-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F9A/SHjKfgu9JSeHvYonrd++PyCHcAzzDhtPgsfGz9aaYROFz7BsDvZbcH+OuTHv ga7Y2Wdx3Tz58BX8TeGzEA== 0000899681-98-000082.txt : 19980223 0000899681-98-000082.hdr.sgml : 19980223 ACCESSION NUMBER: 0000899681-98-000082 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980220 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHILDRENS PLACE RETAIL STORES INC CENTRAL INDEX KEY: 0001041859 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 311241495 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-53211 FILM NUMBER: 98546722 BUSINESS ADDRESS: STREET 1: ONE DODGE DR CITY: CALDWELL STATE: NJ ZIP: 07006 BUSINESS PHONE: 9732278900 MAIL ADDRESS: STREET 1: ONE DODGE DR CITY: CALDWELL STATE: NJ ZIP: 07006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SK EQUITY FUND L P CENTRAL INDEX KEY: 0001009319 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061301330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: TWO GREENWICH PLAZA STREET 2: STE 100 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2123036638 MAIL ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 THE CHILDREN'S PLACE RETAIL STORES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 168905107 (CUSIP Number) *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 the 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). SCHEDULE 13G - ------------------------------------------------------------------------------- CUSIP No. 168905107 Page 2 of 10 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The SK Equity Fund, L.P. (IRS ID No. ###-##-####) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / X / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER SHARES 7,458,445 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 201,444 EACH 7 SOLE DISPOSITIVE POWER REPORTING 7,458,445 PERSON 8 SHARED DISPOSITIVE POWER WITH 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,659,889 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 31.1% 12 TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------- CUSIP NO. 168905107 Page 3 of 10 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John F. Megrue (SS No. ###-##-####) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / X / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER SHARES 2000 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 7,659,889 EACH 7 SOLE DISPOSITIVE POWER REPORTING 2000 PERSON 8 SHARED DISPOSITIVE POWER WITH 7,566,553 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,661,889 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 31.1% 12 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- CUSIP NO. 168905107 Page 4 of 10 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Allan W. Karp (SS No. ###-##-####) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / X / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER SHARES 2000 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 7,661,489 EACH 7 SOLE DISPOSITIVE POWER REPORTING 2000 PERSON 8 SHARED DISPOSITIVE POWER WITH 7,568,153 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,663,489 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 31.1% 12 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- CUSIP NO. 168905107 Page 5 of 10 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas A. Saunders, III (SS No. ###-##-####) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / X / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 7,659,889 EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 8 SHARED DISPOSITIVE POWER WITH 7,566,553 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,659,889 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 31.1% 12 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- CUSIP NO. 168905107 Page 6 of 10 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Christopher K. Reilly (SS No. ###-##-####) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / X / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER SHARES 1500 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 7,659,889 EACH 7 SOLE DISPOSITIVE POWER REPORTING 1500 PERSON 8 SHARED DISPOSITIVE POWER WITH 7,566,553 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,661,389 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 31.1% 12 TYPE OF REPORTING PERSON IN Page 7 of 10 Pages ITEM 1(A). Name of Issuer: The Children's Place Retail Stores, Inc. (the "Company") ITEM 1(B). Address of Issuer's Principal Executive Offices: 1 Dodge Drive West Caldwell, NJ 07006 ITEM 2(A). Name of Person Filing: This statement is filed on behalf of the persons identified in Item 4 below. In accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each person filing this statement acknowledges that it is responsible for the completeness and accuracy of the information contained herein concerning that person, but is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. ITEM 2(B). Address of Principal Business Office or, if None, Residence: (1) For The SK Equity Fund, L.P.: Two Greenwich Plaza Suite 100 Greenwich, CT 06830 (2) For John F. Megrue, Thomas A. Saunders III, Allan W. Karp and Christopher K. Reilly: Saunders Karp & Megrue 667 Madison Avenue New York, New York 10021 ITEM 2(C). Citizenship: Each of the persons filing this statement is a United States citizen or limited partnership organized under the laws of a state of the United States. ITEM 2(D). Title of Class of Securities: This statement relates to the Company's Common Stock, par value $.10 per share (the "Common Stock"). ITEM 2(E). CUSIP NUMBER 168905107 Page 8 of 10 Pages ITEM 3. FOR STATEMENTS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B): Not applicable. ITEM 4. OWNERSHIP: The SK Equity Fund, L.P. is the beneficial owner of 7,659,889 shares of Common Stock of the Company, including (i) 7,458,445 shares