8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 31, 2009

CHARMING SHOPPES,INC.

(Exact name of registrant as specified in its charter)

PENNSYLVANIA	000-07258	23-1721355
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

3750 STATE ROAD, BENSALEM, PA  19020

(Address of principal executive offices) (Zip Code)

(215) 245-9100

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.  Regulation FD Disclosure.

On March 31, 2009 we issued a press release announcing that we are scheduled to  participate in The Telsey Advisory Group 1st annual Consumer Conference on Wednesday, April 1, 2009 at 1:10 p.m., Eastern time.

Alan Rosskamm, Chairman of the Board of Directors and Interim Chief Executive Officer, and Eric M. Specter, Executive Vice President and Chief Financial Officer, will deliver our presentation at the conference.

Our audio presentation will be available live at http://www.wsw.com/webcast/tag2/chrs and our slide presentation will be available at http://www.charming.com/investors/manage/index.asp.  A copy of the slide presentation is attached as Exhibit 99.1 to this Report.

Our presentation will contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning our operations, performance, and financial condition.  Such forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those indicated.  Such risks and uncertainties may include, but are not limited to: the failure to find a suitable permanent replacement for our former Chief Executive Officer within a reasonable time period; the failure to consummate our identified strategic solution for our non-core assets; the failure to effectively implement our planned consolidation, cost and capital budget reduction plans and store closing plans; the failure to implement our business plan for increased profitability and growth in our retail stores and direct-to-consumer segments; the failure to effectively implement our plans for a new organizational structure and enhancements in our merchandise and marketing; the failure to effectively implement our plans for the transformation of our brands to a vertical specialty store model; the failure to achieve increased profitability through the adoption by our brands of a vertical specialty store model; the failure to achieve improvement in our competitive position; the failure to continue receiving financing at an affordable cost through the availability of our credit card securitization facilities and through the availability of credit we receive from our suppliers and their agents; the failure to maintain efficient and uninterrupted order-taking and fulfillment in our direct-to-consumer business; changes in or miscalculation of fashion trends; extreme or unseasonable weather conditions; economic downturns; escalation of energy costs; a weakness in overall consumer demand; the failure to find suitable store locations; increases in wage rates; the ability to hire and train associates; trade and security restrictions and political or financial instability in countries where goods are manufactured; the interruption of merchandise flow from our centralized distribution facilities; competitive pressures; and the adverse effects of natural disasters, war, acts of terrorism or threats of either, or other armed conflict, on the United States and international economies.  These, and other risks and uncertainties, are detailed in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended February 2, 2008, our Quarterly Reports on Form 10-Q and our other filings with the Securities and Exchange Commission.  We assume no duty to update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

In accordance with general instruction B.2 to Form 8-K, the information included in this Item 7.01, and the exhibit attached hereto, shall be deemed to be “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01.  Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Charming Shoppes, Inc. slide presentation dated April 1, 2009.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHARMING SHOPPES, INC.
	(Registrant)
Date:  April 1, 2009	/S/ ERIC M. SPECTER
	Eric M. Specter
	Executive Vice President
	Chief Financial Officer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Charming Shoppes, Inc. slide presentation dated April 1, 2009.

3

EX-99.1

EXHIBIT 99.1

1ST ANNUAL
CONSUMER CONFERENCE

Charming Shoppes, Inc.

April 1, 2009

Telsey Advisory Group
1st Annual Consumer ConferenceApril 1, 2009

Charming Shoppes, Inc.

3

This presentation contains certain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 concerning the Company's operations, performance, and financial condition.
Such forward-looking statements are subject to various risks and uncertainties that could cause actual results
to differ materially from those indicated. Such risks and uncertainties may include, but are not limited to: the
failure to find a suitable permanent replacement for the Company's former Chief Executive Officer within a
reasonable time period, the failure to consummate our identified strategic solution for our other non-core
assets, the failure to effectively implement our planned consolidation, cost and capital budget reduction plans
and store closing plans, the failure to implement the Company's business plan for increased profitability and
growth in the Company's retail stores and direct-to-consumer segments, the failure to effectively implement the
Company's plans for a new organizational structure and enhancements in the Company's merchandise and
marketing, the failure to effectively implement the Company's plans for the transformation of its brands to a
vertical specialty store model, the failure to achieve increased profitability through the adoption by the
Company's brands of a vertical specialty store model, the failure to achieve improvement in the Company's
competitive position, the failure to continue receiving financing at an affordable cost through the availability of
our credit card securitization facilities and through the availability of credit we receive from our suppliers and
their agents, the failure to maintain efficient and uninterrupted order-taking and fulfillment in our direct-to-
consumer business, changes in or miscalculation of fashion trends, extreme or unseasonable weather
conditions, economic downturns, escalation of energy costs, a weakness in overall consumer demand, the
failure to find suitable store locations, increases in wage rates, the ability to hire and train associates, trade and
security restrictions and political or financial instability in countries where goods are manufactured, the
interruption of merchandise flow from the Company's centralized distribution facilities, competitive pressures,
and the adverse effects of natural disasters, war, acts of terrorism or threats of either, or other armed conflict,
on the United States and international economies. These, and other risks and uncertainties, are detailed in the
Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on
Form 10-K for the fiscal year ended January 31, 2009, our Quarterly Reports on Form 10-Q and other
Company filings with the Securities and Exchange Commission. Charming Shoppes assumes no duty to
update or revise its forward-looking statements even if experience or future changes make it clear that any
projected results expressed or implied therein will not be realized.

