sc13da407148002_05122008.htm

0000921895-08-001394.txt : 20080512 0000921895-08-001394.hdr.sgml : 20080512 20080512171425 ACCESSION NUMBER: 0000921895-08-001394 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080512 DATE AS OF CHANGE: 20080512 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHARMING SHOPPES INC CENTRAL INDEX KEY: 0000019353 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 231721355 STATE OF INCORPORATION: PA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33215 FILM NUMBER: 08824706 BUSINESS ADDRESS: STREET 1: 450 WINKS LANE CITY: BENSALEM STATE: PA ZIP: 19020 BUSINESS PHONE: 2152459100 MAIL ADDRESS: STREET 1: 450 WINKS LANE CITY: BENSALEM STATE: PA ZIP: 19020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESCENDO PARTNERS II LP CENTRAL INDEX KEY: 0001219602 IRS NUMBER: 134132983 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SC 13D/A 1 sc13da407148002_05122008.htm AMENDMENT NO. 4 TO THE SCHEDULE 13D sc13da407148002_05122008.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)1

Charming Shoppes, Inc.

(Name of Issuer)

Common Stock, $0.10 par value

(Title of Class of Securities)

161133103

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 8, 2008

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 161133103

1	NAME OF REPORTING PERSON CRESCENDO PARTNERS II, L.P., SERIES Q
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 7,354,125
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 7,354,125
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,354,125
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 161133103

1	NAME OF REPORTING PERSON CRESCENDO INVESTMENTS II, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 7,354,125
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 7,354,125
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,354,125
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 161133103

1	NAME OF REPORTING PERSON CRESCENDO PARTNERS III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 378,275
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 378,275
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 378,275
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 161133103

1	NAME OF REPORTING PERSON CRESCENDO INVESTMENTS III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 378,275
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 378,275
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 378,275
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 161133103

1	NAME OF REPORTING PERSON ERIC ROSENFELD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 7,732,400
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 7,732,400
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,732,400
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 161133103

1	NAME OF REPORTING PERSON MYCA PARTNERS, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,570,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,570,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,570,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 161133103

1	NAME OF REPORTING PERSON MYCA MASTER FUND, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,570,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,570,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,570,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 161133103

1	NAME OF REPORTING PERSON ARNAUD AJDLER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Belgium
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 15,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 15,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 161133103

1	NAME OF REPORTING PERSON MICHAEL APPEL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 10,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 10,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 161133103

1	NAME OF REPORTING PERSON ROBERT FRANKFURT
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,570,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,570,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,570,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 161133103

1	NAME OF REPORTING PERSON THE CHARMING SHOPPES FULL VALUE COMMITTEE
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION N/A
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 9,327,400
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 9,327,400
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,327,400
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 161133103

The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 4 amends the Schedule 13D as specifically set forth.

Item 2 is hereby amended to add the following:

In connection with the Settlement Agreement described and defined in Item 4, Crescendo Partners II has withdrawn its nominations of Messrs. Ajdler, Frankfurt and Appel for election to the Board of Directors of the Issuer (the “Board”) at the Issuer’s 2008 annual meeting of stockholders (the “2008 Annual Meeting”). Pursuant to the Settlement Agreement, the Issuer agreed to nominate Messrs. Ajdler and Appel to serve as directors of the Board. With the execution of the Settlement Agreement the Committee will cease to exist upon the filing of this Amendment No. 4 to the Schedule 13D. Accordingly, the Committee, Myca Master Fund, Myca Partners and Messrs. Appel and Frankfurt are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 4 to the Schedule 13D. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 7,732,400 Shares owned in the aggregate by Crescendo Partners II and Crescendo Partners III is approximately $40,613,879, including brokerage commissions. The Shares owned by Crescendo Partners II and Crescendo Partners III were acquired with partnership funds.

The aggregate purchase price of the 1,360,900 Shares (excluding 209,100 Shares underlying short put options) owned by Myca Master Fund is approximately $11,150,534, including brokerage commissions. The Shares owned by Myca Master Fund were acquired with its working capital.

The aggregate purchase price of the 15,000 Shares owned directly by Mr. Ajdler is approximately $63,518, including brokerage commissions. The Shares owned directly by Mr. Ajdler were acquired with personal funds.

The aggregate purchase price of the 10,000 Shares beneficially owned by Mr. Appel is approximately $46,067, including brokerage commissions. The Shares owned directly by Mr. Appel were acquired with personal funds.

