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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 7, 2000
CHARMING SHOPPES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 0-7258 23-1721355
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
450 Winks Lane
Bensalem, Pennsylvania 19020
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(Address of Principal Executive Offices) (Zip Code)
(215) 245-9100
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2 and ITEM 5. Acquisition or Disposition of Assets; Other Events.
On January 7, 2000, Charming Shoppes, Inc., a Pennsylvania corporation
("Charming"), and Rose Merger Sub, Inc., a Tennessee corporation and a
wholly-owned subsidiary of Charming ("Merger Sub"), filed a Final Amendment to
the Tender Offer Statement on Schedule 14D-1 originally filed on November
19,1999 to report the expiration of Merger Sub's offer (the "Offer") to
purchase all outstanding shares ("Shares") of common stock of Catherines Stores
Corporation, a Tennessee corporation ("Catherines"), at $21.00 per Share, net
to the seller in cash, and to report that approximately 98% of outstanding
Shares were tendered in the Offer.
Pursuant to the Agreement and Plan of Merger dated as of November 15, 1999
among Charming, Catherines and Merger Sub, effective January 7, 2000, Merger
Sub was merged with and into Catherines. As a result of the merger, each Share
outstanding at the effective time of the merger was converted into the right to
receive $21.00 in cash.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The Consolidated Financial Statements of Catherines Stores
Corporation and its subsidiaries for the fiscal years ended January
30, 1999 and January 31, 1998, together with the Notes thereto are
incorporated herein by reference to the Annual Report on Form 10-K
for the fiscal year ended January 30,1999 of Catherines Stores
Corporation (Commission File No. 000-19372).
The Consolidated Financial Statements of Catherines Stores
Corporation and its subsidiaries for the quarterly periods ended
October 30,1999 and October 31, 1998, together with the Notes thereto
are incorporated herein by reference to the Quarterly Report on Form
10-Q for the fiscal quarter ended October 30,1999 of Catherines
Stores Corporation (Commission File No. 000-19372).
(b) Pro Forma Financial Information.
To be filed by amendment to this Current Report on Form 8-K not later
than March 22, 2000.
(c) Exhibits.
Exhibit 23.1 Consent of Arthur Andersen LLP.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHARMING SHOPPES, INC.
Dated: January 21, 2000 By: /s/ Eric M. Specter
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Name: Eric M. Specter
Title: Executive Vice President
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INDEX TO EXHIBITS
Exhibit No. Description
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Exhibit 23.1 Consent of Arthur Andersen LLP.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference into the Current Report on Form 8-K of Charming Shoppes, Inc. of
our report dated March 8, 1999, with respect to the consolidated financial
statements of Catherines Stores Corporation incorporated by reference in its
Annual Report on Form 10-K for the years ended January 30, 1999 and January 31,
1998. It should be noted that we have not audited any financial statements of
Catherines Stores Corporation subsequent to January 30, 1999 or performed any
audit procedures subsequent to the date of our report.
/s/ ARTHUR ANDERSEN LLP
Memphis, Tennessee
January 20, 2000
