUG #2531,INC. (1) (2) FL
FASHION BUG #2531,INC. GA
FASHION BUG #2533,INC. NJ
FASHION BUG #2534,INC. NJ
FASHION BUG #2536,INC. PA
FASHION BUG #2537,INC. KY
FASHION BUG #2538,INC. VA
FASHION BUG #2539,INC. (1) (2) FL
FASHION BUG #2540,INC. FL
FASHION BUG #2541,INC. NC
FASHION BUG #2542,INC. PA
FASHION BUG #2543,INC. CT
FASHION BUG #2547,INC. VA
FASHION BUG #2548,INC. (2) PA
FASHION BUG #2549,INC. (2) NE
FASHION BUG #255,INC. ME
FASHION BUG #2550,INC. VA
FASHION BUG #2551 OF CLAY,INC. NY
FASHION BUG #2553,INC. OH
FASHION BUG #2554,INC. IL
FASHION BUG #2555,INC. ME
FASHION BUG #2556,INC. OH
FASHION BUG #2557,INC. UT
FASHION BUG #2558,INC. (2) UT
FASHION BUG #2559,INC. UT
FASHION BUG #2560,INC. UT
FASHION BUG #2561,INC. OH
FASHION BUG #2562,INC. OH
FASHION BUG #2564,INC. KY
FASHION BUG #2565,INC. KY
FASHION BUG #2568,INC. FL
FASHION BUG #2569,INC. (1) (2) CA
FASHION BUG #2571,INC. OH
FASHION BUG #2572,INC. (1) (2) NJ
FASHION BUG #2573,INC. WI
FASHION BUG #2574,INC. NH
FASHION BUG #2575,INC. TN
FASHION BUG #2577,INC. KY
FASHION BUG #2578,INC. OH
FASHION BUG #2579,INC. PA
FASHION BUG #258,INC. TN
FASHION BUG #2580,INC. OH
FASHION BUG #2581,INC. (2) NE
FASHION BUG #2582,INC. SC
FASHION BUG #2583,INC. (1) (2) WV
FASHION BUG #2584 OF CORTLAND,INC. NY
FASHION BUG #2585,INC MD
FASHION BUG #2586,INC. OH
FASHION BUG #2587,INC. OH
FASHION BUG #2588,INC. RI
FASHION BUG #2589,INC. TN
FASHION BUG #2593,INC. AZ
FASHION BUG #2594,INC. CA
FASHION BUG #2597 OF COLONIE,INC. NY
FASHION BUG #2601,INC. IN
FASHION BUG #2603,INC. KY
FASHION BUG #2604 OF VESTAL,INC. NY
FASHION BUG #2605,INC. MD
FASHION BUG #2606,INC. (2) OH
FASHION BUG #2607,INC. NJ
FASHION BUG #2608,INC. WI
FASHION BUG #2609,INC. WI
FASHION BUG #2610,INC. MI
FASHION BUG #2612,INC. AL
FASHION BUG #2613,INC. (1) (2) WV
FASHION BUG #2614,INC. (2) MS
FASHION BUG #2615,INC. (1) (2) CT
FASHION BUG #2616,INC. MA
FASHION BUG #2617,INC. WA
FASHION BUG #2618,INC. (2) VA
FASHION BUG #2619,INC. IL
FASHION BUG #2620,INC. GA
FASHION BUG #2621,INC. PA
FASHION BUG #2623,INC. (2) ID
FASHION BUG #2626,INC. (2) IL
FASHION BUG #2627 OF WEST SENECA,INC. NY
FASHION BUG #2629,INC. MI
FASHION BUG #263,INC. OH
FASHION BUG #2631,INC. (2) TN
FASHION BUG #2635 OF GENESEO,INC. NY
FASHION BUG #2636,INC. NH
FASHION BUG #2637,INC. IA
FASHION BUG #2638,INC. (2) RI
FASHION BUG #2639,INC. AZ
FASHION BUG #2643,INC. OH
FASHION BUG #2644,INC. (2) UT
FASHION BUG #2646,INC. (2) CA
FASHION BUG #2647,INC. (2) CA
FASHION BUG #2649,INC. NM
FASHION BUG #265,INC. ME
FASHION BUG #2650,INC. IA
FASHION BUG #2650,INC. (1) (2) IA
FASHION BUG #2651,INC. MN
FASHION BUG #2658,INC. PA
FASHION BUG #2659,INC VT
FASHION BUG #2661 OF LAKEWOOD,INC. NY
FASHION BUG #2662,INC. (1) (2) NJ
FASHION BUG #2663,INC. PA
FASHION BUG #2665,INC. WI
FASHION BUG #2666,INC. VA
FASHION BUG #2667,INC. VA
FASHION BUG #2670,INC. (2) MD
FASHION BUG #2671,INC. MI
FASHION BUG #2673,INC. NC
FASHION BUG #2674,INC. (2) MA
FASHION BUG #2675,INC. (2) CO
FASHION BUG #2676,INC. OH
FASHION BUG #2677,INC. IL
FASHION BUG #2679,INC. CA
FASHION BUG #2680,INC. IA
FASHION BUG #2681,INC. (2) OH
FASHION BUG #2682,INC. CO
FASHION BUG #2684,INC. (2) UT
FASHION BUG #2685,INC. MO
FASHION BUG #2688,INC. KY
FASHION BUG #2689,INC. UT
FASHION BUG #2690,INC. DE
FASHION BUG #2692,INC. (2) OH
FASHION BUG #2694,INC. (2) CT
FASHION BUG #2695,INC. WI
FASHION BUG #2696,INC. (2) CA
FASHION BUG #2697,INC. MA
FASHION BUG #2698,INC. (1) (2) MA
FASHION BUG #2699,INC. MA
FASHION BUG #2700 OF PORT JEFFERSON,INC. NY
FASHION BUG #2701,INC. CA
FASHION BUG #2702,INC. IN
FASHION BUG #2703,INC. (1) (2) KY
FASHION BUG #2705,INC. OH
FASHION BUG #2707,INC. MD
FASHION BUG #2708,INC. OH
FASHION BUG #2709,INC. OH
FASHION BUG #2711,INC. MI
FASHION BUG #2713,INC. (2) IA
FASHION BUG #2714,INC. (2) GA
FASHION BUG #2715 OF SYRACUSE,INC. (2) NY
FASHION BUG #2716,INC. IN
FASHION BUG #2717,INC. WI
FASHION BUG #2718,INC. (2) GA
FASHION BUG #2719,INC. IA
FASHION BUG #2720,INC. WV
FASHION BUG #2721,INC. PA
FASHION BUG #2722,INC. IN
FASHION BUG #2724,INC. IN
FASHION BUG #2727,INC. CA
FASHION BUG #2729,INC. WI
FASHION BUG #2730,INC. DE
FASHION BUG #2731,INC. DE
FASHION BUG #2732,INC. (2) GA
FASHION BUG #2733,INC. MO
FASHION BUG #2736,INC. MO
FASHION BUG #2737,INC. MI
FASHION BUG #2738,INC. KY
FASHION BUG #2739 OF ROTTERDAM,INC. NY
FASHION BUG #2740,INC KS
FASHION BUG #2741,INC. OH
FASHION BUG #2744,INC. (2) MA
FASHION BUG #2748,INC. (1) (2) IL
FASHION BUG #2749,INC. MN
FASHION BUG #2750,INC. PA
FASHION BUG #2751,INC. IN
FASHION BUG #2752,INC. (2) AL
FASHION BUG #2753,INC. (2) MS
FASHION BUG #2754,INC. (2) TN
FASHION BUG #2755,INC. (1) (2) MO
FASHION BUG #2755,INC. (1) (2) MO
FASHION BUG #2756,INC. (2) ME
FASHION BUG #2757,INC. (2) SC
FASHION BUG #2758,INC. (2) GA
FASHION BUG #2759,INC. PA
FASHION BUG #2760,INC. (2) NC
FASHION BUG #2761,INC. (2) KY
FASHION BUG #2762,INC. (2) NJ
FASHION BUG #2763,INC. PA
FASHION BUG #2766,INC. OH
FASHION BUG #2767,INC. PA
FASHION BUG #2768,INC. IN
FASHION BUG #2769,INC. WY
FASHION BUG #2770,INC. (2) UT
FASHION BUG #2772,INC. (1) (2) OR
FASHION BUG #2773,INC. ID
FASHION BUG #2775,INC. IN
FASHION BUG #2777,INC. (1) (2) MI
FASHION BUG #2778,INC. (1) (2) GA
FASHION BUG #2779,INC. OH
FASHION BUG #2780,INC. (1) (2) MI
