0001193125-15-115041.txt : 20150401 0001193125-15-115041.hdr.sgml : 20150401 20150401070053 ACCESSION NUMBER: 0001193125-15-115041 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20150401 DATE AS OF CHANGE: 20150401 GROUP MEMBERS: JONATHAN DUSKIN GROUP MEMBERS: MACELLUM ADVISORS GP, LLC GROUP MEMBERS: MACELLUM CAPITAL MANAGEMENT, LLC GROUP MEMBERS: MACELLUM MANAGEMENT, LP GROUP MEMBERS: MCM MANAGEMENT, LLC GROUP MEMBERS: MCM MANAGERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHRISTOPHER & BANKS CORP CENTRAL INDEX KEY: 0000883943 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 061195422 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43828 FILM NUMBER: 15741302 BUSINESS ADDRESS: STREET 1: 2400 XENIUM LANE NORTH CITY: PLYMOUTH STATE: MN ZIP: 55441-3626 BUSINESS PHONE: 7635515000 MAIL ADDRESS: STREET 1: 2400 XENIUM LN NORTH CITY: PLYMOUTH STATE: MN ZIP: 55441-3626 FORMER COMPANY: FORMER CONFORMED NAME: BRAUNS FASHIONS CORP DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Macellum Retail Opportunity Fund, LP CENTRAL INDEX KEY: 0001607223 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 512 SEVENTH AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212.956.3008 MAIL ADDRESS: STREET 1: 512 SEVENTH AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: Macellum SPV I, LP DATE OF NAME CHANGE: 20140505 SC 13D 1 d899402dsc13d.htm SC 13D SC 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Christopher & Banks Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

171046105

(CUSIP number)

Jonathan Duskin

c/o Macellum Capital Management, LLC

99 Hudson Street, 5th Floor

New York, New York 10013

(212) 956-3008

Jeffrey L. Kochian

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, New York 10036

(212) 872-8069

(Name, address and telephone number of person authorized to receive notices and communications)

March 27, 2015

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* 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. 171046105

 

  1. 

NAMES OF REPORTING PERSONS

 

Macellum Retail Opportunity Fund, LP

  2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  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:

 

1,880,006 (1)

  8.

SHARED VOTING POWER:

 

0

  9.

SOLE DISPOSITIVE POWER:

 

1,880,006 (1)

10.

SHARED DISPOSITIVE POWER:

 

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,880,006 (1)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.1% (2)

14.

TYPE OF REPORTING PERSON*

 

PN

 

(1) Includes 140,000 shares of Common Stock underlying options.
(2) Based on 36,929,420 shares of common stock outstanding as of November 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on December 5, 2014.


CUSIP No. 171046105

 

  1. 

NAMES OF REPORTING PERSONS

 

Macellum Capital Management, LLC

  2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  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:

 

32,582

  8.

SHARED VOTING POWER:

 

0

  9.

SOLE DISPOSITIVE POWER:

 

32,582

10.

SHARED DISPOSITIVE POWER:

 

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

32,582

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 1% (1)

14.

TYPE OF REPORTING PERSON*

 

OO

 

(1) Based on 36,929,420 shares of common stock outstanding as of November 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on December 5, 2014.


CUSIP No. 171046105

 

  1. 

NAMES OF REPORTING PERSONS

 

Macellum Advisors GP, LLC

  2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  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:

 

1,880,006 (1)

  8.

SHARED VOTING POWER:

 

0

  9.

SOLE DISPOSITIVE POWER:

 

1,880,006 (1)

10.

SHARED DISPOSITIVE POWER:

 

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,880,006 (1)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.1% (2)

14.

TYPE OF REPORTING PERSON*

 

OO

 

(1) Includes 140,000 shares of Common Stock underlying options.
(2) Based on 36,929,420 shares of common stock outstanding as of November 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on December 5, 2014.


CUSIP No. 171046105

 

  1. 

NAMES OF REPORTING PERSONS

 

Macellum Management, LP

  2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  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:

 

1,880,006 (1)

  8.

SHARED VOTING POWER:

 

0

  9.

SOLE DISPOSITIVE POWER:

 

1,880,006 (1)

10.

SHARED DISPOSITIVE POWER:

 

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,880,006 (1)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.1% (2)

14.

