8-K

UNITED STATES

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) April 21, 2009

CHARMING SHOPPES,INC.

(Exact name of registrant as specified in its charter)

PENNSYLVANIA	000-07258	23-1721355
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

3750 STATE ROAD, BENSALEM, PA  19020

(Address of principal executive offices) (Zip Code)

(215) 245-9100

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.  Regulation FD Disclosure.

On April 21, 2009 we issued a press release announcing that we are scheduled to  participate in The Susquehanna Financial Group’s 4th Annual Consumer Focus Forum on Thursday, April 23, 2009 at 10:30 a.m., Eastern time.  A copy of the press release is attached as Exhibit 99.1 to this Report.

Eric M. Specter, Executive Vice President and Chief Financial Officer, will deliver our presentation at the conference.

Our audio presentation will be available live at http://www.wsw.com/webcast/sig9/chrs and our slide presentation will be available at http://www.charming.com/investors/manage/index.asp.  A copy of the slide presentation is attached as Exhibit 99.2 to this Report.

Our presentation will contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning our operations, performance, and financial condition.  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 failure to consummate our identified strategic solution for our non-core assets; the failure to effectively implement our planned consolidation, cost, and capital budget reduction plans and our store closing plans; the failure to implement our business plan for increased profitability and growth in our retail stores and direct-to-consumer segments; the failure to effectively implement our plans for a new organizational structure and enhancements in our merchandise and marketing; the failure to effectively implement our plans for the transformation of our brands to a vertical specialty store model; the failure to achieve increased profitability through the adoption by our brands of a vertical specialty store model; the failure to achieve improvement in our competitive position; the failure to continue receiving financing at an affordable cost through the availability of our credit card securitization facilities and through the availability of credit we receive from our suppliers and their agents; the failure to maintain efficient and uninterrupted order-taking and fulfillment in our direct-to-consumer business; changes in or miscalculation of fashion trends; extreme or unseasonable weather conditions; economic downturns; escalation of energy costs; a weakness in overall consumer demand; the failure to find suitable store locations; increases in wage rates; the ability to hire and train associates; trade and security restrictions and political or financial instability in countries where goods are manufactured; the interruption of merchandise flow from our centralized distribution facilities; competitive pressures; and the adverse effects of natural disasters, war, acts of terrorism, or threats of either, or other armed conflict, on the United States and international economies.  These, and other risks and uncertainties, are detailed in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended January 31, 2009, our Quarterly Reports on Form 10-Q and our other filings with the Securities and Exchange Commission.  We assume no duty to update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

In accordance with general instruction B.2 to Form 8-K, the information included in this Item 7.01, and the exhibits attached hereto, shall be deemed to be “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01.  Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press release dated April 21, 2009.
99.2	Charming Shoppes, Inc. slide presentation dated April 23, 2009.

1

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.
	(Registrant)
Date:  April 23, 2009	/S/ ERIC M. SPECTER
	Eric M. Specter
	Executive Vice President
	Chief Financial Officer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated April 21, 2009.
99.2	Charming Shoppes, Inc. slide presentation dated April 23, 2009.

3

EX-99.1

EXHIBIT 99.1

PRESS RELEASE

CHARMING SHOPPES, INC. TO PARTICIPATE IN THE

SUSQUEHANNA FINANCIAL GROUP’S 4TH ANNUAL CONSUMER FOCUS FORUM

Bensalem, PA.,  April 21, 2009 - Charming Shoppes, Inc., (Nasdaq: CHRS), a leading multi-brand specialty apparel retailer specializing in women's plus-size apparel, is scheduled to participate in The Susquehanna Financial Group’s 4th Annual Consumer Focus Forum on Thursday, April 23, 2009 at 10:30 a.m., Eastern time.

Eric M. Specter, Executive Vice President and Chief Financial Officer, will deliver the Company’s presentation at the conference.

The Company’s audio presentation will be available live at http://www.wsw.com/webcast/sig9/chrs/ and the Company’s slide presentation will be available at http://www.charming.com/investors/manage/index.asp, on Thursday, April 23, 2009.  A replay of the presentation will be available for 90 days.

At January 31, 2009, Charming Shoppes, Inc. operated 2,301 retail stores in 48 states under the names LANE BRYANT®, FASHION BUG®, FASHION BUG PLUS®, CATHERINES PLUS SIZES®, LANE BRYANT OUTLET®, and PETITE SOPHISTICATE OUTLET®. Please visit www.charmingshoppes.com for additional information about Charming Shoppes, Inc.