FASHION BUG #2781,INC. NC
FASHION BUG #2783,INC. (2) MN
FASHION BUG #2786,INC. (2) NH
FASHION BUG #2787,INC. ME
FASHION BUG #2789,INC. VA
FASHION BUG #279,INC. OH
FASHION BUG #2790,INC. (2) WA
FASHION BUG #2791,INC. OH
FASHION BUG #2792,INC. (2) CA
FASHION BUG #2793,INC. (2) CA
FASHION BUG #2794,INC. NV
FASHION BUG #2795,INC. WI
FASHION BUG #2796 OF COBLESKILL,INC. NY
FASHION BUG #2797,INC. NJ
FASHION BUG #2798,INC. (2) FL
FASHION BUG #2799,INC. (1) (2) FL
FASHION BUG #2800,INC. (1) (2) NC
FASHION BUG #2801,INC. (1) (2) MA
FASHION BUG #2802,INC. PA
FASHION BUG #2803,INC. (2) TX
FASHION BUG #2804,INC. (2) TX
FASHION BUG #2805,INC. (2) TX
FASHION BUG #2807,INC. (1) (2) IN
FASHION BUG #2807,INC. IN
FASHION BUG #2808,INC. KS
FASHION BUG #2809,INC. IN
FASHION BUG #2810,INC. (2) OH
FASHION BUG #2811,INC. NJ
FASHION BUG #2814,INC. (2) WY
FASHION BUG #2815,INC. (1) (2) FL
FASHION BUG #2816,INC. MA
FASHION BUG #2817,INC. (1) (2) MO
FASHION BUG #2818,INC. (2) IL
FASHION BUG #2820,INC. CT
FASHION BUG #2821,INC. VA
FASHION BUG #2822,INC. MI
FASHION BUG #2825,INC. (1) (2) CT
FASHION BUG #2826,INC. RI
FASHION BUG #2827,INC. (1) (2) KY
FASHION BUG #2828,INC. OH
FASHION BUG #2829,INC. OH
FASHION BUG #2830,INC. (2) WA
FASHION BUG #2833,INC. (2) IA
FASHION BUG #2836,INC. (1) (2) UT
FASHION BUG #2836,INC. (2) UT
FASHION BUG #2837,INC. (1) (2) GA
FASHION BUG #2838,INC. OR
FASHION BUG #2841,INC. IN
FASHION BUG #2842,INC. IL
FASHION BUG #2844,INC. PA
FASHION BUG #2845,INC. (2) CA
FASHION BUG #2850,INC. MI
FASHION BUG #2851,INC. NJ
FASHION BUG #2852,INC. CO
FASHION BUG #2853 OF ROME,INC. NY
FASHION BUG #2855,INC. IL
FASHION BUG #2856,INC. (2) WI
FASHION BUG #2857,INC. OH
FASHION BUG #2858,INC. CA
FASHION BUG #2861,INC. (2) AL
FASHION BUG #2863,INC. MA
FASHION BUG #2864,INC. OH
FASHION BUG #2868,INC. AZ
FASHION BUG #2869,INC. MD
FASHION BUG #2871 OF ALBANY,INC. NY
FASHION BUG #2872,INC. WI
FASHION BUG #2874,INC. IN
FASHION BUG #2877,INC. AL
FASHION BUG #2879,INC. OR
FASHION BUG #2880,INC. (2) CA
FASHION BUG #2881,INC. NH
FASHION BUG #2882,INC. (1) (2) NH
FASHION BUG #2883,INC. (1) (2) WV
FASHION BUG #2886,INC. IL
FASHION BUG #2891,INC. (2) TX
FASHION BUG #2892,INC. (2) ID
FASHION BUG #2893,INC. (2) MT
FASHION BUG #2894,INC. IL
FASHION BUG #2895,INC. (2) TN
FASHION BUG #2896,INC. (1) (2) UT
FASHION BUG #2898,INC. CA
FASHION BUG #2899,INC. WA
FASHION BUG #2902,INC. IA
FASHION BUG #2903,INC. (2) NE
FASHION BUG #2905,INC. IN
FASHION BUG #2906,INC. IN
FASHION BUG #2907,INC. IL
FASHION BUG #2909,INC. PA
FASHION BUG #2911,INC. TN
FASHION BUG #2912 OF VICTOR,INC. (2) NY
FASHION BUG #2913,INC. PA
FASHION BUG #2915,INC. MA
FASHION BUG #2919,INC. (2) FL
FASHION BUG #2920,INC. WA
FASHION BUG #2922,INC. PA
FASHION BUG #2923 OF AMSTERDAM,INC. NY
FASHION BUG #2924,INC. WI
FASHION BUG #2926,INC. (2) KS
FASHION BUG #2927,INC. (2) NJ
FASHION BUG #2928,INC. RI
FASHION BUG #2930,INC. IL
FASHION BUG #2932,INC. MA
FASHION BUG #2934,INC. CA
FASHION BUG #2937,INC. (2) GA
FASHION BUG #2941,INC. DE
FASHION BUG #2942,INC. (2) UT
FASHION BUG #2943,INC. (1) (2) UT
FASHION BUG #2944,INC. CA
FASHION BUG #2945 OF MEDIA,INC. NY
FASHION BUG #2948,INC. (2) FL
FASHION BUG #2951,INC. NC
FASHION BUG #2952,INC. OH
FASHION BUG #2954,INC. MI
FASHION BUG #2956,INC. MI
FASHION BUG #2957,INC. (2) MA
FASHION BUG #2958,INC. MI
FASHION BUG #2959 OF BUFFALO,INC. NY
FASHION BUG #2968,INC. (2) OR
FASHION BUG #2969,INC. WY
FASHION BUG #2974,INC. MI
FASHION BUG #2975,INC. (1) (2) MO
FASHION BUG #2978,INC. OH
FASHION BUG #2980,INC. (2) FL
FASHION BUG #2982,INC. VT
FASHION BUG #2983,INC. ME
FASHION BUG #2987,INC. (2) IN
FASHION BUG #2988,INC. IN
FASHION BUG #2989,INC. IN
FASHION BUG #2990,INC. WI
FASHION BUG #2992,INC. (2) CO
FASHION BUG #2994,INC. (2) VA
FASHION BUG #2995,INC. OH
FASHION BUG #2998,INC. PA
FASHION BUG #2999,INC. NC
FASHION BUG #3000,INC. (2) KS
FASHION BUG #3001,INC. VA
FASHION BUG #3003,INC. (2) MT
FASHION BUG #3005,INC. OH
FASHION BUG #3006,INC. AZ
FASHION BUG #3008,INC. MA
FASHION BUG #3009,INC. WI
FASHION BUG #3011,INC. PA
FASHION BUG #3016,INC. OH
FASHION BUG #3018,INC. WV
FASHION BUG #3022,INC. IL
FASHION BUG #3023,INC. WI
FASHION BUG #3026,INC. (2) WV
FASHION BUG #3027,INC. (1) (2) UT
FASHION BUG #3030,INC. AZ
FASHION BUG #3033,INC. NH
FASHION BUG #3034,INC. MO
FASHION BUG #3038,INC. (2) VT
FASHION BUG #3040,INC. MO
FASHION BUG #3042,INC. IN
FASHION BUG #3044,INC. GA
FASHION BUG #3046,INC. GA
FASHION BUG #3047,INC. TN
FASHION BUG #3048 OF WELLSVILLE,INC. NY
FASHION BUG #3049,INC. CT
FASHION BUG #3050,INC. MA
FASHION BUG #3052,INC. MO
FASHION BUG #3054,INC. IL
FASHION BUG #3056,INC. GA
FASHION BUG #3057,INC. PA
FASHION BUG #3058,INC. CT
FASHION BUG #3060,INC. (2) SD
FASHION BUG #3061,INC. DE
FASHION BUG #3062,INC. GA
FASHION BUG #3063,INC. (1) (2) VA
FASHION BUG #3064,INC. (1) (2) MI
FASHION BUG #3065,INC. (1) (2) TN
FASHION BUG #3066,INC. (1) (2) MI
FASHION BUG #3067,INC (1) (2) TX
FASHION BUG #3068,INC. (1) (2) MN
FASHION BUG #3069,INC. NJ
FASHION BUG #3070,INC. (1) (2) MO
FASHION BUG #3071,INC. (1) (2) WA
FASHION BUG #3072,INC. (1) (2) AR
FASHION BUG #3073,INC. (1) (2) WA
FASHION BUG #3078,INC. IL
FASHION BUG #3079,INC. MO
FASHION BUG #3080,INC. (1) (2) ME
FASHION BUG #3081,INC. PA