TYPE OF REPORTING PERSON*

 

PN

 

(1) Includes 140,000 shares of Common Stock underlying options.
(2) Based on 36,929,420 shares of common stock outstanding as of November 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on December 5, 2014.


CUSIP No. 171046105

 

  1. 

NAMES OF REPORTING PERSONS

 

MCM Managers, LLC

  2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  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:

 

32,582

  8.

SHARED VOTING POWER:

 

0

  9.

SOLE DISPOSITIVE POWER:

 

32,582

10.

SHARED DISPOSITIVE POWER:

 

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

32,582

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 1% (1)

14.

TYPE OF REPORTING PERSON*

 

OO

 

(1) Based on 36,929,420 shares of common stock outstanding as of November 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on December 5, 2014.


CUSIP No. 171046105

 

  1. 

NAMES OF REPORTING PERSONS

 

MCM Management, LLC

  2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  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:

 

32,582

  8.

SHARED VOTING POWER:

 

0

  9.

SOLE DISPOSITIVE POWER:

 

32,582

10.

SHARED DISPOSITIVE POWER:

 

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

32,582

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 1% (1)

14.

TYPE OF REPORTING PERSON*

 

OO

 

(1) Based on 36,929,420 shares of common stock outstanding as of November 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on December 5, 2014.


CUSIP No. 171046105

 

  1. 

NAMES OF REPORTING PERSONS

 

Jonathan Duskin

  2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  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

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7. 

SOLE VOTING POWER:

 

1,912,588 (1)

  8.

SHARED VOTING POWER:

 

0

  9.

SOLE DISPOSITIVE POWER:

 

1,912,588 (1)

10.

SHARED DISPOSITIVE POWER:

 

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,912,588 (1)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.2% (2)

14.

TYPE OF REPORTING PERSON*

 

IN

 

(1) Includes 140,000 shares of Common Stock underlying options.
(2) Based on 36,929,420 shares of common stock outstanding as of November 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on December 5, 2014.


ITEM 1. Security and Issuer.

The class of equity security to which this statement on Schedule 13D relates is the common stock, par value $0.01 per share (the “Common Stock”) of Christopher & Banks Corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 2400 Xenium Lane North, Plymouth Minnesota 55441. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

ITEM 2. Identity and Background.

a) The Reporting Persons are:

1. Macellum Retail Opportunity Fund, LP

2. Macellum Capital Management, LLC

3. Macellum Advisors GP, LLC

4. Macellum Management, LP

5. MCM Managers, LLC

6. MCM Management, LLC

7. Jonathan Duskin

(b) The business address of each of the Reporting Persons is:

99 Hudson Street, 5th Floor

New York, New York 10013

(c) Each of the Reporting Persons is engaged in the business of investment. Each of Macellum Retail Opportunity Fund, LP (“Opportunity Fund”) and Macellum Capital Management, LLC (“Macellum Capital Management”) was formed for the purpose of making equity investments. Macellum Management, LP (“Macellum Management”) serves as the investment manager for Opportunity Fund. Macellum Advisors GP, LLC (“Macellum GP”) serves as the general partner of Opportunity Fund and Macellum Management. MCM Managers, LLC (“MCM Managers”) serves as the managing member of Macellum Capital Management and MCM Management, LLC (“MCM Management”) serves as the managing member of MCM Managers. Jonathan Duskin (“Mr. Duskin”) is the sole member of Macellum GP and is the managing member of MCM Management. Mr. Duskin may be deemed to indirectly beneficially own the securities directly held by Opportunity Fund and Macellum Capital Management because Mr. Duskin may be deemed to have voting and investment power over such securities by virtue of his relationship with Macellum GP and MCM Management. Each of Macellum Management, Macellum GP, MCM Managers, MCM Management and Mr. Duskin disclaims beneficial ownership of the Issuer’s securities as to which this Schedule 13D relates, and this Schedule 13D shall not be deemed an admission that any of Macellum Management, Macellum GP, MCM Managers, MCM Management or Mr. Duskin is the beneficial owner of such securities for purposes of Schedule 13(d) or for any other purpose, except to the extent that any such Reporting Person actually exercises voting or dispositive power with respect to such securities.

