-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IR1THshtGr9MWw77+oVb8fl0Jrn7aSg3HbNe6qu65/qO8BIkODBXMiksdJFZG/fc nb2vhYwY0wJlB8dcNVDs6w== 0000357235-08-000124.txt : 20080214 0000357235-08-000124.hdr.sgml : 20080214 20080214091044 ACCESSION NUMBER: 0000357235-08-000124 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHARMING SHOPPES INC CENTRAL INDEX KEY: 0000019353 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 231721355 STATE OF INCORPORATION: PA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33215 FILM NUMBER: 08608698 BUSINESS ADDRESS: STREET 1: 450 WINKS LANE CITY: BENSALEM STATE: PA ZIP: 19020 BUSINESS PHONE: 2152459100 MAIL ADDRESS: STREET 1: 450 WINKS LANE CITY: BENSALEM STATE: PA ZIP: 19020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Clearbridge Advisors, LLC CENTRAL INDEX KEY: 0001348883 IRS NUMBER: 010846058 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 800-691-6959 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: CAM North America, LLC DATE OF NAME CHANGE: 20060105 SC 13G/A 1 charmingshoppes.txt CHARMING SHOPPES Securities and Exchange Commission Washington, D. C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 ) Charming Shoppes Inc Common Stock CUSIP Number 161133103 Date of Event Which Requires Filing of this Statement: 12/31/2007 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ X ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - CUSIP No. 161133103 1) Name of reporting person: ClearBridge Advisors, LLC Tax Identification No.: 01-0846058 2) Check the appropriate box if a member of a group: a) X b) n/a 3) SEC use only 4) Place of organization: DE Number of shares beneficially owned by each reporting person with: 5) Sole voting power: 6) Shared voting power: 11,647,180 7) Sole dispositive power: - 0 - 8) Shared dispositive power: 14,129,696 9) Aggregate amount beneficially owned by each reporting person: 14,129,696 10) Check if the aggregate amount in row (9) excludes certain shares: n/a 11) Percent of class represented by amount in row (9): 12.06% 12) Type of reporting person: IA *assumes conversion/exercise of certain securities held CUSIP No. 161133103 1) Name of reporting person: Smith Barney Fund Management LLC Tax Identification No.: 13-2616913 2) Check the appropriate box if a member of a group: a) X b) n/a 3) SEC use only 4) Place of organization: DE Number of shares beneficially owned by each reporting person with: 5) Sole voting power: 6) Shared voting power: 95,000 7) Sole dispositive power: - 0 - 8) Shared dispositive power: 95,000 9) Aggregate amount beneficially owned by each reporting person: 95,000 10) Check if the aggregate amount in row (9) excludes certain shares: n/a 11) Percent of class represented by amount in row (9): 0.08% 12) Type of reporting person: IA CUSIP No. 161133103 1) Name of reporting person: Clearbridge Asset Management, Inc. Tax Identification No.: 13-3440564 2) Check the appropriate box if a member of a group: a) X b) n/a 3) SEC use only 4) Place of organization: DE Number of shares beneficially owned by each reporting person with: 5) Sole voting power: 6) Shared voting power: 331,617 7) Sole dispositive power: - 0 - 8) Shared dispositive power: 331,617* 9) Aggregate amount beneficially owned by each reporting person: 331,617* 10) Check if the aggregate amount in row (9) excludes certain shares: n/a 11) Percent of class represented by amount in row (9): 0.28% 12) Type of reporting person: IA *assumes conversion/exercise of certain securities held - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Item 1a) Name of issuer: Charming Shoppes Inc Item 1b) Address of issuers principal executive offices: 450 Winks Lane Bensalem, PA 19020 United States Item 2a) Name of person filing: ClearBridge Advisors, LLC Smith Barney Fund Management LLC Clearbridge Asset Management, Inc. Item 2b) Address of principal business office: 399 Park Avenue New York, NY 10022 Item 2c) Citizenship: ClearBridge Advisors, LLC Delaware Limited Liability Corporation Smith Barney Fund Management LLC Delaware Limited Liability Corporation Clearbridge Asset Management, Inc. Delaware Corporation Item 2d) Title of class of securities: Common Stock Item 2e) CUSIP number: 161133103 Item 3) If this statement is filed pursuant to Rule 13d-1(b), or 13d 2(b), check whether the person filing is a: (a) [ ] Broker or dealer under Section 15 of the Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance Company as defined in Section 3(a)(6) of the Act. (d) [ ] Investment Company registered under Section 8 of the Investment Company Act. (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) [ ] Employee Benefit Plan, Pension Fund which is subject to ERISA of 1974 or Endowment Funds; see 240.13d-1(b)(ii)(F). (g) [ ] Parent holding company, in accordance with 240.13d-1(b)(ii)(G), (h) [X] Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4) Ownership: (a) Amount beneficially owned: 14,556,313* (b) Percent of Class: 12.43% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: - 0 - (ii) shared power to vote or to direct the vote: 12,073,797 (iii) sole power to dispose or to direct the disposition of: - 0 - (iv) shared power to dispose or to direct the disposition of: 12,073,797 *assumes conversion/exercise of certain securities held Item 5) Ownership of Five Percent or less of a class: n/a Item 6) Ownership of more than Five Percent on behalf of another person: n/a Item 7) Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company: n/a Item 8) Identification and classification of members of the group: ClearBridge Advisors, LLC Smith Barney Fund Management LLC Clearbridge Asset Management, Inc. Item 9) Notice of dissolution of group: n/a Item 10) Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. -------------------------------- Date February 14, 2008 ClearBridge Advisors, LLC By: /s/ Terrence J. Murphy Terrence J. Murphy, Chief Operating Officer Smith Barney Fund Management LLC By: /s/ Terrence J. Murphy Terrence J. Murphy, Chief Operating Officer Clearbridge Asset Management, Inc. By: /s/ Terrence J. Murphy Terrence J. Murphy, Chief Operating Officer Exhibit A Joint Filing Agreement - -------------------------------------- This Joint Filing Agreement confirms the agreement by and among the undersigned that the Schedule 13G is filed on behalf of (i) each member of the group identified in Item 8 and (ii) the other reporting person(s) identified in Item 6 that may be deemed to beneficially own more than five percent of the issuers outstanding equity securities. ClearBridge Advisors, LLC By: /s/ Terrence J. Murphy Terrence J. Murphy, Chief Operating Officer Smith Barney Fund Management LLC By: /s/ Terrence J. Murphy Terrence J. Murphy, Chief Operating Officer Clearbridge Asset Management, Inc. By: /s/ Terrence J. Murphy Terrence J. Murphy, Chief Operating Officer -----END PRIVACY-ENHANCED MESSAGE-----