Item 4 is hereby amended to add the following:

On May 8, 2008, the Issuer on the one hand and Crescendo Partners II, Crescendo Investments II, Crescendo Partners III, Crescendo Investments III, Myca Master Fund, Myca Partners, Messrs. Rosenfeld, Frankfurt, Ajdler and Appel on the other hand (the foregoing entities and individuals collectively, the “Committee” and each individually, a “Member”) entered into a settlement agreement (the “Settlement Agreement”), a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Pursuant to the terms of the Settlement Agreement, among other things, the Issuer agreed to: (i) increase the size of the Board from eight to eleven members effective as of the 2008 Annual Meeting, (ii) nominate and recommend for election as Class C directors, with terms scheduled to end in 2011, Dorrit J. Bern, Alan Rosskamm and Messrs. Appel and Ajdler (Messrs. Appel and

Ajdler each, a “Committee Nominee”), (iii) nominate and recommend for election as Class B directors, with terms scheduled to end in 2010, Michael Goldstein and Richard W. Bennett III, (iv) submit, recommend and actively solicit proxies in favor of a proposal at the 2008 Annual Meeting for the declassification of the Board, (v) prepare the Issuer’s proxy statement and proxy cards for the 2008 Annual Meeting, and all other solicitation materials to be delivered to shareholders in connection with the 2008 Annual Meeting, in accordance with the Settlement Agreement, (vi) cause, at the first meeting of the Board following the 2008 Annual Meeting, at least one Committee Nominee selected by the Issuer, to be a member of each committee of the Board and each committee of the Board which is created after the date of the Settlement Agreement, (vii) promptly after the execution of the Settlement Agreement stipulate to the voluntary dismissal with prejudice and without costs the action entitled Charming Shoppes v. Crescendo Partners II, L.P., et al., and (viii) adjourn the 2008 Annual Meeting until June 26, 2008.

Pursuant to the terms of the Settlement Agreement, among other things, the Committee agreed to: (i) together with its Affiliates (as defined in the Settlement Agreement), (a) cause all shares of Common Stock for which they have the right to vote as of the record date for the 2008 Annual Meeting to be present for, and voted at, the 2008 Annual Meeting, (b) vote in favor of each director nominated and recommended by the Board for election at the 2008 Annual Meeting, (c) vote in favor of the Declassification Proposal (as defined in the Settlement Agreement) and each other matter recommended by the Board at the 2008 Annual Meeting, and (d) vote against any shareholder nominations for director which are not approved and recommended by the Board for election at the 2008 Annual Meeting, (ii) irrevocably withdraw any nominations to the Board made prior to the date of the Settlement Agreement, (iii) terminate the pending proxy contest with respect to the election of directors at the 2008 Annual Meeting, (iv) provide to the Issuer all information relating to the Committee Nominees to the extent required under applicable law to be included in the Issuer’s proxy statement for the 2008 Annual Meeting and any other solicitation materials to be delivered to shareholders in connection with the 2008 Annual Meeting, (v) file this Amendment No. 4 to the Schedule 13D disclosing the material contents of the Settlement Agreement within two business days of the execution of the Settlement Agreement, and (vi) promptly after the execution of the Settlement Agreement stipulate to the voluntary dismissal with prejudice and without costs the action entitled Charming Shoppes v. Crescendo Partners II, L.P., et al.

The Issuer agreed to reimburse the Committee for up to $1,000,000 of its out-of-pocket expenses incurred in connection with the proxy solicitation and the litigation.

Item 5(a) is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 113,263,136 Shares outstanding, which is the total number of Shares reported to be outstanding as of March 28, 2008, in the Issuer’s definitive proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 4, 2008.

As of the date hereof, Crescendo Partners II beneficially owns 7,354,125 Shares, constituting approximately 6.5% of the Shares outstanding. As the general partner of Crescendo Partners II, Crescendo Investments II is deemed to beneficially own the 7,354,125 Shares owned by Crescendo Partners II, constituting approximately 6.5% of the Shares outstanding. As the managing member of Crescendo Investments II, which in turn is the general partner of Crescendo Partners II, Mr. Rosenfeld is deemed to beneficially own the 7,354,125 Shares owned by Crescendo Partners II, constituting approximately 6.5% of the Shares outstanding. Mr. Rosenfeld has sole voting and dispositive power with respect to the 7,354,125 Shares owned by Crescendo Partners II by virtue of his authority to vote and dispose of such Shares. Crescendo Investments II and Mr. Rosenfeld disclaim beneficial ownership of the Shares held by Crescendo Partners II, except to the extent of their pecuniary interest therein.