(d) The Reporting persons have not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) The Reporting Persons have not during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor are the Reporting Persons subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Citizenship of the Reporting Persons is as follows:

1. Macellum Retail Opportunity Fund, LP – Delaware

2. Macellum Capital Management, LLC – Delaware

3. Macellum Advisors GP, LLC – Delaware

4. Macellum Management, LP – Delaware

5. MCM Managers, LLC – Delaware


6. MCM Management, LLC – Delaware

7. Jonathan Duskin – United States of America

The Reporting Persons have agreed to jointly file this Schedule 13D. A Joint Filing Agreement is filed herewith.

 

ITEM 3. Source and Amount of Funds or Other Consideration.

The shares of Common Stock and options to purchase shares of Common Stock purchased by Opportunity Fund and the shares of Common Stock purchased by Macellum Capital Management were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases through brokers. The aggregate purchase price of the 1,740,006 shares of Common Stock and the options to purchase 140,000 shares of Common Stock beneficially owned by Opportunity Fund was approximately $9,563,837.92, excluding brokerage commissions. The aggregate purchase price of the 32,582 shares of Common Stock beneficially owned by Macellum Capital Management was approximately $178,095.31, excluding brokerage commissions.

 

ITEM 4. Purpose of Transaction.

On April 1, 2015, Macellem GP sent a letter (the “Letter”) to Paul L. Snyder, the Chairman of the Board of the Issuer, regarding leadership and operational weaknesses that have contributed to the Issuer’s underperformance. The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter, which is filed as Exhibit 99.1 and is incorporated herein by reference.

The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons and/or their affiliates may acquire additional securities of the Issuer, including but not limited to Common Stock, existing preferred securities or new securities of the Issuer or may determine to purchase, sell or otherwise dispose of all or some of the Issuer’s securities in the open market, as applicable, in privately negotiated transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons and/or their affiliates may deem material to their investment decision. Also, the Reporting Persons and/or their affiliates intend to have discussions with management regarding the operations of the Issuer and matters of mutual interest, which could include the items in subparagraphs (a) through (j) of Item 4 of Schedule 13D.


ITEM 5. Interest in Securities of the Issuer.

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 36,929,420 shares of Common Stock outstanding as of November 28, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on December 5, 2014.

(c) The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit 99.1, which is incorporated herein by reference.

d) The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated by reference herein.

(e) Not applicable

 

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The disclosure regarding the Reporting Persons contained in Item 2 is incorporated herein by reference.

On March 27, 2015, Opportunity Fund purchased American-style call options referencing 140,000 shares of the Issuer’s Common Stock with a strike price of $5 which are exercisable through May 15, 2015.

On April 1, 2015, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is filed as Exhibit 99.3 and is incorporated herein by reference.

 

Item 7. Material to Be Filed as Exhibits.

 

Exhibit    Description
99.1    Letter to Paul L. Snyder, Chairman of the Board of Christopher & Banks Corporation, dated April 1, 2015.
99.2    Transactions in securities of Christopher & Banks Corporation effected in the past sixty days.
99.3    Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons.


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.

April 1, 2015

 

MACELLUM RETAIL OPPORTUNITY FUND, LP
By: Macellum Advisors GP, LLC,
its general partner
By:

/s/ Jonathan Duskin

Name: Jonathan Duskin
Title: Sole Member
MACELLUM CAPITAL MANAGEMENT, LLC
By: MCM Managers, LLC,
its managing member
By: MCM Management, LLC,
its managing member
By:

/s/ Jonathan Duskin

Name: Jonathan Duskin
Title: Managing Member
MACELLUM ADVISORS GP, LLC
By:

/s/ Jonathan Duskin

Name: Jonathan Duskin
Title: Sole Member
MACELLUM MANAGEMENT, LP
By: Macellum Advisors GP, LLC,
its general partner
By:

/s/ Jonathan Duskin

Name: Jonathan Duskin
Title: Sole Member
MCM MANAGERS, LLC
By: MCM Management, LLC,
its managing member


By:

/s/ Jonathan Duskin

Name: Jonathan Duskin
Title: Managing Member
MCM MANAGEMENT, LLC
By:

/s/ Jonathan Duskin

Name: Jonathan Duskin
Title: Managing Member

/s/ Jonathan Duskin

JONATHAN DUSKIN
EX-99.1 2 d899402dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

April 1, 2015

Paul L. Snyder

Chairman of the Board

Christopher & Banks Corporation

2400 Xenium Lane North

Plymouth, MN 55441

Dear Mr. Snyder,

Macellum Advisors GP, LLC and its affiliated funds (“Macellum”) own approximately 5.2% of the outstanding common stock of Christopher & Banks Corporation (the “Company” or “Christopher & Banks”). Macellum and its partners have substantial experience investing in consumer and retail companies and helping companies improve their long-term financial and share price performance. Macellum’s historical investments include: The Children’s Place, Collective Brands, GIII Apparel Group, Hot Topic, Charming Shoppes and Warnaco.

Despite recent declines in profitability over the last several quarters, we believe that Christopher & Banks is an attractive investment opportunity due to its exceptional brand recognition within its targeted demographic audience and its loyal customer base. We also believe that the Company has a significant opportunity to expand margins through its Missy, Petites and Woman’s (“MPW”) conversion program as well as by utilizing its new inventory management tools to improve sales and gross margins. The Company is unique in its approach of utilizing customers in local fashion shows to highlight each season’s apparel trends. We understand the Company generates a significant portion of its sales during these fashion shows and from the models themselves.

Unfortunately, the Company trades at a depressed valuation and has dramatically underperformed its peers as well as retail and consumer indexes over the short and long term. We believe this low valuation and underperformance is a reflection of shareholders’ loss of confidence in the Company’s ability to execute its plans and achieve its long term profitability targets. There has been a revolving door of CEOs and we believe that, in aggregate, the Company’s Board of Directors (the “Board”) is not providing the proper oversight and does not have the requisite skill set to lead Christopher & Banks to achieve its full potential. We also believe that the Board is insular and would benefit from greater diversity in its composition. Its current makeup is heavily skewed toward Minneapolis-based business people who, we believe, do not have the specialty apparel retailing background required to lift the Company from its current state of decline.

99 Hudson Street  Ÿ  5th Floor  Ÿ  New York, NY 10013


Stock Price Performance    10YR   5YR   1YR   YTD
     (3/31/05-3/26/15)   (3/31/10-3/26/15)   (3/31/14-3/26/15)   (12/31/14-3/26/15)

CBK1

   (66%)   (33%)   (10%)   (12%)

S&P 500 Retail Index1

   221%   157%   19%   4%

S&P 500 Index1

   115%   95%   12%   0%

Russell 200 Index1

   129%   94%   6%   3%

Peer Group Average1,2

   142%   103%   21%   11%

Source: Bloomberg L.P.

One of the few bright spots in the Company’s history over the last decade occurred during the leadership of Mr. Joel Waller. Under Mr. Waller’s leadership same store sales, margins and EBITDA improved dramatically. As you are well aware, we recently approached the Company on a friendly basis to offer assistance in the form of expertise and advice from Mr. Waller and other highly qualified potential Board members, to help improve the operations of the business and were rebuffed. Rather than consider other well-qualified directors, the Board informed us that it would aggressively fight any nominations. As investors interested in helping create long term value we chose to give the Board the chance to do the right thing on its own and not to pursue a protracted and costly proxy battle, at least for the 2015 annual meeting. However, we intend to do everything within our ability to enhance the value of our investment and as part of that process will be intently focused on the Company’s results and the Board’s performance.

Further, we are dismayed by the most recent addition to the Board. We approached the Company on a friendly basis on Friday March 27th. The Board refused to listen to one of their largest shareholders and we were summarily dismissed. Instead of taking input from an investor with a material economic interest in the Company, extensive experience in the sector and past success with the Company the Board decided to add to its ranks someone else with no vested interest in the Company. This type of Board behavior is further evidence to us that the Board is composed of an insular group of Directors uninterested in listening to its shareholders. Unfortunately, we think that, while the Board is aware of its weaknesses, the current Board lacks the fortitude to make the tough choices that are required of fiduciaries. Instead it increases the number of directors to nine, a number too large for a Company of this size, at the additional expense to the shareholders.