FASHION BUG #3082,INC. (1) (2) CT
FASHION BUG #3082,INC. (1) (2) IN
FASHION BUG #3088,INC. (1) (2) WA
FASHION BUG #3091,INC. PA
FASHION BUG #3092,INC. WI
FASHION BUG #3093,INC. (1) (2) MA
FASHION BUG #3094,INC. ME
FASHION BUG #3097,INC. (1) (2) NJ
FASHION BUG #3099,INC. MD
FASHION BUG #3100,INC. OH
FASHION BUG #3101,INC. MO
FASHION BUG #3102,INC. WV
FASHION BUG #3103,INC. IL
FASHION BUG #3104,INC. GA
FASHION BUG #3105 OF WILLIAMSVILLE,INC. NY
FASHION BUG #3106,INC. IN
FASHION BUG #3107,INC. (1) (2) PA
FASHION BUG #3108,INC. KY
FASHION BUG #3109,INC. CT
FASHION BUG #3110,INC. IL
FASHION BUG #3111,INC. IL
FASHION BUG #3112,INC. OH
FASHION BUG #3113,INC. FL
FASHION BUG #3114,INC. AZ
FASHION BUG #3115,INC. MI
FASHION BUG #3116,INC. MO
FASHION BUG #3117,INC. FL
FASHION BUG #3118,INC. CO
FASHION BUG #3119,INC. (1) (2) CT
FASHION BUG #3120,INC. AZ
FASHION BUG #3121,INC PA
FASHION BUG #3122,INC PA
FASHION BUG #3123,INC. MO
FASHION BUG #3124,INC. PA
FASHION BUG #3125,INC. MD
FASHION BUG #3126,INC. MA
FASHION BUG #3127,INC. MO
FASHION BUG #3128,INC. (1) (2) MD
FASHION BUG #3130,INC. (1) NJ
FASHION BUG #3131,INC. OH
FASHION BUG #3132,INC. (1) (2) DE
FASHION BUG #3133,INC. CA
FASHION BUG #3134,INC. IL
FASHION BUG #3135 OF CORTLANDT,INC. NY
FASHION BUG #3136,INC. GA
FASHION BUG #3138,INC. (1) (2) CA
FASHION BUG #3139,INC. OH
FASHION BUG #3140,INC. CA
FASHION BUG #3141,INC. (1) (2) VA
FASHION BUG #3142,INC. (1) (2) CA
FASHION BUG #3143 OF NORWICH,INC. NY
FASHION BUG #3144,INC. AZ
FASHION BUG #3145,INC. (1) (2) DE
FASHION BUG #3146,INC. FL
FASHION BUG #3147,INC. GA
FASHION BUG #3148,INC. IL
FASHION BUG #3149,INC. OH
FASHION BUG #3150,INC. CA
FASHION BUG #3151,INC. LA
FASHION BUG #3152,INC. LA
FASHION BUG #3153,INC. LA
FASHION BUG #3154,INC. MD
FASHION BUG #3155,INC. AZ
FASHION BUG #3156,INC. MD
FASHION BUG #3157,INC. MD
FASHION BUG #3158,INC. MD
FASHION BUG #3159,INC. (1) (2) NM
FASHION BUG #3160,INC. MI
FASHION BUG #3161,INC. NC
FASHION BUG #3162,INC. (1) (2) NC
FASHION BUG #3163,INC. NJ
FASHION BUG #3164,INC. NJ
FASHION BUG #3165,INC. NJ
FASHION BUG #3166,INC. NJ
FASHION BUG #3169,INC. PA
FASHION BUG #3170,INC. TX
FASHION BUG #3171,INC. TX
FASHION BUG #3172,INC. TX
FASHION BUG #3173,INC. TX
FASHION BUG #3174,INC. VA
FASHION BUG #3175,INC. VA
FASHION BUG #3176,INC. VA
FASHION BUG #3177,INC. (1) (2) DE
FASHION BUG #3178,INC. (1) (2) CO
FASHION BUG #3179,INC. VA
FASHION BUG #3180,INC. (1) (2) VA
FASHION BUG #3181 OF SYRACUSE,INC. WA
FASHION BUG #3182,INC. (1) (2) NM
FASHION BUG #3183,INC. MA
FASHION BUG #3184,INC. MI
FASHION BUG #3185,INC. NM
FASHION BUG #3186,INC. (1) (2) CO
FASHION BUG #3187,INC. KS
FASHION BUG #3188,INC. LA
FASHION BUG #3189,INC. TX
FASHION BUG #3190,INC. UT
FASHION BUG #3191,INC. LA
FASHION BUG #3192,INC. MD
FASHION BUG #3193,INC. PA
FASHION BUG #3194,INC. MI
FASHION BUG #3195,INC. MD
FASHION BUG #3196,INC. CA
FASHION BUG #3197,INC. (1) (2) MI
FASHION BUG #3198,INC. (1) (2) MO
FASHION BUG #3199,INC. MO
FASHION BUG #3200,INC. (1) (2) MI
FASHION BUG #3201,INC. PA
FASHION BUG #3202,INC. MA
FASHION BUG #3203,INC. (1) (2) TN
FASHION BUG #3204,INC. (1) (2) WI
FASHION BUG #3205,INC. (1) (2) WI
FASHION BUG #3206,INC. (1) (2) OH
FASHION BUG #3207,INC. SC
FASHION BUG #3208,INC. (1) (2) AL
FASHION BUG #3209,INC. (1) (2) IA
FASHION BUG #3210,INC. (1) (2) CA
FASHION BUG #3211,INC. (1) (2) GA
FASHION BUG #3212,INC. (1) TN
FASHION BUG #3213,INC. PA
FASHION BUG #3214,INC. (1) (2) LA
FASHION BUG #3215,INC. (1) (2) MI
FASHION BUG #3216,INC. CA
FASHION BUG #3217,INC. MI
FASHION BUG #3218,INC. IL
FASHION BUG #3219,INC. MN
FASHION BUG #3220,INC. (1) IL
FASHION BUG #3221,INC. (1) (2) AL
FASHION BUG #3222,INC. (1) (2) WI
FASHION BUG #3223,INC. (1) (2) WI
FASHION BUG #3224,INC. (1) (2) NJ
FASHION BUG #3225,INC. (1) (2) PA
FASHION BUG #3226 OF AUBURN, INC. (1) NY
FASHION BUG #3227,INC. CA
FASHION BUG #3229,INC. (1) (2) CA
FASHION BUG #3230,INC. (1) (2) TX
FASHION BUG #3231,INC. (1) (2) WA
FASHION BUG #3232,INC. (1) (2) IN
FASHION BUG #3233,INC. (1) (2) PA
FASHION BUG #3234,INC. (1) (2) WI
FASHION BUG #3235,INC. (1) IN
FASHION BUG #3236,INC. (1) (2) PA
FASHION BUG #3237,INC. (1) (2) IL
FASHION BUG #3238,INC. (1) (2) TX
FASHION BUG #3239,INC. (1) (2) NJ
FASHION BUG #3240,INC. (1) (2) NJ
FASHION BUG #3241,INC. (1) (2) GA
FASHION BUG #3242,INC. (1) (2) CA
FASHION BUG #3243,INC. (1) (2) WI
FASHION BUG #3244,INC. (1) (2) NC
FASHION BUG #3245,INC. (1) (2) WI
FASHION BUG #3246,INC. (1) (2) PA
FASHION BUG #3247,INC. (1) MD
FASHION BUG #3248,INC. (1) (2) FL
FASHION BUG #3249,INC. (1) (2) GA
FASHION BUG #3252,INC. (1) (2) NV
FASHION BUG #3253,INC. (1) (2) IA
FASHION BUG #3254,INC. (1) (2) MD
FASHION BUG #3255,INC. (1) (2) NE
FASHION BUG #3256,INC. (1) (2) CA
FASHION BUG #3258,INC. (1) (2) FL
FASHION BUG #3259,INC. (1) (2) FL
FASHION BUG #3260,INC. (1) (2) IL
FASHION BUG #3261,INC. (1) (2) TX
FASHION BUG #3264,INC. (1) (2) NC
FASHION BUG #3267,INC. (1) (2) CA
FASHION BUG #3268,INC. (1) (2) CA
FASHION BUG #3269,INC. (1) (2) CA
FASHION BUG #3270,INC. (1) (2) IN
FASHION BUG #3271,INC. (1) (2) MN
FASHION BUG #3272,INC. (1) (2) TN
FASHION BUG #3273,INC. (1) (2) GA
FASHION BUG #3274,INC. (1) (2) CA
FASHION BUG #3277,INC. (1) (2) IL
FASHION BUG #3279,INC. (1) (2) OR