As of the date hereof, Crescendo Partners III beneficially owns 378,275 Shares, constituting less than one percent of the Shares outstanding. As the general partner of Crescendo Partners III, Crescendo Investments III is deemed to beneficially own the 378,275 Shares owned by Crescendo Partners II, constituting less than one percent of the Shares outstanding. As the managing member of Crescendo Investments III, the general partner of Crescendo Partners III, Mr. Rosenfeld is deemed to beneficially own the 378,275 Shares owned by Crescendo Partners III, constituting less than one percent of the Shares outstanding. Mr. Rosenfeld has sole voting and dispositive power with respect to the 378,275 Shares owned by Crescendo Partners III by virtue of his authority to vote and dispose of such Shares. Crescendo Investments III and Mr. Rosenfeld disclaim beneficial ownership of the Shares held by Crescendo Partners III, except to the extent of their pecuniary interest therein.

Each of Crescendo Partners II, Crescendo Investments II, Crescendo Partners III, Crescendo Investments III and Mr. Rosenfeld, as members of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, is deemed to beneficially own the 1,595,000 Shares beneficially owned in the aggregate by the other members of the Committee. Each of Crescendo Partners II, Crescendo Investments II, Crescendo Partners III, Crescendo Investments III and Mr. Rosenfeld disclaims beneficial ownership of the Shares owned by the other members of the Committee.

As of the date hereof, Myca Master Fund beneficially owns 1,570,000 Shares, constituting approximately 1.4% of the Shares outstanding. Myca Partners, as the investment manager of Myca Master Fund, is deemed to beneficially own the 1,570,000 Shares owned by Myca Master Fund, constituting approximately 1.4% of the Shares outstanding. Each of Myca Master Fund and Myca Partners, as members of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, is deemed to beneficially own the 7,757,400 Shares owned in the aggregate by the other members of the Committee. Each of Myca Master Fund and Myca Partners disclaims beneficial ownership of the Shares owned by the other members of the Committee.

As of the date hereof, Mr. Frankfurt, as the President of Myca Partners, the investment manager of Myca Master Fund, is deemed to beneficially own the 1,570,000 Shares beneficially owned by Myca Master Fund, constituting approximately 1.4% of the Shares outstanding. Mr. Frankfurt, as a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, is deemed to beneficially own the 7,757,400 Shares owned in the aggregate by the other members of the Committee. Mr. Frankfurt disclaims beneficial ownership of the Shares owned by the other members of the Committee.

As of the date hereof, Mr. Ajdler beneficially owns 15,000 Shares, constituting less than one percent of the Shares outstanding. Mr. Ajdler, as a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, is deemed to beneficially own the 9,312,400 Shares owned in the aggregate by the other members of the Committee. Mr. Ajdler disclaims beneficial ownership of the Shares owned by the other members of the Committee, except to the extent of his pecuniary interest therein.

As of the date hereof, Mr. Appel beneficially owns 10,000 Shares, constituting less than one percent of the Shares outstanding. 6,000 of such Shares are held in Mr. Appel’s Rollover IRA account. Mr. Appel, as a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, is deemed to beneficially own the 9,317,400 Shares owned in the aggregate by the other members of the Committee. Mr. Appel disclaims beneficial ownership of the Shares owned by the other members of the Committee.

As of the date hereof, the Committee, as an artificial entity created in connection with the proxy solicitation for the 2008 Annual Meeting, is deemed to beneficially own the 9,327,400 Shares owned in the aggregate by its constituent members, constituting approximately 8.2% of the Shares outstanding. The Committee disclaims beneficial ownership of such Shares.

Item 5(c) is hereby amended to add the following:

Schedule A annexed hereto lists all transactions in the Shares by the Reporting Persons since the filing of Amendment No. 3 to the Schedule 13D. All of such transactions were effected in the open market.

Item 6 is hereby amended to add the following:

On May 8, 2008, Crescendo Partners II, Crescendo Investments II, Crescendo Partners III, Crescendo Investments III, Myca Master Fund, Myca Partners, Messrs. Rosenfeld, Frankfurt, Ajdler and Appel and the Issuer entered into a Settlement Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

On May 12, 2008, Crescendo Partners II, Crescendo Investments II, Crescendo Partners III, Crescendo Investments III, Messrs. Rosenfeld and Ajdler (collectively, the “Group”) entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 4 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibits:

Exhibit 99.1

Settlement Agreement, dated May 8, 2008.

