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Published on 6/18/2009 in the Prospect News Special Situations Daily.

Children's Place former CEO nominates three for election on July 31

By Lisa Kerner

Charlotte, N.C., June 18 - The Committee of Concerned Shareholders of the Children's Place nominated Raphael Benaroya, Jeremy J. Fingerman and Ross B. Glickman for election to the board of directors of the Children's Place Retail Stores, Inc. at the company's annual meeting on July 31.

The committee is led by the company's former chief executive officer, Ezra Dabah.

Raphael Benaroya is chairman of the board of directors of Russ Berrie & Co., Inc.

Fingerman is the founder and managing principal of Clairmont Ventures.

Glickman is chairman of the board and CEO of Urban Retail Properties, LLC.

In connection with the nomination, the committee said it filed definitive proxy materials with the Securities and Exchange Commission. Collectively the committee owns approximately 22% of the outstanding shares of Children's Place.

The committee believes the company's nominees "lack the relevant expertise required to lead the company into the future and generate innovation and growth," according to a statement released on Thursday.

"We believe your company's strong foundation is being undermined by an inexperienced interim CEO and a complacent board of directors, neither of which appears to understand that the success of this company rests on its people and its creative and entrepreneurial culture," Dabah said in a Thursday letter to fellow shareholders.

"Rather than face up to the reality that long-term shareholder value is in jeopardy, the current board, under interim chair Ms. [Sally] Kasaks and interim CEO Mr. [Charles] Crovitz, has resorted to a personal and blatantly misleading attack on me," Dabah said in the letter.

According to Dabah, Kasaks, interim chair of the board since January 2007, was replaced as CEO of Pacific Sunwear of California Inc. on Wednesday following an 84% decline in Pacific Sunwear's stock price since her appointment in May 2007 and a recent proxy contest during which Pacific Sunwear shareholders called for her immediate resignation.

On Tuesday, Children's Place urged its shareholders to vote for the company's nominees, Kasaks and Malcolm Elvey, for election to the board.

Dabah, according to Children's Place, is trying to take control of the Secaucus, N.J., specialty retailer "without paying for it."

As previously reported, if Dabah's three nominees are elected on July 31, he will have designated five of the company's nine directors.

Dabah's father-in-law, Stanley Silverstein, is also a board member.

Crovitz told shareholders Children's Place has been "revitalized" since Dabah's resignation.


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