FASHION BUG #3280,INC. (1) (2) TX
FASHION BUG #3281,INC. (1) (2) NY
FASHION BUG #3284 OF POUGHKEEPSIE,INC. (1) (2) NY
FASHION BUG #3285,INC. (1) (2) TN
FASHION BUG #3286, INC. (1) (2) WV
FASHION BUG #3287,INC. (1) (2) FL
FASHION BUG #3288,INC. (1) (2) MI
FASHION BUG #3289,INC. (1) (2) CA
FASHION BUG #3297,INC. (1) (2) NJ
FASHION BUG #336,INC. IN
FASHION BUG #3906,INC. (1) (2) NJ
FASHION BUG #3907,INC. (1) (2) NJ
FASHION BUG #4001,INC. (2) NJ
FASHION BUG #4002,INC. CT
FASHION BUG #4004,INC. NJ
FASHION BUG #4005,INC. MA
FASHION BUG #4006,INC. PA
FASHION BUG #4007,INC. PA
FASHION BUG #4008,INC. NJ
FASHION BUG #4009,INC. RI
FASHION BUG #4010,INC. MA
FASHION BUG #4011,INC. NH
FASHION BUG #4012 OF BAYSHORE,INC. NY
FASHION BUG #4013,INC. NJ
FASHION BUG #418,INC. NJ
FASHION BUG #42,INC. (1) (2) MO
FASHION BUG #44,INC. PA
FASHION BUG #47,INC. IN
FASHION BUG #471,INC. MN
FASHION BUG #508,INC. IL
FASHION BUG #519,INC. WV
FASHION BUG #520,INC. MA
FASHION BUG #527,INC. KS
FASHION BUG #529 OF HAMBURG,INC. NY
FASHION BUG #534,INC. IN
FASHION BUG #538,INC. ME
FASHION BUG #545,INC. VT
FASHION BUG #548,INC. ME
FASHION BUG #554,INC. PA
FASHION BUG #558,INC. (2) TN
FASHION BUG #560 OF GLOVERSVILLE,INC. NY
FASHION BUG #561,INC. FL
FASHION BUG #562,INC. NJ
FASHION BUG #564,INC. MO
FASHION BUG #565,INC. MI
FASHION BUG #566,INC. IN
FASHION BUG #567,INC. IL
FASHION BUG #571,INC. (2) TN
FASHION BUG #572,INC. (2) LA
FASHION BUG #573,INC. PA
FASHION BUG #574 OF SYRACUSE,INC. NY
FASHION BUG #575,INC. MN
FASHION BUG #576,INC. NJ
FASHION BUG #580,INC. ME
FASHION BUG #581,INC. NH
FASHION BUG #583,INC. KY
FASHION BUG #584 OF YONKERS,INC. NY
FASHION BUG #585,INC. NJ
FASHION BUG #586,INC. NJ
FASHION BUG #588,INC. IL
FASHION BUG #589,INC. IL
FASHION BUG #591,INC. (2) MO
FASHION BUG #592,INC. (2) IL
FASHION BUG #593 OF SELDEN,INC. NY
FASHION BUG #594,INC. KS
FASHION BUG #595,INC. IN
FASHION BUG #596,INC. CT
FASHION BUG #597,INC. MN
FASHION BUG #600,INC. (2) PA
FASHION BUG #601,INC. SC
FASHION BUG #602,INC. PA
FASHION BUG #603 OF HUDSON AVENUE,INC. (1) (2) NY
FASHION BUG #605,INC. (2) MI
FASHION BUG #606,INC. MI
FASHION BUG #607,INC. MI
FASHION BUG #610,INC. (1) (2) RI
FASHION BUG #611,INC. (1) (2) AL
FASHION BUG #612,INC. OH
FASHION BUG #614,INC. MA
FASHION BUG #615,INC. PA
FASHION BUG #617,INC. MA
FASHION BUG #618,INC. (2) SC
FASHION BUG #620,INC. (1) (2) IL
FASHION BUG #622,INC. WI
FASHION BUG #624,INC. MO
FASHION BUG #626,INC. (2) MD
FASHION BUG #627,INC. OH
FASHION BUG #629,INC. NJ
FASHION BUG #630,INC. IN
FASHION BUG #631,INC. PA
FASHION BUG #636,INC. IL
FASHION BUG #638,INC. MI
FASHION BUG #640,INC. (1) (2) NJ
FASHION BUG #641,INC. (2) NJ
FASHION BUG #642,INC. PA
FASHION BUG #643,INC. PA
FASHION BUG #644,INC. GA
FASHION BUG #645,INC. MI
FASHION BUG #646,INC. OH
FASHION BUG #647,INC. ME
FASHION BUG #649,INC. PA
FASHION BUG #650,INC. (2) VA
FASHION BUG #651,INC. MI
FASHION BUG #653,INC. NJ
FASHION BUG #654,INC. AL
FASHION BUG #656,INC. FL
FASHION BUG #657,INC. MO
FASHION BUG #658,INC. MA
FASHION BUG #660 OF ALBANY,INC. (2) NY
FASHION BUG #661,INC. WV
FASHION BUG #662,INC. PA
FASHION BUG #663,INC. PA
FASHION BUG #664,INC. CO
FASHION BUG #666,INC. (1) (2) MI
FASHION BUG #667,INC. MI
FASHION BUG #668 OF SHIRLEY,INC. NY
FASHION BUG #670,INC. MA
FASHION BUG #671,INC. (1) (2) VA
FASHION BUG #672,INC. (2) MI
FASHION BUG #673,INC. KY
FASHION BUG #674,INC. IL
FASHION BUG #675,INC. (2) LA
FASHION BUG #676 OF OZONE PARK,INC. NY
FASHION BUG #678,INC. OH
FASHION BUG #679 OF WATERTOWN,INC. NY
FASHION BUG #680,INC. (2) PA
FASHION BUG #681,INC. IN
FASHION BUG #683,INC. (2) WI
FASHION BUG #684,INC. NC
FASHION BUG #686,INC. (2) IL
FASHION BUG #687,INC. IL
FASHION BUG #689,INC. PA
FASHION BUG #691,INC. MD
FASHION BUG #692,INC. (2) MO
FASHION BUG #693,INC. MI
FASHION BUG #694,INC. MI
FASHION BUG #697,INC. OH
FASHION BUG #698,INC. OH
FASHION BUG #712,INC. (2) IA
FASHION BUG #716,INC. (2) RI
FASHION BUG #719,INC. OH
FASHION BUG #720 OF OSWEGO,INC. NY
FASHION BUG #721,INC. MA
FASHION BUG #723,INC. (2) AL
FASHION BUG #724,INC. NH
FASHION BUG #725,INC. (1) (2) FL
FASHION BUG #727,INC. ME
FASHION BUG #729,INC. MI
FASHION BUG #730,INC. (2) OH
FASHION BUG #731,INC. IL
FASHION BUG #732,INC. MI
FASHION BUG #733,INC. IN
FASHION BUG #734 OF DUNKIRK,INC. NY
FASHION BUG #736,INC. (2) MO
FASHION BUG #737,INC. MA
FASHION BUG #738,INC. NC
FASHION BUG #739,INC. (2) OH
FASHION BUG #740,INC. WI
FASHION BUG #741,INC. OH
FASHION BUG #742,INC. OH
FASHION BUG #743,INC. (2) OH
FASHION BUG #744,INC. (1) (2) FL
FASHION BUG #745,INC. MI
FASHION BUG #748,INC. OH
FASHION BUG #751,INC. MI
FASHION BUG #752,INC. VT
FASHION BUG #754,INC. (2) PA
FASHION BUG #755,INC. ME
FASHION BUG #756,INC. CT
FASHION BUG #757 OF BROCKPORT,INC. NY
FASHION BUG #758,INC. WI
FASHION BUG #759,INC. MI
FASHION BUG #760 OF PINE PLAZA,INC. NY
FASHION BUG #761,INC. (2) MO
FASHION BUG #762,INC. MO
FASHION BUG #763,INC. MO
FASHION BUG #764,INC. (2) IL
FASHION BUG #766,INC. OH
FASHION BUG #767,INC. (2) WV
FASHION BUG #768,INC. VA
FASHION BUG #769,INC. OH
FASHION BUG #770,INC. (1) (2) MI
FASHION BUG #771,INC. MI
FASHION BUG #772 OF MIDDLETOWN,INC. NY
FASHION BUG #773,INC. TN
FASHION BUG #774,INC. PA
FASHION BUG #775,INC. VT
FASHION BUG #776,INC. KY