Exhibit 99.2

Joint Filing Agreement by and among Crescendo Partners II, L.P., Series Q, Crescendo Investments II, LLC, Crescendo Partners III, L.P., Crescendo Investments III, LLC, Eric Rosenfeld and Arnaud Ajdler, dated May 12, 2008.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 12, 2008	CRESCENDO PARTNERS II, L.P., SERIES Q
	By:	Crescendo Investments II, LLC
		General Partner

	By:	/s/ Eric Rosenfeld
		Name:	Eric Rosenfeld
		Title:	Managing Member

CRESCENDO INVESTMENTS II, LLC

By:	/s/ Eric Rosenfeld
	Name:	Eric Rosenfeld
	Title:	Managing Member

CRESCENDO PARTNERS III, L.P.

By:	Crescendo Investments III, LLC
	General Partner

By:	/s/ Eric Rosenfeld
	Name:	Eric Rosenfeld
	Title:	Managing Member

CRESCENDO INVESTMENTS III, LLC

By:	/s/ Eric Rosenfeld
	Name:	Eric Rosenfeld
	Title:	Managing Member

	/s/ Eric Rosenfeld
	ERIC ROSENFELD

	MYCA MASTER FUND, LTD.

	By:	Myca Partners, Inc. its Investment Manager

	By:	/s/ Robert Frankfurt
		Robert Frankfurt President

	MYCA PARTNERS, INC.

	By:	/s/ Robert Frankfurt
		Robert Frankfurt President

	/s/ Robert Frankfurt
	ROBERT FRANFURT

	/s/ Arnaud Ajdler
	ARNAUD AJDLER

	/s/ Michael Appel
	MICHAEL APPEL

SCHEDULE A

Transactions in the Shares Since Filing Amendment No. 3 to the Schedule 13D

Shares of Common Stock

Purchased

Price Per

Share($U.S.)

Date of

Purchase

CRESCENDO PARTNERS II, L.P., SERIES Q

None

CRESCENDO INVESTMENTS II, LLC

None

CRESCENDO PARTNERS III, L.P.

None

CRESCENDO INVESTMENTS III, LLC

None

ERIC ROSENFELD

None

MYCA MASTER FUND, LTD.

46,595

4.3394

04/22/2008

MYCA PARTNERS INC.

None

ROBERT FRANKFURT

None

ARNAUD AJDLER

None

MICHAEL APPEL

None

EX-99.1 2 ex991to13da407148002_051208.htm SETTLEMENT AGREEMENT, DATED MAY 8, 2008 ex991to13da407148002_051208.htm

Exhibit 99.1

SETTLEMENT AGREEMENT

This Settlement Agreement, dated as of May 8, 2008 (the “Agreement”), is by and among Charming Shoppes, Inc., a Pennsylvania corporation (the “Company”), and the other parties signatory hereto (collectively, the “Committee,” and individually, a “member of the Committee”).

WHEREAS, the Committee beneficially owns (as defined below) shares of Common Stock, $0.10 par value, of the Company (the “Common Stock”) as specified on Schedule A of this Agreement (the “Shares”);

WHEREAS, prior to the date hereof the Committee (i) delivered a letter (the “Nomination Letter”) to the Company, dated as of January 14, 2008, stating its intention to nominate (the “Committee Nomination”) three individuals for election to the Board of Directors of the Company (the “Board”) by the shareholders of the Company (the “Shareholders”) and (ii) filed a definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”) related to the matters set forth in the Nomination Letter;

WHEREAS, the Company and the Committee have agreed that it is in their mutual interests to enter into this Agreement, which, among other things, terminates the pending proxy contest for the election of directors at the 2008 Annual Meeting (as defined below);

WHEREAS, the Company has agreed that the size of the Board will be increased from eight to eleven members as permitted by the Company’s Articles of Incorporation, such increase to be effective as of the 2008 Annual Meeting;

WHEREAS, the Company has agreed that, in connection with the Company’s 2008 Annual Meeting of Shareholders (including any adjournment or postponement thereof in accordance with this Agreement, the “2008 Annual Meeting”), the Board will include in its nominations for election as members of the Board, and recommend that the shareholders vote to elect as directors of the Company, Michael Appel and Arnaud Ajdler (each, a “Committee Nominee”); and

WHEREAS, the Company has agreed to submit a proposal at the 2008 Annual Meeting for the declassification of the Company’s Board.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms. For purposes of this Agreement:

(a) The term “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b) The terms “beneficial owner” and “beneficially own” have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act except that a person will also be deemed to beneficially own and to be the beneficial owner of all shares of capital stock of the Company which such person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional.

