Schedule 13d
| Filed by: | KARPREILLY CAPITAL PARTNERS, L.P. |
| Subject Company: | CHARLOTTE RUSSE HOLDING, INC. |
| Filed as of Date: | 04/20/2009 |
| View Original Filing on Edgar's | |
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
Charlotte Russe Holding,
Inc.
(Name of
Issuer)
161048103
(Title of
Class of Securities)
Common Stock, par value
$0.01 per share
(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)
April 16,
2009
(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. 161048103
|
1
|
NAME
OF REPORTING PERSON
KARPREILLY
CAPITAL PARTNERS, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. 161048103
|
1
|
NAME
OF REPORTING PERSON
KARPREILLY
GP I, LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
NA
|
||
|
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
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
- Limited Liability Company
|
||
3
CUSIP
NO. 161048103
|
1
|
NAME
OF REPORTING PERSON
ALLAN
W. KARP
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
134,874
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
134,874
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
134,874
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less
than 1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
4
CUSIP
NO. 161048103
|
1
|
NAME
OF REPORTING PERSON
CHRISTOPHER
K. REILLY
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
5
CUSIP
NO. 161048103
|
1
|
NAME
OF REPORTING PERSON
WILLIAM
P. LOGAN
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0
-
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
6
CUSIP
NO. 161048103
|
1
|
NAME
OF REPORTING PERSON
HEZY
SHAKED
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
|
||
|
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
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0
-
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
7
CUSIP
NO. 161048103
|
1
|
NAME
OF REPORTING PERSON
GABRIEL
BITTON
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
CANADA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
8
CUSIP
NO. 161048103
The
following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D
filed by the undersigned. This Amendment No. 4 amends the Schedule
13D as specifically set forth.
|
Item
2.
|
Identity and
Background
|
Item 2 is
hereby amended to add the following:
Hezy
Shaked and Gabriel Bitton 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
4.
|
Purpose of
Transaction.
|
Item 4 is
hereby amended to add the following:
On April
16, 2009, the Reporting Persons announced that they have withdrawn the
nomination of Messrs. Karp, Shaked and Bitton for election to the Board at the
Annual Meeting. The Reporting Persons have terminated their
solicitation of proxies from the stockholders of the Issuer for the Annual
Meeting and will not vote any proxies received from stockholders of the Issuer
at the Annual Meeting.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
Item 5 is
hereby amended and restated to read as follows:
(a), (b)
Based upon the Issuer’s Form 10-Q, filed with the Securities and Exchange
Commission on April 17, 2009, there were 21,001,870 Common Shares issued and
outstanding as of April 15, 2009. None of KarpReilly LP, KarpReilly
GP, Christopher Reilly or William Logan beneficially owns any Common
Shares. The 134,874 Common Shares beneficially owned by Allan Karp
(the “Allan Karp Shares”) represent less than one percent of the Common Shares
issued and outstanding. An additional 100 Common Shares are owned by
an employee of KarpReilly LLC, but KarpReilly LP expressly disclaims any
agreement to act together with such employee for the purpose of acquiring,
holding, voting or disposing of such equity securities of the
Issuer.
Messrs.
Bitton and Shaked do not own any Common Shares directly.
Allan
Karp has the power to vote or to direct the vote of (and the power to dispose or
direct the disposition of) the Allan Karp Shares.
Each of
the Reporting Persons, as a member of a “group” with the other Reporting Persons
for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, may be deemed to be the beneficial owner of the Common Shares
beneficially owned in the aggregate by the other members of the group reported
herein. Each Reporting Person disclaims beneficial ownership of such
Common Shares.
As of the
date hereof, no Reporting Person owns any Common Shares other than those set
forth in this Item 5.
9
CUSIP
NO. 161048103
(c) The
trading dates, number of Shares purchased and sold and price per share for all
transactions in the Common Shares by the Reporting Persons since the filing of
Amendment No. 3 to the Schedule 13D are set forth in Schedule A. All
such transactions were effected in open market transactions with brokers, except
where indicated.
(d) Not
applicable.
(e) As
of April 16, 2009, the Reporting Persons ceased to be beneficial
owners of more than 5% of the Common Shares.
10
CUSIP
NO. 161048103
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:
April 20, 2009
|
KARPREILLY
CAPITAL PARTNERS, L.P.
|
|||
|
By:
|
KarpReilly
GP I, LLC, its general partner
|
||
|
By:
|
/s/ Allan W. Karp | ||
|
Name:
|
Allan
W. Karp
|
||
|
Title:
|
Manager
|
||
|
KARPREILLY
GP I, LLC
|
|||
|
By:
|
/s/ Allan W. Karp | ||
|
Name:
|
Allan
W. Karp
|
||
|
Title:
|
Manager
|
||
| /s/ Allan W. Karp | |
|
ALLAN
W. KARP, Individually and as attorney-in-fact for Christopher K. Reilly,
Hezy Shaked and Gabriel
Bitton
|
| /s/ William P. Logan | |
|
WILLIAM
P. LOGAN
|
11
CUSIP
NO. 161048103
SCHEDULE
A
Transactions in the Shares
Since the Filing of Amendment No. 2 to the Schedule 13D
|
Shares
of Common Stock
Sold
|
Price
Per
Share($)
|
Date
of
Sale
|
KARPREILLY CAPITAL PARTNERS,
L.P.
|
88,597
|
12.1498
|
04/16/2009
|
|
|
100,000
|
12.0844
|
04/16/2009
|
|
|
100,000
|
12.1072
|
04/16/2009
|
|
|
100,000
|
12.1347
|
04/16/2009
|
|
|
100,000
|
12.1524
|
04/16/2009
|
|
|
100,000
|
12.1657
|
04/16/2009
|
|
|
100,000
|
12.2508
|
04/16/2009
|
|
|
100,000
|
12.2632
|
04/16/2009
|
|
|
100,000
|
12.2819
|
04/16/2009
|
|
|
100,000
|
12.2929
|
04/16/2009
|
|
|
122,375
|
12.1235
|
04/16/2009
|
|
|
150,000
|
12.1013
|
04/16/2009
|
|
|
110,079
|
12.7519
|
04/17/2009
|
|
|
4,200
|
12.4340
|
04/17/2009
|
|
|
236,952
|
12.2094
|
04/17/2009
|
KARPREILLY GP I,
LLC
None
ALLAN W.
KARP
|
64,900
|
12.2113
|
04/17/2009
|
|
|
5001
|
12.2201
|
04/17/2009
|
|
|
5001
|
12.1860
|
04/17/2009
|
|
|
5001
|
12.3045
|
04/17/2009
|
CHRISTOPHER K.
REILLY
|
3,641
|
12.3760
|
04/16/2009
|
WILLIAM P.
LOGAN
|
1,000
|
12.3900
|
04/17/2009
|
|
85
|
12.3500
|
04/17/2009
|
HEZY
SHAKED
None
GABRIEL
BITTON
|
50,000
|
12.1000
|
04/16/2009
|
1 Shares
held in trust for certain family members.
12
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