We believe that, based on our experience with the Company and analysis of its performance, with the proper governance and oversight, the Company should be capable of achieving management’s stated long term goal of high single digit operating margins as well as delivering meaningful revenue growth by gaining back lost market share within its target demographic. Lastly, given the heightened interest potential acquirers have shown in the missy segment, we also believe there could be an opportunity to maximize shareholder value through a potential sale.

I. Background

Christopher & Banks developed into a very profitable specialty retailer with a dominant presence in its target demographic under long time CEO William Prange’s leadership. At the time of his retirement in 2005 the Company had sales of $490.5mm, EBITDA3 of $66.5mm and operating margins of 9.7%. Unfortunately, after Mr. Prange’s departure the Board’s short-comings started to become apparent. The Company appointed four CEOs in five years from 2005 to 2010. For the last appointment of that period the Board named its own Chairman, who had no apparel retailing background, as its CEO. Over the tenure of the five different CEOs, EBITDA fell over $100mm to a loss of $(39)mm.

 

2


II. The Waller Era

Mr. Waller joined the Company as President in December 2011 and, when it became apparent another CEO change was vital for the Company’s survival, he was elevated to CEO in February 2012. Under Mr. Waller’s leadership same store sales, margins and EBITDA improved dramatically. Once Mr. Waller returned the Company to its historic merchandise leadership, customers returned in large numbers. Mr. Waller was also responsible for implementing the tests that have morphed into the Company’s very successful MPW initiative.

 

(Ending)

Waller’s Tenure

   Jan-12
4Q11
    Apr-12
1Q12
    Jul-12
2Q12
    Oct-12
3Q12
    Feb-13
4Q12
    May-13
1Q13
    Aug-13
2Q13
 

Same-Store Sales

     (18.0 %)      (14.6 %)      5.5     13.7     18.5     23.4     7.7

YoY EBITDA Change

     ($16     ($5     ($2   $ 16      $ 28      $ 13      $ 5   
              

YoY Bp Change

              

Gross Margins

     (1,585     (602     (462     984        2,307        1,104        575   

EBIT Margins

     (1,277     (682     (68     1,530        2,718        1,504        663  

Source: Bloomberg L.P. and Company filings. Dollars in millions.

III. The Board Hires LuAnn Via

Inexplicably, after a remarkably brief turnaround, the Board decided to remove Mr. Waller as CEO. Furthermore, we believe the Board acted against the will of shareholders, many of whom expressed shock over the decision to make a change at that juncture.

Ms. Via’s prior experience was as President and CEO of Payless Shoesource (“Payless”). During her tenure there Payless struggled and was eventually sold to private equity sponsors in an attempt to maximize shareholder value.

 

(Ending)

   Jan-09
FY09
    Jan-10
FY10
    Jan-11
FY11
    Jan-12
FY12
    Jul-12
TTM 2Q13
 

Payless Sales

     2,635.4     $ 2,576      $ 2,520      $ 2,429      $ 2,433   

Payless Adjusted EBIT

     114.2     $ 135      $ 131      $ 10      $ 35   
          

YoY % Change

          

Payless Sales

     (3 %)      (2 %)      (2 %)      (4 %)      (1 %) 

Payless Adjusted EBIT

     (15 %)      18     (3 %)      (92 %)      (52 %) 

Source: Company filings. Dollars in millions. Excluding Performance + Lifestyle segment.

Shortly after Mr. Waller’s departure the Company’s same store sales again turned negative and the Company began to miss its projections. We are concerned that Ms. Via has undone many of the positive changes Mr. Waller implemented during his tenure that had caused the significant improvement in results.

 

3


Sales Post Mr. Waller’s Tenure

(Ending)

   Nov-13
3Q13
    Feb-14
4Q13
    May-14
1Q14
    Aug-14
2Q14
    Nov-14
3Q14
    Jan-15
4Q14
 

Sales

     0.7     (9.5 %)      (4.7 %)      2.3     (6.3 %)      (6.6 %) 

Same-Store Sales

     4.9     (1.4 %)      (0.2 %)      2.6     (7.6 %)      (7.5 %) 

Source: Company filings.