(c) The term “Person” will mean any individual, partnership, corporation, group, syndicate, trust, government or agency, or any other organization, entity or enterprise.

Section 1.2 Interpretation. When reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereby” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

ARTICLE II

COVENANTS

Section 2.1 Board of Directors, Annual Meeting and Related Matters.

(a) Board Expansion. As promptly as practicable following the date of this Agreement, the Company shall increase the size of the Board from eight to eleven directors, such increase to be effective as of the date hereafter that the Company’s Proxy Statement and proxy card are first sent to shareholders.

(b) 2008 Annual Meeting. The Company shall adjourn the 2008 Annual Meeting until June 26, 2008 for purposes of the election of directors and the declassification of the Board as contemplated herein.

-2-

(1) nominate each of Michael Appel, Arnaud Ajdler, Dorrit J. Bern and Alan Rosskamm for election as a director of the Company at the 2008 Annual Meeting to serve as Class C directors with terms scheduled to end in 2011;

(2) nominate each of Michael Goldstein and Richard W. Bennet III for election as directors of the Company at the 2008 Annual Meeting to serve as Class B directors with terms schedule to end in 2010; and

(3) cause all proxies received by the Company to be voted in the manner specified by such proxies.

(d) Board Declassification. In accordance with the Company’s Restated Articles of Incorporation, Amended and Restated Bylaws and applicable state law, the Company will submit, recommend and actively solicit proxies in favor of a resolution for approval by its shareholders at the 2008 Annual Meeting to declassify the Company’s Board to provide for the annual election of all directors (the “Declassification Proposal”). The Company will seek to have such Declassification Proposal classified as a “routine matter” under New York Stock Exchange rules. Under such proposal, if approved by the Company’s shareholders, the first of such annual elections would take place at the Company’s 2009 Annual Meeting. The members of the Board will vote all of their shares in favor of the Declassification Proposal.

(e) Proxy Solicitation Materials. The Company and the Board agree that the Company’s Proxy Statement and proxy cards for the 2008 Annual Meeting and all other solicitation materials to be delivered to shareholders in connection with the 2008 Annual Meeting (in each case excepting any materials delivered prior to the date hereof) shall be prepared in accordance with, and in furtherance of, this Agreement. The Company will provide the Committee with copies of any portion of proxy materials or other solicitation materials that contain statements relating to the Committee, the Committee Nominees or this Agreement a reasonable period in advance of filing such materials with the SEC or disseminating the same in order to permit the Committee a reasonable opportunity to review and comment on such materials. The Committee will provide, as promptly as reasonably practicable, all information relating to the Committee Nominees (and other information, if any) to the extent required under applicable law to be included in the Company’s Proxy Statement and any other solicitation materials to be delivered to shareholders in connection with the 2008 Annual Meeting.

(f) Committees. At the first meeting of the Board following the 2008 Annual Meeting, the Company shall cause at least one Committee Nominee, such Committee Nominee to be selected by the Company, to be a member of each committee of the Board and each committee of the Board which is created after the date of this Agreement.

(g) Expenses. Within fifteen business days from the date of this Agreement, the Company shall reimburse the Committee an amount equal to the Committee’s actual out-of-pocket expenses incurred in connection with the Committee Nomination (the Committee shall provide reasonable documentation with respect to such expenses), including the preparation of related filings with the SEC, the fees and disbursements of counsel and other advisors, and expenses incurred in connection with the litigation between the Company and the Committee, up to a maximum reimbursement of $1,000,000, and the Committee hereby agrees that such payment shall be in full satisfaction of any claims or rights it may have as of the date hereof for reimbursement of fees, expenses or costs in connection with the Committee Nomination.

-3-

Section 2.2 Voting Provisions. The Committee, together with its Affiliates, will cause all shares of Common Stock for which they have the right to vote as of the record date for the 2008 Annual Meeting to be present for quorum purposes and to be voted at such meeting or at any adjournments or postponements thereof, (a) in favor of each director nominated and recommended by the Board for election at such meeting, (b) in favor of the Declassification Proposal and each other matter recommended by the Board at such meeting, and (c) against any shareholder nominations for director which are not approved and recommended by the Board for election at such meeting.