owned by The SK Equity Fund, L.P., (ii) 93,336 shares owned by a former consultant to Saunders Karp & Megrue, L.P. ("SKM"), as to which The SK Equity Fund has certain rights, and (iii) 108,108 shares owned by SK Investment Fund, L.P. The 7,659,889 shares beneficially owned represent 31.1% of the total number of shares outstanding as of December 31, 1997. The SK Equity Fund, L.P. has (i) the sole power to vote or to direct the vote and to dispose or direct the disposition of 7,458,445 of such shares, and (ii) shared power to vote or direct the vote of 201,444 of such shares, of which 93,336 shares are owned by a former consultant to SKM, as to which The SK Equity Fund has certain rights and of which 108,108 shares are owned by SK Investment Fund, L.P. John F. Megrue is the beneficial owner of 7,661,889 shares of Common Stock of the Company, including (i) 2,000 shares owned by Mr. Megrue, (ii) 7,458,445 shares owned by The SK Equity Fund, L.P., (iii) 108,108 shares owned by SK Investment Fund, L.P., and (iv) 93,336 shares owned by a former consultant to SKM, as to which The SK Equity Fund has certain rights. The 7,661,889 shares beneficially owned represent 31.1% of the total number of shares outstanding as of December 31, 1997. Mr. Megrue has (i) sole power to vote or to direct the vote and to dispose or direct the disposition of 2,000 of such shares, (ii) shared power to vote or direct the vote and to dispose or to direct the disposition of 7,566,553 of such shares as a general partner of SKM Partners, L.P., the general partner of The SK Equity Fund, L.P. and SK Investment Fund, L.P., and (iii) shared power to vote or direct the vote of 93,336 of such shares owned by a former consultant to SKM, as to which The SK Equity Fund has certain rights. Thomas A. Saunders, III is the beneficial owner of 7,659,889 shares of Common Stock of the Company, including (i) 7,458,445 shares owned by The SK Equity Fund, L.P., (ii) 108,108 shares owned by SK Investment Fund, L.P., and (iii) 93,336 shares owned by a former consultant to SKM, as to which The SK Equity Fund has certain rights. The 7,659,889 shares beneficially owned represent 31.1% of the total number of shares outstanding as of December 31, 1997. Mr. Saunders has (i) sole power to vote or to direct the vote and to dispose or direct the disposition of none of such shares, (ii) shared power to vote or direct the vote and to dispose or to direct the disposition of 7,566,553 of such shares as a general partner of SKM Partners, L.P., the general partner of The SK Equity Fund, L.P. and SK Investment Fund, L.P., and (iii) shared power to vote or direct the vote of 93,336 of such shares owned by a former consultant to SKM, as to which The SK Equity Fund has certain rights. Page 9 of 10 Pages Allan W. Karp is the beneficial owner of 7,663,489 shares of Common Stock of the Company, including (i) 7,458,445 shares owned by The SK Equity Fund, L.P., (ii) 108,108 shares owned by SK Investment Fund, L.P., (iii) 93,336 shares owned by a former consultant to SKM, as to which The SK Equity Fund has certain rights, (iv) 2000 shares owned by Mr. Karp and (v) 1600 shares held by Mr. Karp as trustee for the benefit of his children. The 7,663,489 shares beneficially owned represent 31.1% of the total number of shares outstanding as of December 31, 1997. Mr. Karp has (i) sole power to vote or to direct the vote and to dispose or direct the disposition of 2000 of such shares, (ii) shared power to vote or direct the vote and to dispose or to direct the disposition of 7,568,153 of such shares, of which 7,566,553 shares are beneficially owned by Mr. Karp as a general partner of SKM Partners, L.P., the general partner of The SK Equity Fund, L.P. and SK Investment Fund, L.P., and of which 1600 shares are held by Mr. Karp as trustee for the benefit of his children, and (iii) shared power to vote or direct the vote of 93,336 of such shares owned by a former consultant to SKM, as to which The SK Equity Fund has certain rights. Christopher K. Reilly is the beneficial owner of 7,661,389 shares of Common Stock of the Company, including (i) 7,458,445 shares owned by The SK Equity Fund, L.P., (ii) 108,108 shares owned by SK Investment Fund, L.P., and (iii) 93,336 shares owned by a former consultant to SKM, as to which The SK Equity Fund has certain rights. The 7,661,389 shares beneficially owned represent 31.1% of the total number of shares outstanding as of December 31, 1997. Mr. Reilly has (i) sole power to vote or to direct the vote and to dispose or direct the disposition of 1500 of such shares, (ii) shared power to vote or direct the vote and to dispose or to direct the disposition of 7,566,553 of such shares as a general partner of SKM Partners, L.P., the general partner of The SK Equity Fund, L.P. and SK Investment Fund, L.P., and (iii) shared power to vote or direct the vote of 93,336 of such shares owned by a former consultant to SKM, as to which The SK Equity Fund has certain right. ITEM 5. Ownership Of Five Percent Or Less Of A Class: Not applicable. ITEM 6. Ownership Of More Than Five Percent On Behalf Of Another Person: Not applicable. ITEM 7. Identification And Classification Of The Subsidiary Which Acquired The Security Being Reported On By The Parent Holding Company: Not applicable. ITEM 8. Identification And Classification Of Members Of The Group: See Item 4 above. ITEM 9. Notice Of Dissolution Of Group: Not applicable. ITEM 10. Certification: Not applicable. Page 10 of 10 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 13, 1998 THE SK EQUITY FUND, L.P. By: SK PARTNERS, L.P., as General Partner /S/ ALLAN W. KARP /S/ JOHN F. MEGRUE JOHN F. MEGRUE /S/ THOMAS A. SAUNDERS, III THOMAS A. SAUNDERS, III /S/ ALLAN W. KARP ALLAN W. KARP /S/ CHRISTOPHER K. REILLY CHRISTOPHER K. REILLY -----END PRIVACY-ENHANCED MESSAGE-----