The Company’s presentation will contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning the Company's operations, performance, and financial condition. 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 failure to consummate our identified strategic solution for our non-core assets, the failure to effectively implement our planned consolidation, cost and capital budget reduction plans and store closing plans, the failure to implement the Company's business plan for increased profitability and growth in the Company's retail stores and direct-to-consumer segments, the failure to effectively implement the Company's plans for a new organizational structure and enhancements in the Company's merchandise and marketing, the failure to effectively implement the Company's plans for the transformation of its brands to a vertical specialty store model, the failure to achieve increased profitability through the adoption by the Company's brands of a vertical specialty store model, the failure to achieve improvement in the Company's competitive position, the failure to continue receiving financing at an affordable cost through the availability of our credit card securitization facilities and through the availability of credit we receive from our suppliers and their agents, the failure to maintain efficient and uninterrupted order-taking and fulfillment in our direct-to-consumer business, changes in or miscalculation of fashion trends, extreme or unseasonable weather conditions, economic downturns, escalation of energy costs, a weakness in overall consumer demand, the failure to find suitable store locations, increases in wage rates, the ability to hire and train associates, trade and security restrictions and political or financial instability in countries where goods are manufactured, the interruption of merchandise flow from the Company's centralized distribution facilities, competitive pressures, and the adverse effects of natural disasters, war, acts of terrorism or threats of either, or other armed conflict, on the United States and international economies. These, and other risks and uncertainties, are detailed in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2009, our Quarterly Reports on Form 10-Q and other Company filings with the Securities and Exchange Commission. Charming Shoppes assumes no duty to update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

CONTACT:	Gayle M. Coolick
	Vice President, Investor Relations
	215-638-6955

EX-99.2

EXHIBIT 99.2

Susquehanna Financial Group
4th Annual Consumer Focus ForumApril 23, 2009

Charming Shoppes, Inc.

Forward-Looking Statements

This presentation contains certain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 concerning the Company's operations, performance, and financial condition.
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
failure to consummate our identified strategic solution for our other non-core assets, the failure to effectively
implement our planned consolidation, cost and capital budget reduction plans and store closing plans, the
failure to implement the Company's business plan for increased profitability and growth in the Company's retail
stores and direct-to-consumer segments, the failure to effectively implement the Company's plans for a new
organizational structure and enhancements in the Company's merchandise and marketing, the failure to
effectively implement the Company's plans for the transformation of its brands to a vertical specialty store
model, the failure to achieve increased profitability through the adoption by the Company's brands of a vertical
specialty store model, the failure to achieve improvement in the Company's competitive position, the failure to
continue receiving financing at an affordable cost through the availability of our credit card securitization
facilities and through the availability of credit we receive from our suppliers and their agents, the failure to
maintain efficient and uninterrupted order-taking and fulfillment in our direct-to-consumer business, changes in
or miscalculation of fashion trends, extreme or unseasonable weather conditions, economic downturns,
escalation of energy costs, a weakness in overall consumer demand, the failure to find suitable store locations,
increases in wage rates, the ability to hire and train associates, trade and security restrictions and political or
financial instability in countries where goods are manufactured, the interruption of merchandise flow from the
Company's centralized distribution facilities, competitive pressures, and the adverse effects of natural disasters,
war, acts of terrorism or threats of either, or other armed conflict, on the United States and international
economies. These, and other risks and uncertainties, are detailed in the Company's filings with the Securities
and Exchange Commission, including the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2009, our Quarterly Reports on Form 10-Q and other Company filings with the Securities and
Exchange Commission. Charming Shoppes assumes no duty to update or revise its forward-looking statements
even if experience or future changes make it clear that any projected results expressed or implied therein will
not be realized.

3

Eric M. Specter
Executive Vice President and
Chief Financial Officer

Steven R. WishnerSenior Vice President, Finance

Eric M. Specter
Executive Vice President and
Chief Financial Officer

Steven R. WishnerSenior Vice President, Finance

4

5

New
President and Chief
Executive Officer

Jim Fogarty

6

Jim Fogarty

•Successful Business Leader With Great Track Record And
Strong Reputation For Building Operational Excellence

•Former Managing Director With Alvarez & Marsal

>Provided Leadership, Problem-Solving And Value-Creation Services
Across Industries

•Proven Skills In Re-energizing Strong Consumer Brands:

>Former President And CEO Of American Italian Pasta Company, North
America’s Largest Dry Pasta Maker (Market Cap Grew Five Fold Since
His Initial Involvement)

>Former CFO of Levi Strauss (EBITDA Nearly Doubled During Tenure)

>Former CFO of The Warnaco Group (Emerged From Bankruptcy In
2003 After Completing Successful Turnaround During His Tenure)

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Strategies To Navigate This Economic Climate
And Maintain Our Strong Liquidity Position