Section 2.3 Additional Undertakings by the Committee. By executing this Agreement and in consideration of the agreements contained herein, the Committee hereby irrevocably withdraws its Nomination Letter and any nominations to the Board made prior to the date hereof and agrees to terminate the pending proxy contest with respect to the election of directors at the 2008 Annual Meeting. Within two business days of the date of this Agreement, the Committee shall file, or cause to be filed on its behalf, with the SEC an amendment to its Schedule 13D with respect to the Company disclosing the material contents of this Agreement.

Section 2.4 Publicity. Promptly after the execution of this Agreement, the Company and the Committee will issue a press release in the form attached hereto as Schedule B. Any press release to be issued by the Committee relating to the matter covered by this Agreement shall be provided prior to issuance to the Company for the Company’s review and approval, such approval not to be unreasonably withheld.

Section 2.5 Dismissal of Claims. Promptly after the execution of this Agreement, the Company and the Committee shall stipulate to the voluntary dismissal with prejudice and without costs the action entitled Charming Shoppes v. Crescendo Partners II, L.P., et al., No. 08-CV-1156-AB, pending in the United States District Court for the Eastern District of Pennsylvania, and file with the Court a stipulation of dismissal.

Section 2.6 Mutual Releases. Promptly after the execution of this Agreement, the Company and the Committee shall provide mutual releases in the forms annexed hereto as Schedule C.

-4-

ARTICLE III

OTHER PROVISIONS

Section 3.1 Representations and Warranties.

(a) Representations and Warranties of the Company. The Company hereby represents and warrants that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by it, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, (ii) does not require the approval of the shareholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the Articles of Incorporation of the Company, as amended, or the Bylaws of the Company, as amended, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument.

-5-

(b) Representations and Warranties of the Committee. Each member of the Committee represents and warrants that this Agreement and the performance by each such member of its obligations hereunder (i) has been duly authorized, executed and delivered by such Committee members, and is a valid and binding obligation of such members, enforceable against such members in accordance with its terms, (ii) does not require approval by any owners or holders of any equity interest in such members of the Committee (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of such members of the Committee, as amended, or any provision of any agreement or other instrument to which such members of the Committee or any of their properties or assets are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument. Each member of the Committee hereby further represents and warrants that, as of the date hereof, it is the beneficial owner of such number of shares of Common Stock as are set forth with respect to such member of the Committee on Schedule A of this Agreement.

Section 3.2 Remedies.

(a) Each party hereto hereby acknowledges and agrees, on behalf of itself and its Affiliates, that irreparable harm would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties will be entitled to specific relief hereunder, including an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any state or federal court in New York County in the State of New York, in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond with such remedy are hereby waived.

(b) Each party hereto agrees, on behalf of itself and its Affiliates, that any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby will be brought solely and exclusively in any state or federal court in New York County in the State of New York (and the parties agree not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 3.5 will be effective service of process for any such action, suit or proceeding brought against any party in any such court. Each party, on behalf of itself and its Affiliates, irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the state or federal courts in New York County in the State of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an improper or inconvenient forum.

Section 3.3 Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.

Section 3.4 Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, if (a) given by telecopy, when such telecopy is transmitted to the telecopy number set forth below and the appropriate confirmation is received or (b) if given by any other means, when actually received during normal business hours at the address specified in this subsection:

	if to the Company:

	Charming Shoppes, Inc. 450 Winks Lane Bensalem, Pennsylvania 19020 Facsimile: (215) 604-5615 Attention: General Counsel

	with a copy to:

	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Facsimile: (212) 504-6666 Attention: Dennis J. Block, Esq.

-6-

	if to the Committee:

	Crescendo Partners II, L.P. Series Q 825 Third Avenue, 40th Floor New York, NY 10022 Facsimile: (212) 319-0760 Attention: Eric Rosenfeld

	with a copy to:

	Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP Park Avenue Tower 65 East 55th Street New York, NY 10022 Facsimile: Steve Wolosky, Esq. Attention: (212) 451-2222

Section 3.5 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.

Section 3.6 Further Assurances. Each party agrees to take or cause to be taken such further actions, and to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and to obtain such consents, as may be reasonably required or requested by the other party in order to effectuate fully the purposes, terms and conditions of this Agreement.