FASHION BUG #778,INC. PA
FASHION BUG #779,INC. KY
FASHION BUG #781,INC. OH
FASHION BUG #784,INC. VA
FASHION BUG #785,INC. MI
FASHION BUG #786,INC. CT
FASHION BUG #787,INC. RI
FASHION BUG #788,INC. MA
FASHION BUG #790,INC. (2) OH
FASHION BUG #792,INC. NC
FASHION BUG #793,INC. VA
FASHION BUG #795,INC. MI
FASHION BUG #797,INC. KS
FASHION BUG #799,INC. VA
FASHION BUG #84 OF QUEENS,INC. NY
FASHION BUG #863,INC. IN
FASHION BUG #95,INC.(907) (2) MD
FASHION BUG & FASHION BUG PLUS #2179,INC. FL
FASHION BUG ACQUISITION CORP DE
FASHION BUG OF 640 PLAZA,INC. TN
FASHION BUG OF ALEXANDRIA,INC. (2) VA
FASHION BUG OF ALLENTOWN,INC. PA
FASHION BUG OF ALLIANCE,INC. OH
FASHION BUG OF ALPENA,INC. MI
FASHION BUG OF ALTOONA,INC. PA
FASHION BUG OF AMHERST,INC. NY
FASHION BUG OF ANDORRA,INC. PA
FASHION BUG OF APPLE VALLEY SQUARE,INC. VA
FASHION BUG OF ASBURY PARK,INC. NJ
FASHION BUG OF AUDUBON,INC. NJ
FASHION BUG OF AURORA,INC. IL
FASHION BUG OF BARBERTON,INC. OH
FASHION BUG OF BEAVER FALLS,INC. (2) PA
FASHION BUG OF BECKLEY,INC. WV
FASHION BUG OF BELLEVILLE,INC. MI
FASHION BUG OF BELMONT,INC. (2) MI
FASHION BUG OF BELVEDERE PLAZA,INC. (2) GA
FASHION BUG OF BETHLEHEM,INC. PA
FASHION BUG OF BIRMINGHAM,INC. AL
FASHION BUG OF BLOOMSBURG,INC. PA
FASHION BUG OF BLUE ASH,INC. (2) OH
FASHION BUG OF BLUEFIELD,INC. WV
FASHION BUG OF BOLINGBROOK,INC. IL
FASHION BUG OF BOND,INC. PA
FASHION BUG OF BORDENTOWN,INC. NJ
FASHION BUG OF BRADFORD,INC. PA
FASHION BUG OF BRICKTOWN PLAZA,INC. NJ
FASHION BUG OF BRIDGEVIEW,INC. IL
FASHION BUG OF BRIDGEVILLE,INC. (2) PA
FASHION BUG OF BRISTOL, CT,INC. CT
FASHION BUG OF BRISTOL,INC. PA
FASHION BUG OF BRUNSWICK,INC. NJ
FASHION BUG OF BUCYRUS,INC. OH
FASHION BUG OF CALIFORNIA, INC. (1) (2) CA
FASHION BUG OF CAMBRIDGE,INC. MD
FASHION BUG OF CAPE MAY,INC. NJ
FASHION BUG OF CARLISLE,INC. PA
FASHION BUG OF CASSELBERRY,INC. FL
FASHION BUG OF CASTOR AVENUE,INC. (2) PA
FASHION BUG OF CENTURY III MALL PA
FASHION BUG OF CHARLOTTESVILLE,INC. VA
FASHION BUG OF CHESTERTOWN,INC. MD
FASHION BUG OF CHICOPEE,INC. (2) MA
FASHION BUG OF CHILLICOTHE,INC. OH
FASHION BUG OF CLARION,INC. PA
FASHION BUG OF CLARKSBURG,INC. (2) WV
FASHION BUG OF CLEARFIELD,INC. PA
FASHION BUG OF CLEARVIEW MALL,INC. PA
FASHION BUG OF CLEVELAND,INC. OH
FASHION BUG OF COCKEYSVILLE,INC. MD
FASHION BUG OF COLLEGE SQUARE,INC. DE
FASHION BUG OF CORBIN,INC. (2) KY
FASHION BUG OF COTTMAN,INC. PA
FASHION BUG OF COUNTRYSIDE,INC. PA
FASHION BUG OF CRANBERRY,INC. PA
FASHION BUG OF CREST HILL,INC. (2) IL
FASHION BUG OF CROMWELL FIELD,INC. MD
FASHION BUG OF CRYSTAL LAKE,INC. (2) IL
FASHION BUG OF CULPEPPER,INC. VA
FASHION BUG OF CUMBERLAND MALL,INC. (2) GA
FASHION BUG OF CUYAHOGA FALLS,INC. OH
FASHION BUG OF DANBURY,INC. CT
FASHION BUG OF DANVILLE,INC. IL
FASHION BUG OF DAYTON MALL,INC. (2) OH
FASHION BUG OF DEARBORN,INC. MI
FASHION BUG OF DEKALB,INC. IL
FASHION BUG OF DES PLAINES,INC. IL
FASHION BUG OF DEVON,INC. CT
FASHION BUG OF DOVER PLAZA,INC. NJ
FASHION BUG OF DUBOIS,INC. PA
FASHION BUG OF DUNBAR,INC. WV
FASHION BUG OF EAST HARTFORD,INC. CT
FASHION BUG OF EAST MANSFIELD,INC. OH
FASHION BUG OF EAST PARK,INC. MD
FASHION BUG OF EAST WINDSOR,INC. NJ
FASHION BUG OF EASTSIDE PLAZA,INC. IL
FASHION BUG OF EASTWOOD MALL,INC. OH
FASHION BUG OF EDGEWOOD,INC. MD
FASHION BUG OF EDWARDSVILLE,INC. PA
FASHION BUG OF EGG HARBOR,INC. (2) NJ
FASHION BUG OF ELDERSBURG,INC. MD
FASHION BUG OF ELKTON,INC. MD
FASHION BUG OF ELWOOD CITY,INC. PA
FASHION BUG OF EUSTIS,INC. (1) (2) FL
FASHION BUG OF EVANSVILLE,INC. IN
FASHION BUG OF FAIRFIELD,INC. CT
FASHION BUG OF FAIRMONT,INC. WV
FASHION BUG OF FALL RIVER,INC. MA
FASHION BUG OF FALLS CHURCH,INC. (2) VA
FASHION BUG OF FLEMINGTON,INC. (2) NJ
FASHION BUG OF FLINT,INC. MI
FASHION BUG OF FOREST PARK MALL,INC. (2) IL
FASHION BUG OF FOREST PLAZA,INC. IL
FASHION BUG OF FORT SAGINAW,INC. (2) MI
FASHION BUG OF FOSTORIA,INC. (2) OH
FASHION BUG OF FRACKVILLE,INC. PA
FASHION BUG OF FRANKFORT,INC. KY
FASHION BUG OF FRANKLIN COUNTY,INC. PA
FASHION BUG OF FRANKLIN,INC. PA
FASHION BUG OF FREDERICKSBURG,INC. VA
FASHION BUG OF FREEHOLD,INC. NJ
FASHION BUG OF FRONT ROYAL,INC. VA
FASHION BUG OF FT. FINDLAY,INC. OH
FASHION BUG OF FT. MYERS,INC. (2) FL
FASHION BUG OF FULLERTON,INC. MD
FASHION BUG OF GARFIELD HEIGHTS,INC. OH
FASHION BUG OF GEORIA SQUARE,INC. (2) GA
FASHION BUG OF GIBBSTOWN,INC. NJ
FASHION BUG OF GLEN BURNIE,INC. MD
FASHION BUG OF GLEN ELLYN,INC. IL
FASHION BUG OF GORHAM,INC. NH
FASHION BUG OF GREENVILLE PLAZA,INC. PA
FASHION BUG OF GROVE CITY,INC. PA
FASHION BUG OF HACKENSACK,INC. (2) NJ
FASHION BUG OF HACKETTSTOWN,INC. NJ
FASHION BUG OF HAGERSTOWN,INC. MD
FASHION BUG OF HAMILTON SQUARE,INC. NJ
FASHION BUG OF HAMPTON,INC. (2) VA
FASHION BUG OF HANNIBAL,INC. MO
FASHION BUG OF HANOVER,INC. PA
FASHION BUG OF HARRISBURG,INC. PA
FASHION BUG OF HAZELTON,INC. PA
FASHION BUG OF HAZLET,INC. (2) NJ
FASHION BUG OF HERSHEY,INC. (2) PA
FASHION BUG OF HIGHLAND RIDGE,INC. OH
FASHION BUG OF HINESVILLE,INC. GA
FASHION BUG OF HOLYOKE,INC. MA
FASHION BUG OF HOMEWOOD,INC. (2) IL
FASHION BUG OF HONESDALE,INC. PA
FASHION BUG OF HOUGHTON,INC. MI
FASHION BUG OF HOWELL,INC. NJ
FASHION BUG OF HUNTINGTON PLAZA,INC. IN
FASHION BUG OF HUNTINGTON,INC. (2) WV
FASHION BUG OF IROQUOIS MANOR,INC. KY
