424B3 1 suppl4.txt SUPPLEMENT 4 DATED MARCH 12, 2003 Prospectus Supplement No. 4 Filed Pursuant to Rule 424(b)(3) Dated March 12, 2003 Registration No. 333-98741 (to Prospectus dated October 2, 2002) Cusip No. 161133AC7 $150,000,000 CHARMING SHOPPES, INC. 4.75% Senior Convertible Notes due 2012 and the Common Stock issuable upon conversion of the Notes -------------------- The following table supplements the information set forth on pages 33 to 36 in the prospectus under Selling Securityholders with respect to the selling securityholders and the principal amount of notes beneficially owned by such selling securityholders that may be offered and sold pursuant to the prospectus dated October 2, 2002, as previously supplemented. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus and any previous prospectus supplements.
Principal Amount Number of Number of Percentage At Maturity of Shares of Shares of of Common Notes Beneficially Percentage Common Stock Common Stock Stock Owned that May of Notes Owned Prior that May Outstanding Name Be Sold Outstanding to the Offering Be Sold (1) (2) ------------------------------- ------------------- -------------- -------------------- --------------------- -------------- CENEX Pension Plan $ 45,000 * 4,555 4,555 * FIST - Franklin Convertible Securities Fund 800,000 * 80,972 80,972 * XAVEX Convertible Arbitrage #5 350,000 * 35,425 35,425 * Zurich Institutional Benchmarks Master Fund Ltd. 5,000 * 506 506 * ------------------------------- * Less than 1% (1) Assumes conversion of all of the holder's notes at a conversion price of $9.88. However, this conversion price is subject to adjustment as described under "Description of Notes-Conversion of Notes." As a result, the amount of common stock issuable upon conversion of the notes may increase or decrease in the future. (2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 112,763,060 shares of common stock outstanding as of September 18, 2002. In calculating this amount, we treated as outstanding the number of shares of common stock issuable upon conversion of that particular holder's notes. However, we did not assume the conversion of any other holder's notes.
Because the selling securityholders listed above and in the prospectus under the caption Selling Securityholders may, pursuant to the prospectus, as supplemented, offer all or some portion of the notes, no estimate can be given as to the amount of notes that will be held by the selling securityholders upon termination of any such sales. Furthermore, the selling securityholders identified in the table set forth in the prospectus under the caption Selling Securityholders may have sold, transferred or otherwise disposed of all or a portion of their notes or common stock since the date on which they provided us with information regarding their notes or common stock, and we have not made any independent inquiries as to the foregoing.