•Focus On Our Core Brands / Core Customer

•$125 Million Cost Reduction Program

•Capital Structure And Liquidity Position

•Generate Free Cash Flow

8

Focus On Our Core Brands / Core
Customer:Experienced Brand Leaders

•Brian Woolf - President, Lane Bryant (7/9/08)

>Former CEO, Cache

•Jay Levitt - President, Fashion Bug (9/22/08)

>Former President and CEO, May Merchandising

>Former President and CEO, Robinsons May

•Carol Williams - President, Catherines (10/13/08)

>Former President, May International

>Former President and CEO, Jacobson’s

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Focus On Our Core Brands /
Core Customer

•Brand Leaders Have Created Improved Strategies To:

>Develop A Culture Of Intense Focus On Their Core Customer

>Develop A Unique Fashion Point-Of-View Specifically For That
Customer

>Our Buyers Will Now Go-To-Market With A Point-Of-View On A
Shorter Timetable, Versus Just Shopping

>Enhance The Price/Value Equation

>Increase Product Turnover

•Recruited Strong Executives To Build Design Capability

•Focused On Improving Marketing Effectiveness

10

•Elevate Fashion Level And Product Execution

>Focus On Outfits And Store-Wide Point-Of-View

>Shift Product Balance From Basics To Fashion,
And From Casual To Wear-to-work

•Expand Magalogs To Showcase “Must Have”
Fashions And Promote Key Items To Drive
Traffic

•Tighten Inventory And Improve Margins

>Conservative Sales Plans / Faster Turns

>Reduce POS Promotions And Events, And
Eliminate “Double-dipping”

•Build The Cacique Intimate Apparel Business

•Grow E-commerce

11

•Create Focused Brand Position With A Strong Value
Message

•Shift From Misses/Plus Orientation To Lifestyle
Orientation

•Initiate Design Team/ New Brand Aesthetic

•Use Vertical Design To Lower Prices And Improve
Quality

•New Direct Mail Formats, Focusing On Product
Specifics And Pricing

•Expand Use Of E-mail Advertising, Supported By A
Relaunched E-commerce Site In August

“Look Great, Spend Less”

12

Business Transformation Initiatives:
E-commerce Strategy

•Currently Finalizing Plans To Outsource Our
E-commerce Platform

•All Core Brands To Share Common
Infrastructure By This Fall

•Objectives Include:

>Providing An Improved Online Experience

>Increasing Customer Conversion Rates

>Substantially Growing Our Brands’ E-commerce
Penetration In The Second Half Of This Year

13

Cost Savings Program

•We Expect To Achieve $125 Million In Savings In
Fiscal Year 2010* As Compared To Fiscal Year
2009

•Major Areas To Achieve Savings

>Corporate And Brand Overhead

>Real Estate

>Non-merchandise Expense

>Supply Chain

>Store Operations

*Management Estimates

14

Selected Balance Sheet Data

($ in millions)

1/31/09

2/2/08

Cash and Available-For-Sale Securities

$100

$74

Merchandise Inventories

$267

$330

Borrowings On Revolving Line Of Credit

$0

$0

Long-Term Debt1

$312

$315

•We Navigated Through One Of The Most Challenging Retail Environments
In Decades And Grew Cash In Both The 4th Quarter And Fiscal Year 2009

•We Generated Approximately $26 Million In Cash During The 4th Quarter,
Through:

•Tightly Managed Inventories, Down 19% From Beginning Of Year

•Decreases In Expenses And Capital Expenditures

(1) $275 Million Of Long-Term Debt Is Due 2014

15

•Revolving Line of Credit

>No Borrowings At End Of Fiscal Year 2009

>$375 Million Committed Line Of Credit, In Effect Until July 2010

>Debt Structure Includes No Financial Covenants Until We Have
Borrowed 90% Of Availability

•Convertible Debt

>$275 Million Convertible Debenture Issued In April 2007

>1.125% Notes Due 2014

>No Financial Covenants

Capital Structure:

Revolving Line of Credit And Convertible Debt

•We Securitize Our Proprietary Credit Card Receivables In
Order To Improve Overall Liquidity

•Balances As of January 31, 2009:

>We Had $536 Million Of Securitized Credit Card Receivables
Outstanding

>We Hold Certificates And Retained Interests On Our Balance Sheet Of
$94 Million

•Availability Under Our Asset Securitization Program
Through January 2010

>Recently Renewed Conduit Facilities Provide $155 Million In Capacity,
In Addition To Term Financing

>Funding Capacity Exceeds Anticipated Needs Through January 2010*,
Due To Declining Receivables Balances

Capital Structure:

Asset Securitization Program

* Management Estimates

17

Free Cash Flow

•Key Contributors To Positive Free Cash Flow* In Fiscal Year 2010

>Working Capital

•Continued Decreases In Inventory Across The Retail Brands

•Gross Margin Improvement

>Execution Of Our Cost Reduction Program

>Reduced Capital Expenditures To Maintenance Levels ($24 Million)

•Sensitivity Analysis* For Fiscal Year Ending January 30, 2010

>If Comparable Store Sales Continue At Low Double Digit Declines, We
Will Generate Positive Free Cash Flow

>If Comparable Store Sales Decrease In The Mid Double Digits, We
Will Be Cash Flow Neutral

*Management Estimate

18

In Summary*

•Permanent CEO And Leaders Of All Brands In Place

•As The Leader In Women’s Specialty Plus-size Apparel, We Are
Intensely Focused On Our Core Retail Brands And Serving Our
Core Consumer, The Plus Woman, Like No One Else Can, And
Are Committed To Changing Our Business Model To Do So

•The Execution Of Our Merchandising Initiatives Will Enable Us To
Provide More Targeted Fashions And Better Value For Our
Customers

•We Continue To Maintain A Strong Balance Sheet And Liquidity

•Reductions In Operating Expenses And Strong Inventory
Management Allow Us To Expect Positive Free Cash Flow In This
Difficult Economy

* Management Estimate

19

Request for Materials

•Should You Wish To Have Materials Sent To You, Please
Request Materials By Visiting Our Website At
https://www
.charmingshoppes.com/investors/contact/contactus.asp Or By
Emailing Us At IR@charming.com

Susquehanna Financial Group
4th Annual Consumer Focus ForumApril 23, 2009

Charming Shoppes, Inc.

21

Addendum

22

Pared-Back Capital Expenditures

•Over The Last Two
Years, Our Capital
Budget Has Been
Cut By Over $90
Million

•FY 2010 Will See
Almost No New Real
Estate Added And
Deferral Of Other
Non-Essential
Capital Projects

-58%

-50%

(e) Management Estimate

23

Our Leadership Positions*

•#1 Market Share In Women’s Specialty Plus
Apparel, With More Than 40% Share

•#2 Market Share In Women’s Plus Apparel,
With More Than 10% Share, Second Only To
Wal-Mart

•Lane Bryant’s Cacique® Brand Is The
Leading Intimate Apparel Brand In Specialty
Plus-Sizes

*Derived From NPD Group Research

24

•#1 Market Share In Specialty Plus-Size
Intimate Apparel*

•Lane Bryant’s Cacique® Intimate Apparel
Is The Leading Brand in Specialty Plus-
Sizes*

Leading Market Share In
Plus Intimate Apparel

*Derived From NPD Group Research

25

Leading Market Share In Plus Denim

•We Hold The #1 Market Share In Specialty
Plus-Size Denim*

•Lane Bryant’s Venezia® Private Label Is
The Leading Jean In Specialty Plus-Sizes*

*Derived From NPD Group Research

Our Core Brands

27

Classic

Fashion

Value

Moderate

Better

Brand Differentiation

28

www.lanebryant.com

She Is 35-55 Years Old

She Loves Sophisticated Fashion

She Is A Contemporary Woman
Of Many Lifestyles - Work,
Casual, Active

892 Retail and Outlet Stores

Key Differentiators:

Fashion and Lifestyle

29

She Is Mainstream, 30-50

She Is Value-Minded

Her Fashion Lifestyle Needs Are For
Business Casual, Weekend Casual,
Dress Up and Active

Footwear, Accessories, Intimate
Apparel

897 Retail Stores

Key Differentiators:

Value and Fashion

www.fashionbug.com

30

www.catherines.com

She’s Our Baby-Boomer

She Considers FIT Critical

She is a Career Woman

Her Fashion Tastes Tend Toward
Classic Apparel

Offering Plus-Sizes, Petite Plus-
Sizes, and Extended Plus-Sizes

463 Retail Stores

Key Differentiators:

Fit and Special Sizes

Our Retail Stores

Lane Bryant Real Estate Overview

•786 Full Line Stores And 106 Outlet Stores In 47 States

•132 Lane Bryant Intimate Apparel Stores

•50% Of Stores In Strip Or Lifestyle Centers

•Total Square Footage, 5.3 Million Feet; Average Store 5,900 S.F.

Fashion Bug Real Estate Overview

•877 Full Line Stores And 20 Fashion Bug Plus Stores In 43 States

•Total Square Footage, 7.8 Million Feet

•Average Store 8,700 S.F.

Catherines Real Estate Overview

•463 Full Line Stores In 44 States

•Total Square Footage, 1.9 Million Feet

•Average Store 4,200 S.F.

Susquehanna Financial Group
4th Annual Consumer Focus ForumApril 23, 2009

Charming Shoppes, Inc.