On October 7, 2014 the Company meaningfully lowered its guidance and the Company’s stock price fell 26%. Management has detailed a long list of potential culprits for the sharp decline including continued softness in mall traffic, lower than expected sales from its September fashion show, as well as late receipts associated with the West Coast port strike. In our minds the fashion show is an unsettling indication that the customer base is not responding well to the merchandise changes made since Mr. Waller’s departure. Further, we were surprised by the magnitude of the impact of the West Coast port strike as no retailer we follow has been hurt to this degree. We are worried that there may be other issues impacting the Company’s ability to connect with its customer base that are being masked by the port strike which might not become apparent for several quarters as the Company continues to work through the negative impact of the strike.

 

     9/3/2014      10/7/2014      12/4/2014      1/9/2015      3/25/2015  

3Q14 Sales Guidance

   $ 122-$124mm       $ 114-$118mm            

3Q14 Sales Results

         $ 110.6mm         

4Q14 Sales Consensus

      $ 110mm       $ 107mm         

4Q14 Sales Guidance

         $ 94-$98mm       $ 96-$98mm      

4Q14 Sales Results

               $ 98mm   

1Q15 Sales Consensus

               $ 108mm   

1Q15 Sales Guidance

               $ 90-$94mm   
              

2014 Consensus EPS

   $ 0.48       $ 0.40       $ 0.30       $ 0.30         —     

2015 Consensus EPS

   $ 0.48       $ 0.43       $ 0.31       $ 0.30       $ 0.13   

2016 Consensus EPS

   $ 0.80       $ 0.60       $ 0.46       $ 0.45       $ 0.30   

Source: Bloomberg L.P. estimates and Company filings.

During its third quarter financial update on October 7, 2014, management commented that, “we have seen recent improvements in the sell-through of fashion merchandise and continued strong margins in our core offerings. We continue to be highly focused on carefully managing inventory and SG&A expenses. We remain committed to our key initiatives of enhancing our merchandise assortments and presentation, improving our store environment and customer experience, and increasing our sales per store with our conversions to the MPW format. With a number of these initiatives gaining traction, we remain confident that we are on the right path to achieve long-term growth and profitability.

Unfortunately shortly after that statement, on the December 4, 2014 Q3 earnings call, management pushed back its high single digit operating margin target by one year and set Q4 guidance below analysts expectations. The stock price fell another 28%.

The most recent earnings disappointment came last week when Company management guided 1Q15 and FY15 significantly below analyst expectations and the stock fell another 10%. Again, it is unquestionable that the port strike has had an impact on companies in this sector; however, we believe no other retailers have felt it to this degree. Further, when discussing the financial goals of the Company, management has historically committed to a time table. Oddly, when management discussed the Company’s financial goals on this conference call the targets were only described as their “long term goals.” We worry that neglecting to give a specific time table for achieving the targets was an acknowledgement of a lowered degree of confidence in ultimately achieving the results in a timely fashion.

 

4


IV. Weak Board Governance and Oversight

Since the resignation of the Company’s founder in 2005 the Board has gone through many changes. We believe that on the whole, the current Board’s oversight has been weak. While we have been very disturbed by this recent turn of events, it is unfortunately not the only decision this Board has made that causes us concern. The Board’s decision to replace Mr. Waller when they did, as well as its decision to conduct a CEO search without Mr. Waller’s involvement or input was also very questionable to us. We believe that the Board was deaf to the pleas of many shareholders who expressed concern that the Board was making a mistake and that the business recovery was too nascent to have more change inflicted upon it. Without proper leadership and governance we are fearful that the Company’s results will continue to deteriorate. We believe the Board, on the whole, has not exercised good judgment and has a long history of poor decisions.

 

    We believe that the Board has been careless with the Company’s cash. The Board voted to continue paying a dividend for over 3 years while the Company’s operating earnings were deteriorating significantly. The Company paid out over $25mm during that period (an amount that represents over 10% of the Company’s present market capitalization). It wasn’t until December 2011, when facing an annual loss of $(39)mm in EBITDA, that they chose to suspend the dividend.

 

    We question the wisdom behind hiring a new CEO whose prior CEO experience was in footwear with disappointing results.

