Schedule 13d
| Filed by: | CRESCENDO PARTNERS II LP |
| Subject Company: | CHARMING SHOPPES, INC. |
| Filed as of Date: | 03/21/2008 |
| 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. 3)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)
March 20,
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) 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
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
7,354,1251
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. 161133103
|
1
|
NAME
OF REPORTING PERSON
CRESCENDO INVESTMENTS II,
LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
7,354,1251
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
3
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) 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
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
378,2751
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN
1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
4
CUSIP
NO. 161133103
|
1
|
NAME
OF REPORTING PERSON
CRESCENDO INVESTMENTS III,
LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
378,2751
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN
1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
5
CUSIP
NO. 161133103
|
1
|
NAME
OF REPORTING PERSON
ERIC
ROSENFELD
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
7,732,4001
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
6
CUSIP
NO. 161133103
|
1
|
NAME
OF REPORTING PERSON
MYCA PARTNERS,
INC.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
1,523,405
|
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
1,523,405
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,523,4051
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
||
7
CUSIP
NO. 161133103
|
1
|
NAME
OF REPORTING PERSON
MYCA MASTER FUND,
LTD.
|
||
|
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
Cayman
Islands
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,523,405
|
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
1,523,405
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,523,4051
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
||
8
CUSIP
NO. 161133103
|
1
|
NAME
OF REPORTING PERSON
ARNAUD
AJDLER
|
||
|
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
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
15,0001
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN
1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
9
CUSIP
NO. 161133103
|
1
|
NAME
OF REPORTING PERSON
MICHAEL
APPEL
|
||
|
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
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
10,0001
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN
1%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
10
CUSIP
NO. 161133103
|
1
|
NAME
OF REPORTING PERSON
ROBERT
FRANKFURT
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
1,523,405
|
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
1,523,405
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,523,4051
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
11
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) x
(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
9,280,805
|
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
9,280,805
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,280,805
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
12
CUSIP
NO.
161133103
The
following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D
filed by the undersigned (the “Schedule 13D”). This Amendment No. 3
amends the Schedule 13D as specifically set forth.
Item 4 is
hereby amended to add the following:
On March
20, 2008, the Charming Shoppes Full Value Committee (the “Committee”) filed
revised preliminary proxy materials with the Securities and Exchange Commission
in connection with the Committee’s proxy solicitation to elect three director
nominees at the Issuer’s 2008 annual meeting of shareholders (the “2008 Annual
Meeting”).
Item 5(a)
is hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 116,694,356 Shares outstanding, which is the total number of Shares
reported to be outstanding as of December 4, 2007 in the Issuer’s Quarterly
Report on Form 10-Q, as filed with the Securities and Exchange Commission on
December 7, 2007.
As of the
date hereof, Crescendo Partners II beneficially owns 7,354,125 Shares,
constituting approximately 6.3% 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 6.3% 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
6.3% 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 1,548,405 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.
13
CUSIP
NO. 161133103
As of the
date hereof, Myca Master Fund beneficially owns 1,523,405 Shares, constituting
approximately 1.3% of the Shares outstanding. Myca Partners, as the
investment manager of Myca Master Fund, is deemed to beneficially own the
1,523,405 Shares owned by Myca Master Fund, constituting approximately 1.3% 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 1,523,405 Shares
beneficially owned by Myca Master Fund, constituting approximately 1.3% 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 9,265,805 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 9,270,805 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 9,280,805 Shares owned in the aggregate by its constituent members,
constituting approximately 7.9% of the Shares outstanding. The
Committee disclaims beneficial ownership of such Shares.
14
CUSIP
NO. 161133103
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:
March 21, 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
|
15
CUSIP
NO. 161133103
|
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
|
16
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