Section 3.7 No Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and nothing in this Agreement is intended to confer on any person other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 3.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of Page Left Blank Intentionally]

-7-

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.

CHARMING SHOPPES, INC.

By:	/s/ Dorrit J. Bern
	Name:	Dorrit J. Bern
	Title:	President and Chief Executive Officer

CRESCENDO PARTNERS II, L.P., SERIES Q
By:	Crescendo Investments II, LLC General Partner

By:	/s/ Eric Rosenfeld
	Name:	Eric Rosenfeld
	Title:	Managing Member

CRESCENDO INVESTMENTS II, LLC

By:	/s/ Eric Rosenfeld
	Name:	Eric Rosenfeld
	Title:	Managing Member

CRESCENDO PARTNERS III, L.P.
By:	Crescendo Investments III, LLC General Partner

By:	/s/ Eric Rosenfeld
	Name:	Eric Rosenfeld
	Title:	Managing Member

CRESCENDO INVESTMENTS III, LLC

By:	/s/ Eric Rosenfeld
	Name:	Eric Rosenfeld
	Title:	Managing Member

	/s/ Eric Rosenfeld
	ERIC ROSENFELD

MYCA MASTER FUND, LTD.
By:	Myca Partners, Inc. Investment Manager

By:	/s/ Robert Frankfurt
	Name:	Eric Rosenfeld
	Title:	President

MYCA PARTNERS, INC.

By:	/s/ Robert Frankfurt
	Name:	Robert Frankfurt
	Title:	President

	/s/ Robert Frankfurt
	ROBERT FRANKFURT

	/s/ Arnaud Ajdler
	ARNAUD AJDLER

	/s/ Michael Appel
	MICHAEL APPEL

-2-

SCHEDULE A

As of May 8, 2008, the Committee together with its Affiliates collectively beneficially own an aggregate of 9,327,400 share of Common Stock. The beneficial ownership of each member of the Committee is as follows:

1. Crescendo Partners II beneficially owns 7,354,125 shares of common stock;

2. As the general partner of Crescendo Partners II, Crescendo Investments II is deemed to beneficially own the 7,354,125 shares of common stock owned by Crescendo Partners II;

3. As the managing member of Crescendo Investments II, which in turn is the general partner of Crescendo Partners II, Mr. Rosenfeld is deemed to beneficially own the 7,354,125 shares of common stock owned by Crescendo Partners II;

4. Crescendo Partners III beneficially owns 378,275 shares of common stock;

5. As the general partner of Crescendo Partners III, Crescendo Investments III is deemed to beneficially own the 378,275 shares of common stock owned by Crescendo Partners III;

6. As the managing member of Crescendo Investments III, the general partner of Crescendo Partners III, Mr. Rosenfeld is deemed to beneficially own the 378,275 shares of common stock owned by Crescendo Partners III;

7. Myca Master Fund beneficially owns 1,570,000 shares of common stock;

8. Myca Partners, as the investment manager of Myca Master Fund, is deemed to beneficially own the 1,570,000 shares of common stock owned by Myca Master Fund;

9. Robert Frankfurt, as the President of Myca Partners, the investment manager of Myca Master Fund, is deemed to beneficially own the 1,570,000 shares of common stock beneficially owned by Myca Master Fund;

10. Arnaud Ajdler beneficially owns 15,000 shares of common stock; and

11. Michael Appel beneficially owns 10,000 shares of common stock.

Sched. A-1

SCHEDULE B

[Form of Press Release]

[TO COME]

Sched. B-1

SCHEDULE C

CHARMING SHOPPES, its subsidiaries, affiliates, successors and assigns, their respective current and former officers, directors, employees and agents and each of their respective successors and assigns (the “Charming Shoppes Releasors”), hereby fully releases and forever discharges THE COMMITTEE, each member of the Committee, their current and former officers, directors, partners, members, subsidiaries, affiliates, heirs, executors, administrators, and their respective successors and assigns (the “Committee Releasees”) from any and all claims, or causes of action they have, had or may have had against the Committee Releasees, including but not limited to any and all claims arising out of or in connection with or relating to the election of directors to Charming Shoppes’ Board of Directors in 2008 or the solicitation of Proxies in connection with Charming Shoppes’ 2008 annual shareholders’ meeting, including any claims that were or could have been asserted in the action, entitled Charming Shoppes v. Crescendo Partners II, L.P., et al., No. 08-CV-1156-AB, pending in the United States District Court for the Eastern District of Pennsylvania. Nothing herein shall limit Charming Shoppes’ right to enforce the terms of the Settlement Agreement dated May 8, 2008 by and among Charming Shoppes, Inc. and the other parties signatory thereto.