 

    We believe that the Board failed to direct the Company to develop contingency plans to deal with the West Coast port strike. Many retailers have discussed the impact of the port strike but we believe Christopher & Banks to be one of the most severely impacted. What is particularly troubling from an oversight perspective is that the potential for a port strike, surfaced last summer. We are confident that a board of directors with more relevant experience would have been able to anticipate such a potential systemic operating issue. Additionally, we believe that a board of directors with meaningful economic exposure to the outcomes of a company’s performance would not sit idly by while this type of disaster was percolating.

 

    We wonder where the Board oversight was while the Company was communicating its third quarter and 2014 guidance to shareholders, guidance which was lowered one month later. We believe that most operators are optimistic by nature and it is the board’s job to weigh multiple variables outside the Company’s immediate purview and temper that optimism with realism.

 

    Lastly, and particularly worrisome given the initial third quarter guidance cited above, are the recent stock sales by Board directors just weeks before the Company was forced to lower its guidance. The magnitude of the sales also leaves us questioning the Board’s commitment to the Company.

 

Date

   Board Member    Type of Sale    Shares     Price      % of Ownership Sold  

9/5/2014

   Paul Snyder    Open Market Sale      (20,000   $ 10.56         16

9/5/2014

   Anne Jones    Open Market Sale      (40,000   $ 10.67         31

9/11/2014

   David Levin    Open Market Sale      (14,480   $ 10.61      

9/12/2014

   David Levin    Gift \ Disposition \ Open Market Sale      (8,520   $ 10.64         36

11/21/2014

   Mark Cohn    Other Disposition      (25,000   $ 7.10         43 %

Source: Bloomberg L.P. and Company filings.

 

5


V. Offers to Help Denied

Under Mr. Waller’s leadership, we believe that the Company was saved from a potential bankruptcy and was able to deliver a merchandise strategy that immediately resonated with its target audience. Mr. Waller has an extensive resume of successful retail turnarounds. We are frankly dumbfounded by the Board’s decision not to embrace someone with his track record and successful history at the Company. The Board’s refusal to even sit down and listen to us while simultaneously moving to add a new director speaks volumes about their poor judgment, weak governance and indifference to the constituency they are supposedly appointed to represent. At this juncture we are prepared to wait and see how much of the spate of negative results and negative earnings revisions were in fact due to variables outside of the Company’s control. However, as the Company’s third largest shareholder we will continue to engage the Company and the Board in hopes of putting the Company back on the right track as quickly as possible and will not sit patiently for long.

Sincerely,

/s/ Jonathan Duskin

Jonathan Duskin

Macellum Advisors GP, LLC

 

6


About Macellum Advisors GP, LLC

Macellum Advisors GP, LLC was formed in July 2009 by Jonathan Duskin. Macellum and its partners, through their in-depth sector knowledge, are dedicated to identifying investment opportunities in the consumer and retail sector. Mr. Duskin has focused on the consumer and retail sector for over 15 years and his partners have extensive operating history, collectively serving as CEOs and Directors of over two dozen leading companies in the sector. Mr. Duskin has a long track record of enhancing value in turnaround investments by overseeing and implementing new merchandise and marketing strategies, operational reorganizations, cost cutting programs, balance sheet restructurings and effective board governance.

Important Disclosures

Any views expressed in the above letter represent the opinion of Macellum, whose analysis is based solely on publicly available information. No representation or warranty, express or implied, is made as to the accuracy or completeness of any information contained therein. Macellum expressly disclaim any and all liability based, in whole or in part, on such information, any errors therein or omissions therefrom. Macellum also reserve the right to modify or change their views or conclusions at any time in the future without notice. The information contained in the letter does not recommend the purchase or sale of any security nor is it an offer to sell or a solicitation of an offer to buy any security. Furthermore, the information contained in the letter is not intended to be, nor should it be construed or used as, investment, tax or legal advice. No representation or warranty is made that Macellum’s investment processes or investment objectives will or are likely to be achieved or successful or that Macellum’s investments will make any profit or will not sustain losses. Past performance is not indicative of future results. Nothing contained in the letter should be taken as any form of commitment on the part of Macellum to take any action in connection with any particular security. Macellum and their respective affiliates are in the business of buying and selling securities. They have, and may in the future, buy, sell or change the form of their respective positions in any security for any or no reason whatsoever. Macellum have neither sought nor obtained the consent from any third party to use any statements or information contained in the letter that have been obtained or derived from statements made or published by such third parties. Any such statements or information should not be viewed as indicating the support of such third parties for the views expressed herein.