FASHION BUG OF JASPER,INC. IN
FASHION BUG OF JERSEY CITY,INC. (2) NJ
FASHION BUG OF JOHNSTON,INC. RI
FASHION BUG OF JOHNSTOWN,INC. (2) PA
FASHION BUG OF JOLIET,INC. IL
FASHION BUG OF KEDZIE,INC. IL
FASHION BUG OF KENT,INC. OH
FASHION BUG OF KUTZTOWN,INC. PA
FASHION BUG OF LAKELAND,INC. (2) FL
FASHION BUG OF LAKEMORE PLAZA,INC. OH
FASHION BUG OF LANCASTER,INC. PA
FASHION BUG OF LANGLEY PARK,INC. (2) MD
FASHION BUG OF LANSING,INC. MI
FASHION BUG OF LAUREL,INC. (2) MD
FASHION BUG OF LAVALE,INC. MD
FASHION BUG OF LAWRENCEVILLE,INC. NJ
FASHION BUG OF LEBANON,INC. PA
FASHION BUG OF LEDGEWOOD,INC. NJ
FASHION BUG OF LENOX SQUARE,INC. (2) GA
FASHION BUG OF LEWISBURG,INC. PA
FASHION BUG OF LEWISTON,INC. ME
FASHION BUG OF LEXINGTON,INC. (2) KY
FASHION BUG OF LIVONIA,INC. MI
FASHION BUG OF LOCKPORT,INC. NY
FASHION BUG OF LOGAN,INC. WV
FASHION BUG OF LORAIN,INC. OH
FASHION BUG OF LOUISVILLE,INC. KY
FASHION BUG OF LOWER BURRELL,INC. PA
FASHION BUG OF LYNCHBURG,INC. VA
FASHION BUG OF LYNN,INC. MA
FASHION BUG OF MACDADE,INC. PA
FASHION BUG OF MANAHAWKIN,INC. NJ
FASHION BUG OF MANCHESTER, N.H.,INC. NH
FASHION BUG OF MAPLE HEIGHTS,INC. OH
FASHION BUG OF MARQUETTE,INC. MI
FASHION BUG OF MARTIN PLAZA,INC. (2) MD
FASHION BUG OF MASON CITY,INC. IA
FASHION BUG OF MASSILLON,INC. OH
FASHION BUG OF MATTESON,INC. (2) IL
FASHION BUG OF MAULDIN,INC. SC
FASHION BUG OF MAYFAIR,INC. PA
FASHION BUG OF MAYFIELD HEIGHTS,INC. (2) OH
FASHION BUG OF MCKEESPORT (2) PA
FASHION BUG OF MEADVILLE,INC. PA
FASHION BUG OF MEDFORD,INC. NJ
FASHION BUG OF MELROSE PARK,INC. (2) IL
FASHION BUG OF MERRITT ISLAND,INC. FL
FASHION BUG OF MIDDLESBORO,INC. KY
FASHION BUG OF MIDDLETOWN PLAZA,INC. NJ
FASHION BUG OF MIDLAND PLAZA,INC. MI
FASHION BUG OF MIDWAY,INC. MN
FASHION BUG OF MONROE,INC. NC
FASHION BUG OF MONROEVILLE (2) PA
FASHION BUG OF MONROEVILLE,INC. PA
FASHION BUG OF MONTGOMERYVILLE,INC. (2) PA
FASHION BUG OF MONTPELIER,INC. VT
FASHION BUG OF MOORESTOWN MALL,INC. (2) NJ
FASHION BUG OF MOOSIC,INC. PA
FASHION BUG OF MOREHEAD,INC. KY
FASHION BUG OF MORRIS COUNTY,INC. NJ
FASHION BUG OF MOUNT PLEASANT,INC. MI
FASHION BUG OF MOUNT VERNON,INC. IL
FASHION BUG OF MT. CLEMENS,INC. MI
FASHION BUG OF MURRAY,INC. KY
FASHION BUG OF N. ROANOKE,INC. VA
FASHION BUG OF NANTICOKE,INC. PA
FASHION BUG OF NASHVILLE,INC. TN
FASHION BUG OF NATRONA,INC. (2) PA
FASHION BUG OF NEW BRITIAN,INC. CT
FASHION BUG OF NEW CASTLE,INC. PA
FASHION BUG OF NEW HOLLAND,INC. PA
FASHION BUG OF NEW LONDON,INC. CT
FASHION BUG OF NEW PHILADELPHIA,INC. OH
FASHION BUG OF NORTH ADAMS,INC. MA
FASHION BUG OF NORTH AVENUE,INC. (2) IL
FASHION BUG OF NORTH BRUNSWICK,INC. NJ
FASHION BUG OF NORTH EAST,INC. MD
FASHION BUG OF NORTH POINT,INC. MD
FASHION BUG OF NORWELL,INC. MA
FASHION BUG OF NORWIN,INC. PA
FASHION BUG OF OAK RIDGE,INC. (2) TN
FASHION BUG OF OIL CITY,INC. PA
FASHION BUG OF OLEAN,INC. NY
FASHION BUG OF PADUCAH,INC. (2) KY
FASHION BUG OF PAINTSVILLE,INC. KY
FASHION BUG OF PAKA PLAZA,INC. MI
FASHION BUG OF PALM HARBOR,INC. FL
FASHION BUG OF PANAMA CITY,INC. FL
FASHION BUG OF PARKERSBURG,INC. WV
FASHION BUG OF PARKSIDE,INC. (2) MD
FASHION BUG OF PARLIN,INC. (2) NJ
FASHION BUG OF PATCHOQUE,INC. NY
FASHION BUG OF PENNSVILLE,INC. NJ
FASHION BUG OF PEORIA,INC. IL
FASHION BUG OF PERIMETER MALL,INC. (2) GA
FASHION BUG OF PERRING,INC. MD
FASHION BUG OF PHILLIPSBURG,INC. NJ
FASHION BUG OF PIKEVILLE,INC. KY
FASHION BUG OF PITTSTON,INC. PA
FASHION BUG OF PORTSMOUTH,INC. OH
FASHION BUG OF POTTSVILLE,INC. PA
FASHION BUG OF RAVENSWOOD,INC. WV
FASHION BUG OF RAYNHAM,INC. MA
FASHION BUG OF REISTERTOWN,INC. MD
FASHION BUG OF REVERE,INC. MA
FASHION BUG OF REYNOLDSBURG,INC. OH
FASHION BUG OF RISING SUN,INC. PA
FASHION BUG OF RIVERHEAD,INC. (2) NY
FASHION BUG OF RIVERSIDE SQUARE,INC. IL
FASHION BUG OF RIVERTOWNE COMMONS,INC. MD
FASHION BUG OF ROANOKE RAPIDS,INC. (2) NC
FASHION BUG OF ROGERS PLAZA,INC. MI
FASHION BUG OF ROYAL OAK,INC. MI
FASHION BUG OF RUMFORD,INC. (2) RI
FASHION BUG OF SAGINAW,INC. MI
FASHION BUG OF SALEM,INC. MA
FASHION BUG OF SAUGUS,INC. (2) MA
FASHION BUG OF SAUGUS,INC. (2) MA
FASHION BUG OF SCRANTON,INC. PA
FASHION BUG OF SEAFORD,INC. DE
FASHION BUG OF SECURITY,INC. MD
FASHION BUG OF SHARON,INC. PA
FASHION BUG OF SHARONVILLE,INC. OH
FASHION BUG OF SMYRNA,INC. (2) GA
FASHION BUG OF SOLON,INC. OH
FASHION BUG OF SOMERS POINT,INC. NJ
FASHION BUG OF SOMERSET,INC. (2) KY
FASHION BUG OF SOUTH FLINT,INC. MI
FASHION BUG OF SOUTH HILLS VILLAGE (2) PA
FASHION BUG OF SOUTH PLAINFIELD,INC. NJ
FASHION BUG OF SOUTHFIELD,INC. (2) MI
FASHION BUG OF SOUTHGATE,INC. (2) MI
FASHION BUG OF SOUTHLAKE MALL,INC. (2) GA
FASHION BUG OF SPEEDWAY SHOPPING CENTER,INC. IN
FASHION BUG OF SPOTSYLVANIA,INC. (2) VA
FASHION BUG OF SPRINGFIELD PLAZA,INC. MA
FASHION BUG OF SPRINGFIELD,INC. (2) PA
FASHION BUG OF ST. ALBANS,INC. WV
FASHION BUG OF ST. CLAIR SHORES,INC. MI
FASHION BUG OF STATE COLLEGE,INC. PA
FASHION BUG OF STRATFORD,INC. CT
FASHION BUG OF STROUDSBURG,INC. PA
FASHION BUG OF STRUTHERS,INC. OH
FASHION BUG OF STURGIS,INC. MI
FASHION BUG OF TAYLOR,INC. MI
FASHION BUG OF TECH PLAZA,INC. MI
FASHION BUG OF THE MARKET PLACE,INC. (2) TN
FASHION BUG OF THORNDALE,INC. PA
FASHION BUG OF TIFFIN,INC. (2) OH
FASHION BUG OF TOMS RIVER,INC. NJ
FASHION BUG OF TOPSHAM,INC. (2) ME