CHARMING SHOPPES, INC.

By:	/s/ Dorrit J. Bern
	Name:	Dorrit J. Bern
	Title:	President and Chief Executive Officer

Sched. C-1

THE COMMITTEE, each member of the Committee, their current and former subsidiaries, affiliates, successors and assigns, their respective current and former officers, directors, partners, members, subsidiaries, affiliates, heirs, executors, administrators, and their respective successors and assigns (the “Committee Releasors”), hereby fully releases and forever discharges CHARMING SHOPPES, its subsidiaries, affiliates, successors and assigns, their respective current and former officers, directors, employees and agents and each of their respective successors and assigns (the “Charming Shoppes Releasees”) from any and all claims, or causes of action they have, had or may have had against the Charming Shoppes Releasees, including but not limited to any claims arising out of or in connection with or relating to the election of directors to Charming Shoppes’ Board of Directors in 2008 or the solicitation of Proxies in connection with Charming Shoppes’ 2008 annual shareholders’ meeting, including any claims, defenses or counterclaims that were or could have been asserted in the action, entitled Charming Shoppes v. Crescendo Partners II, L.P., et al., No. 08-CV-1156-AB, pending in the United States District Court for the Eastern District of Pennsylvania. Nothing herein shall limit the Committee’s and each member of the Committee’s right to enforce the terms of the Settlement Agreement dated May 8, 2008 by and among Charming Shoppes, Inc. and the other parties signatory thereto.

CRESCENDO PARTNERS II, L.P., SERIES Q
By:	Crescendo Investments II, LLC General Partner

By:	/s/ Eric Rosenfeld
	Name:	Eric Rosenfeld
	Title:	Managing Member

CRESCENDO INVESTMENTS II, LLC

By:	/s/ Eric Rosenfeld
	Name:	Eric Rosenfeld
	Title:	Managing Member

CRESCENDO PARTNERS III, L.P.
By:	Crescendo Investments III, LLC General Partner

By:	/s/ Eric Rosenfeld
	Name:	Eric Rosenfeld
	Title:	Managing Member

CRESCENDO INVESTMENTS III, LLC

By:	/s/ Eric Rosenfeld
	Name:	Eric Rosenfeld
	Title:	Managing Member

	/s/ Eric Rosenfeld
	ERIC ROSENFELD

MYCA MASTER FUND, LTD.
By:	Myca Partners, Inc. Investment Manager

By:	/s/ Robert Frankfurt
	Name:	Eric Rosenfeld
	Title:	President

MYCA PARTNERS, INC.

By:	/s/ Robert Frankfurt
	Name:	Robert Frankfurt
	Title:	President

	/s/ Robert Frankfurt
	ROBERT FRANKFURT

	/s/ Arnaud Ajdler
	ARNAUD AJDLER

	/s/ Michael Appel
	MICHAEL APPEL

EX-99.2 3 ex992to13da407148002_051208.htm JOINT FILING AGREEMENT, DATED MAY 12, 2008 ex992to13da407148002_051208.htm

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 4 to the Schedule 13D originally filed on January 8, 2008 (including amendments thereto) with respect to the Common Stock of Charming Shoppes, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: May 12, 2008	CRESCENDO PARTNERS II, L.P., SERIES Q
	By:	Crescendo Investments II, LLC
		General Partner

	By:	/s/ Eric Rosenfeld
		Name:	Eric Rosenfeld
		Title:	Managing Member

CRESCENDO INVESTMENTS II, LLC

By:	/s/ Eric Rosenfeld
	Name:	Eric Rosenfeld
	Title:	Managing Member

CRESCENDO PARTNERS III, L.P.

By:	Crescendo Investments III, LLC
	General Partner

By:	/s/ Eric Rosenfeld
	Name:	Eric Rosenfeld
	Title:	Managing Member

CRESCENDO INVESTMENTS III, LLC

By:	/s/ Eric Rosenfeld
	Name:	Eric Rosenfeld
	Title:	Managing Member

	/s/ Eric Rosenfeld
	ERIC ROSENFELD

	/s/ Arnaud Ajdler
	ARNAUD AJDLER