 

1 Source: Bloomberg L.P. Returns are calculated assuming the reinvestment of dividends.
2 Source: Peer Group Average includes AEO, ANN, ASNA, CHS, EXPR, GPS, LB, LULU, and URBN.
3 Source: EBITDA is calculated as reported operating income plus asset impairment charges plus depreciation and amortization.
4 Calculated using 36,929,420 shares as of November 28, 2014.

 

7

EX-99.2 3 d899402dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

Transactions in Securities of the Issuer During the Past Sixty Days

The following table sets forth all transactions with respect to shares of Common Stock or options to purchase or sell shares of Common Stock effected in the last sixty days by any of the Reporting Persons or on behalf of any of the Reporting Persons. All such transactions were purchases or sales of shares of Common Stock or purchases or sales of options to purchase or sell shares of Common Stock effected in the open market through brokers, and the table excludes commissions paid in per share prices.

 

     Number of Shares      Price Per      Date of  

Type of Security

   Purchased / (Sold)      Share($)      Purchase / Sale  
Macellum Retail Opportunity Fund, LP   

Common Stock

     6,000         5.33         3/19/2015   

Common Stock

     10,000         5.48         3/20/2015   

Common Stock

     66,207         5.64         3/20/2015   

Common Stock

     63,915         5.84         3/23/2015   

Common Stock

     90,440         5.85         3/23/2015   

Common Stock

     145,000         5.90         3/24/2015   

Common Stock

     140,000         5.92         3/24/2015   

Common Stock

     (1,500      5.38         3/24/2015   

Common Stock

     289,607         5.23         3/25/2015   

Common Stock

     398,689         5.27         3/25/2015   

Common Stock

     200,000         5.25         3/26/2015   

Common Stock

     104,448         5.24         3/26/2015   

Common Stock

     153,270         5.30         3/27/2015   

Common Stock

     73,930         5.44         3/27/2015   

$5 Call options due May 15, 2015

     140,000 1       .71         3/27/2015   

 

1  Represents shares underlying American-style call options which are exercisable through May 15, 2015.


Macellum Capital Management, LLC   

Common Stock

  (4,730   5.30      2/9/2015   

Common Stock

  3,000      5.18      2/20/2015   

Common Stock

  (3,000   5.16      2/20/2015   

Common Stock

  3,700      5.06      2/23/2015   

Common Stock

  (8,437   4.91      2/24/2015   

Common Stock

  3,222      5.84      3/23/2015   

Common Stock

  4,560      5.85      3/23/2015   

Common Stock

  16,730      5.30      3/27/2015   

Common Stock

  8,070      5.44      3/27/2015   
EX-99.3 4 d899402dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Christopher & Banks Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

EXECUTED as of this 1st day of April, 2015.

 

MACELLUM RETAIL OPPORTUNITY FUND, LP
By: Macellum Advisors GP, LLC,
its general partner
By:

/s/ Jonathan Duskin

Name:  Jonathan Duskin
Title: Sole Member
MACELLUM CAPITAL MANAGEMENT, LLC
By: MCM Managers, LLC,
its managing member
By: MCM Management, LLC,
its managing member
By:

/s/ Jonathan Duskin

Name: Jonathan Duskin
Title: Managing Member
MACELLUM ADVISORS GP, LLC
By:

/s/ Jonathan Duskin

Name: Jonathan Duskin
Title: Sole Member
MACELLUM MANAGEMENT, LP
By: Macellum Advisors GP, LLC,
its general partner
By:

/s/ Jonathan Duskin

Name: Jonathan Duskin
Title: Sole Member


MCM MANAGERS, LLC
By: MCM Management, LLC,
its managing member
By:

/s/ Jonathan Duskin

Name:  Jonathan Duskin
Title: Managing Member
MCM MANAGEMENT, LLC
By:

/s/ Jonathan Duskin

Name: Jonathan Duskin
Title: Managing Member

/s/ Jonathan Duskin

JONATHAN DUSKIN
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