FASHION BUG OF TOTOWA,INC. NJ
FASHION BUG OF TOWN & COUNTRY,INC. (2) OH
FASHION BUG OF TROY,INC. NY
FASHION BUG OF TRUMBULL PLAZA,INC. OH
FASHION BUG OF TUNKHANNOCK,INC. PA
FASHION BUG OF UNION,INC. NJ
FASHION BUG OF UNIONTOWN,INC. PA
FASHION BUG OF UNIVERSITY MALL,INC. OH
FASHION BUG OF UNIVERSITY PLAZA,INC. TN
FASHION BUG OF VALLEY PLAZA, INC. PA
FASHION BUG OF VAN BUREN,INC. OH
FASHION BUG OF VINELAND,INC. NJ
FASHION BUG OF VIRGINIA BEACH,INC. VA
FASHION BUG OF WALNUTPORT,INC. PA
FASHION BUG OF WARREN PLAZA,INC. OH
FASHION BUG OF WARREN,INC. PA
FASHION BUG OF WARRENTON,INC. VA
FASHION BUG OF WARSAW,INC. IN
FASHION BUG OF WATERBURY, INC. CT
FASHION BUG OF WAUKEGAN,INC. IL
FASHION BUG OF WAYNESBURG,INC. PA
FASHION BUG OF WEBSTER,INC. MA
FASHION BUG OF WEIRTON,INC. WV
FASHION BUG OF WEST FRANKFORT,INC. IL
FASHION BUG OF WEST MANCHESTER,INC. PA
FASHION BUG OF WEST MIFFLIN,INC. PA
FASHION BUG OF WEST SPRINGFIELD,INC. (2) MA
FASHION BUG OF WEST TOWN ,INC. (1) (2) PA
FASHION BUG OF WHARTON SQUARE,INC. PA
FASHION BUG OF WHITMAN PLAZA,INC. PA
FASHION BUG OF WILKES BARRE,INC. PA
FASHION BUG OF WILLIAMSON,INC. KY
FASHION BUG OF WILLIAMSPORT,INC. PA
FASHION BUG OF WILLIAMSTOWN,INC. NJ
FASHION BUG OF WILMINGTON,INC. MA
FASHION BUG OF WISCONSIN RAPIDS,INC. WI
FASHION BUG OF WOODBRIDGE,INC. NJ
FASHION BUG OF WOODLYN,INC. PA
FASHION BUG OF XENIA,INC. (2) OH
FASHION BUG OF YOUNGSTOWN,INC. OH
FASHION BUG OF ZANESVILLE,INC. OH
FASHION BUG PLUS #8005,INC. (2) NJ
FASHION BUG PLUS #8006,INC. (2) NJ
FASHION BUG PLUS #8008,INC. (2) PA
FASHION BUG PLUS #8009,INC. (2) ME
FASHION BUG PLUS #8010 OF ROCKY POINT,INC. NY
FASHION BUG PLUS #8013,INC. (2) IN
FASHION BUG PLUS #8014,INC. PA
FASHION BUG PLUS #8016,INC. (2) MN
FASHION BUG PLUS #8017 OF RIVERHEAD,INC. (2) NY
FASHION BUG PLUS #8019,INC. PA
FASHION BUG PLUS #8023,INC. VA
FASHION BUG PLUS #8024,INC. (2) NJ
FASHION BUG PLUS #8025,INC. (2) IA
FASHION BUG PLUS #8027,INC. (1) (2) OH
FASHION BUG PLUS #8028,INC. (2) CT
FASHION BUG PLUS #8030,INC. (2) MD
FASHION BUG PLUS #8031,INC. (2) MI
FASHION BUG PLUS #8032,INC. (2) PA
FASHION BUG PLUS #8034,INC. PA
FASHION BUG PLUS #8036,INC. (1) (2) NJ
FASHION BUG PLUS #8038,INC. (2) MD
FASHION BUG PLUS #8039,INC. (1) (2) OH
FASHION BUG PLUS #8040,INC. PA
FASHION BUG PLUS #8041,INC. CA
FASHION BUG PLUS #8042,INC. (1) (2) MA
FASHION BUG PLUS #8043,INC. NJ
FASHION BUG PLUS #811,INC. MI
FASHION BUG PLUS #818 OF AUBURN,INC. (2) NY
FASHION BUG PLUS #881,INC. (2) MI
FASHION BUG PLUS #904,INC. FL
FASHION BUG PLUS #932,INC. KY
FASHION BUG PLUS #950,INC. (2) MN
FASHION BUG PLUS #955 OF FLUSHING,INC. (1) (2) NY
FASHION BUG PLUS #957,INC. (2) PA
FASHION BUG PLUS #958,INC. (2) SD
FASHION BUG PLUS #960,INC. (2) IA
FASHION BUG PLUS #961,INC. (1) (2) IN
FASHION BUG PLUS #962,INC. (2) WV
FASHION BUG PLUS #963,INC. (2) MI
FASHION BUG PLUS #964,INC. OH
FASHION BUG PLUS #966,INC. WV
FASHION BUG PLUS #969,INC. (2) MN
FASHION BUG PLUS #970,INC. GA
FASHION BUG PLUS #971,INC. (2) NJ
FASHION BUG PLUS #972,INC. (2) IL
FASHION BUG PLUS #973,INC. (2) WI
FASHION BUG PLUS #975 OF HORSEHEADS,INC. NY
FASHION BUG PLUS #976,INC. (2) WI
FASHION BUG PLUS #977,INC. (2) CT
FASHION BUG PLUS #978,INC. (2) MN
FASHION BUG PLUS #979,INC. MO
FASHION BUG PLUS #980,INC. ME
FASHION BUG PLUS #981,INC. PA
FASHION BUG PLUS #982,INC. (2) KY
FASHION BUG PLUS #983,INC. (2) NJ
FASHION BUG PLUS #984,INC. (2) IA
FASHION BUG PLUS #985,INC. MN
FASHION BUG PLUS #986,INC. (2) SD
FASHION BUG PLUS #987,INC. PA
FASHION BUG PLUS #990,INC. (2) MD
FASHION BUG PLUS #991,INC. IA
FASHION BUG PLUS #993,INC. (1) (2) NJ
FASHION BUG PLUS OF ADRIAN,INC. (2) MI
FASHION BUG PLUS OF AMERICAN MALL,INC. (2) OH
FASHION BUG PLUS OF APPLETON,INC. WI
FASHION BUG PLUS OF BALTIMORE,INC. MD
FASHION BUG PLUS OF BEAVER VALLEY,INC. (2) PA
FASHION BUG PLUS OF BELOIT,INC. WI
FASHION BUG PLUS OF BRICKTOWN,INC. (2) NJ
FASHION BUG PLUS OF CAPITAL HEIGHTS,INC. (2) MD
FASHION BUG PLUS OF CAPITAL PLAZA,INC. (2) MD
FASHION BUG PLUS OF CHAMPAIGN,INC. (2) IL
FASHION BUG PLUS OF CHARLESTON,INC. (2) WV
FASHION BUG PLUS OF CLEVELAND HEIGHTS,INC. (2) OH
FASHION BUG PLUS OF COCOA,INC. (2) FL
FASHION BUG PLUS OF COLLEGE PLAZA,INC. (2) OH
FASHION BUG PLUS OF DEFIANCE,INC. (2) OH
FASHION BUG PLUS OF DERBY,INC. (2) CT
FASHION BUG PLUS OF DETROIT,INC. (1) (2) MI
FASHION BUG PLUS OF DUBOIS,INC. PA
FASHION BUG PLUS OF ERIE,INC. PA
FASHION BUG PLUS OF ESSEXVILLE,INC. MI
FASHION BUG PLUS OF FLINT,INC. MI
FASHION BUG PLUS OF FORESTVILLE,INC. (2) MD
FASHION BUG PLUS OF FORT WAYNE,INC. (2) IN
FASHION BUG PLUS OF FREDERICK,INC. MD
FASHION BUG PLUS OF GREENFIELD,INC. (2) WI
FASHION BUG PLUS OF HADLEY,INC. MA
FASHION BUG PLUS OF HAGERSTOWN,INC. (2) MD
FASHION BUG PLUS OF HARRISBURG,INC. (2) PA
FASHION BUG PLUS OF HARVARD SQUARE,INC. MI
FASHION BUG PLUS OF HICKORY POINT,INC. (2) IL
FASHION BUG PLUS OF HIGHLAND RIDGE,INC. (2) OH
FASHION BUG PLUS OF HUNTINGTON,INC. (2) NY
FASHION BUG PLUS OF HUTCHINSON,INC. (2) MN
FASHION BUG PLUS OF HYATTSVILLE,INC. MD
FASHION BUG PLUS OF JANESVILLE,INC. (2) WI
FASHION BUG PLUS OF LANCASTER PLAZA,INC. PA
FASHION BUG PLUS OF LAWNSIDE,INC. NJ
FASHION BUG PLUS OF LINCOLN MALL,INC. (2) RI
FASHION BUG PLUS OF LIVONIA MALL,INC. (2) MI
FASHION BUG PLUS OF MANITOWOC,INC. (2) WI
FASHION BUG PLUS OF MARION,INC. (2) OH
FASHION BUG PLUS OF MARTIN PLAZA,INC. (2) MD
FASHION BUG PLUS OF MELROSE PARK,INC. IL
FASHION BUG PLUS OF MEMPHIS,INC. (2) TN
FASHION BUG PLUS OF MONROEVILLE,INC. (2) PA
FASHION BUG PLUS OF MT. GREENWOOD,INC. IL
FASHION BUG PLUS OF MUNCIE,INC. (2) IN
FASHION BUG PLUS OF NEW BEDFORD,INC. (2) MA
FASHION BUG PLUS OF NORTH FT MYERS,INC. FL
FASHION BUG PLUS OF NORTHWEST PLAZA,INC. (2) OH
FASHION BUG PLUS OF ORLANDO,INC. (2) FL
FASHION BUG PLUS OF OWENSBORO,INC. (2) KY
FASHION BUG PLUS OF PEKIN,INC, IL
FASHION BUG PLUS OF PERU,INC. (2) IL
FASHION BUG PLUS OF PONTIAC,INC. (2) MI
FASHION BUG PLUS OF RAINBOW CENTRE,INC. (2) NY
FASHION BUG PLUS OF RANDOLPH,INC. (2) MA
FASHION BUG PLUS OF ROSEVILLE,INC. (2) MI
FASHION BUG PLUS OF SANDUSKY,INC. (2) OH
FASHION BUG PLUS OF SHARON HILL,INC. PA
FASHION BUG PLUS OF SHEBOYGAN,INC. WI
FASHION BUG PLUS OF SOUTH ATTLEBORO,INC. (2) MA
FASHION BUG PLUS OF SOUTH MALL,INC. (2) PA
FASHION BUG PLUS OF SOUTHINGTON,INC. (2) CT
FASHION BUG PLUS OF SPRINGFIELD,INC. (2) MA
FASHION BUG PLUS OF ST AUGUSTINE,INC. (2) FL
FASHION BUG PLUS OF ST CLAIRSVILLE,INC. (2) OH
FASHION BUG PLUS OF TURFLAND MALL,INC. KY
FASHION BUG PLUS OF VILLAGE MALL,INC. (2) MA
FASHION BUG PLUS OF WALLKILL,INC. NY
FASHION BUG PLUS OF WASHINGTON,INC. (1) (2) DC
FASHION BUG PLUS OF WESTWOOD PLAZA,INC. (2) PA
FASHION BUG PLUS OF WHITEHAVEN,INC. TN
FASHION BUG PLUS OF WORCESTER,INC. (2) MA
FASHION BUG PLUS OF YOUNGSTOWN,INC. (2) OH
FASHION SERVICE CORP (2) DE
FASHION SERVICE FULFILLMENT CORPORATION (2) DE
FASHION VALUE OUTLET OF CAMPHILL,INC. (2) PA
FB APPAREL (2) IN
FB CLOTHING, INC. (2) IN
FB DISTRO, INC. (2) IN
FESTUS #2733 DEVELOPMENT CO.,INC. MO
FESTUS DEVELOPMENT CO.,INC. (1) (2) MO
FSC SERVICE CORP. (2) PA
FSHC, INC. (2) DE
I.E. WAREHOUSE #4001,INC. (2) NJ
I.E. WAREHOUSE #4002,INC. (2) CT
I.E. WAREHOUSE #4004,INC. (2) NJ
I.E. WAREHOUSE #4005,INC. (2) MA
I.E. WAREHOUSE #4006,INC. (2) PA
I.E. WAREHOUSE #4007,INC. (2) PA
I.E. WAREHOUSE #4008,INC. (2) NJ
I.E. WAREHOUSE #4009,INC. (2) RI
I.E. WAREHOUSE #4010,INC. (2) MA
I.E. WAREHOUSE #4011,INC. (2) NH
I.E. WAREHOUSE #4012,INC. (2) NY
I.E. WAREHOUSE #4013,INC. (2) NJ
INTERNATIONAL APPAREL, INC. (2) PA
J.M. BALTER CO (2) PA
J.P.A. CLOTHING COMPANY (2) GA
J.P.A. SERVICE CO. (2) GA
J.P.A. SERVICE CO. (2) PA
KAFCO DEVELOPMENT CO., INC. (2) PA
KIRKSTONE LTD (2) HONG KONG
MACOMB #2619 DEVELOPMENT CO., INC. IL
ORLE (2) DE
PRESQUE ISLE #2756 DEVELOPMENT CO.,INC. (2) ME
PRICE APPEAL #5001 OF STATEN ISLAND,INC. (2) NY
PRICE APPEAL #5002,INC. (2) PA
PRICE APPEAL #5003,INC. (2) DE
PRICE APPEAL #5004,INC. (2) NJ
PRICE APPEAL #5005,INC. (2) MD
PRICE APPEAL #5009,INC. (2) VA
PRICE APPEAL #5013,INC. (2) PA
PRICE APPEAL #5014,INC. (2) CT
PRICE APPEAL #5015,INC. (2) NJ
PRICE APPEAL #5020,INC. (2) OH
PRICE APPEAL #5024,INC. (2) NJ
PRICE APPEAL #5044,INC. (2) MD
PRICE APPEAL #5045,INC. (2) OH
PRICE APPEAL #5050,INC. (2) MI
PRICE APPEAL #5059,INC. (2) OH
PRICE APPEAL #5060,INC. (2) MI
P'ZAZZ FASHIONS OF BARBOURSVILLE,INC. (2) WV
P'ZAZZ FASHIONS OF HAGERSTOWN,INC. (2) MD
P'ZAZZ FASHIONS OF KALAMAZOO,INC. (2) MI
P'ZAZZ FASHIONS OF OZONE,INC. (2) NY
P'ZAZZ FASHIONS OF UNIONTOWN,INC. (2) PA
ROLLA #2685 DEVELOPMENT CO.,INC. MO
ROLLA DEVELOPMENT CO.,INC. (2) MO
S A FUNDING, INC. (2) DE
SALINA #2926 DEVELOPMENT CO.,INC. (2) KS
SAN ANGELO #2973 DEVELOPMENT CO.,INC. (2) TX
SENTANI TRADING LTD. (2) HONG KONG
SIKESTON #2736 DEVELOPMENT CO.,INC. MO
SPECIALTY FIXTURES, INC. (2) DE
SPIRIT OF AMERICA NATIONAL BANK (2) PA
VICTORIA #2972 DEVELOPMENT CO.,INC. (2) TX
W.L. DISTRIBUTORS, INC. (2) PA
WINKS LANE, INC. (2) PA
YARDARM TRADING LTD. (2) HONG KONG
YUCCA #2524 DEVELOPMENT CO.,INC. CA
</TABLE>
- --------------------
[FN]
(1) These companies are not included in the consolidated financial
statements for the fiscal year ended January 30, 1999, as they had not
then commenced operations and the original capitalization was not then
paid in.
(2) These companies do not currently operate stores.
</FN>
EXHIBIT 23
Consent Of Independent Auditors
We consent to the incorporation by reference in the Registration Statements
No. 333-43117, 333-22323, 33-56145, 33-56147, 33-39558, and 2-92975 on Form
S-8 of Charming Shoppes, Inc., of our report dated March 9, 1999, with
respect to the consolidated financial statements of Charming Shoppes, Inc.
included in this Annual Report (Form 10-K) for the year ended January 30,
1999.
ERNST & YOUNG, LLP
Philadelphia, Pennsylvania
April 27, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-30-1999
<PERIOD-END> JAN-30-1999
<CASH> 43,789
<SECURITIES> 100,743
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 171,327
<CURRENT-ASSETS> 361,540
<PP&E> 391,152
<DEPRECIATION> 236,569
<TOTAL-ASSETS> 684,649
<CURRENT-LIABILITIES> 169,266
<BONDS> 119,475
0
0
<COMMON> 10,683
<OTHER-SE> 372,889
<TOTAL-LIABILITY-AND-EQUITY> 684,649
<SALES> 1,035,160
<TOTAL-REVENUES> 1,035,160
<CGS> 771,107
<TOTAL-COSTS> 771,107
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,052
<INCOME-PRETAX> (30,989)
<INCOME-TAX> (10,854)
<INCOME-CONTINUING> (20,135)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (20,135)
<EPS-PRIMARY> (0.20)
<EPS-DILUTED> (0.20)
</TABLE>