Forward-Looking Statements

4

Alan Rosskamm
Chairman of the Board and
Interim Chief Executive OfficerEric M. Specter
Executive Vice President and
Chief Financial Officer

Alan Rosskamm
Chairman of the Board and
Interim Chief Executive OfficerEric M. Specter
Executive Vice President and
Chief Financial Officer

5

6

4th Quarter Review

•4th Quarter Loss In Line With Our Guidance

>Beginning To Experience Some Stability In Our
Retail Merchandise Margins, With Improvement
At Lane Bryant And Fashion Bug During The
Quarter

>Aggressive Management Of Expenses,
Resulting In Decreases Of $24 Million, Year
Over Year

7

($ in millions)	1/31/09	2/2/08
Cash and Available-For-Sale Securities	$100	$74
Merchandise Inventories	$267	$330
Borrowings On Revolving Line Of Credit	$0	$0
Long-Term Debt1	$312	$315

•We Navigated Through One Of The Most Challenging Retail Environments
In Decades And Grew Cash In Both The 4th Quarter And Fiscal Year

•We Generated Approximately $26 Million In Cash During The 4th Quarter,
Through:

•Tightly Managed Inventories, Down 19% From Beginning Of Year

•Decreases In Expenses And Capital Expenditures

(1) $275 Million Of Long-Term Debt Is Due 2014

Selected Balance Sheet Data

8

Strategies To Navigate This Economic
Climate And Ensure Our Long-Term Viability

•Focus On Our Core Brands

•Execute On Our Business Transformation Initiatives

•Capital Structure And Liquidity Position

•Generate Free Cash Flow

9

Focus On Our Core Brands:
Simplifying Our Business

•Sale Of Non-Core Misses Catalogs And Related Credit
Receivables

•Discontinuance Of The Lane Bryant Woman™ Catalog, Figure
Magazine, Petite Sophisticate Retail And shoetrader.com

•Exploration Of The Sale Of Figi’s Gifts In Good Taste Catalog
Business

•Consolidated Our New York City And Tucson E-Commerce
Operations Into Our Bensalem Corporate Offices

10

•#1 Market Share In Women’s Specialty Plus
Apparel, With More Than 40% Share

•#2 Market Share In Women’s Plus Apparel, With
More Than 10% Share, Second Only To Wal-Mart

•Lane Bryant’s Cacique® Brand Is The Leading
Intimate Apparel Brand In Specialty Plus-Sizes

*Derived From NPD Group Research

Focus On Our Core Brands:
Our Leadership Positions*

11

Focus On Our Core Brands:
Experienced Brand Leaders

•Brian Woolf - President, Lane Bryant (7/9/08)

>Former CEO, Cache

•Jay Levitt - President, Fashion Bug (9/22/08)

>Former President and CEO, May Merchandising

>Former President and CEO, Robinsons May

•Carol Williams - President, Catherines (10/13/08)

>Former President, May International

>Former President and CEO, Jacobson’s

12

Focus On Our Core Brands

•Our Brand Leaders Have:

>Created Improved Strategies To:

•Develop A Culture Of Intense Focus On Their Core Customer

•Develop A Unique Fashion Point-Of-View Specifically For That
Customer

•Increase The Percentage Of Directly-Sourced Product

•Enhance The Price/Value Equation

•Increase Product Turnover

>Recruited Strong Executives To Build Design Capability

>Cleared Inventories And Reduced Go-forward Receipt Flows

>Reduced Overlapping Promotions

13

Business Transformation Initiatives:
Vertical Design Strategy

•Design And Develop More Compelling Fashion Assortment,
With Better Value To Our Customers

•Higher Percentage Of Directly-Sourced Fashion Product

•Aligned With Model That Successful Specialty Retailers Employ

•Begins In Fall 2009; More Fully Implemented By Spring 2010

•Drive Sales, Decrease Lead Times, Increase Gross Margins

•Goal: To Enhance Our Competitive Position And Improve Our
Financial Results Over Time

14

Business Transformation Initiatives:
E-commerce Strategy

•Currently Finalizing Plans To Outsource Our
E-commerce Platform

•All Core Brands To Share Common
Infrastructure By This Fall

•Objectives Include:

>Providing An Improved Online Experience

>Increasing Customer Conversion Rates

>Substantially Growing Our Brands’ E-commerce
Penetration In The Second Half Of This Year

15

We Are The Experts

•As The Leader In Women’s Specialty
Plus-size Apparel, We Are Committed
To Changing Our Business Model In
Order To Serve Our Core Customer Like
No One Else Can

16

*Management Estimates

Business Transformation Initiatives:
Cost Savings Program

•We Expect To Achieve $125 Million In
Savings In Fiscal Year 2010* As Compared
To Fiscal Year 2009

•Major Areas To Achieve Savings

>Corporate And Brand Overhead

>Real Estate

>Non-merchandise Expense

>Supply Chain

>Store Operations

17

Capital Structure:

Revolving Line of Credit And Convertible Debt

•Revolving Line of Credit

>No Borrowings At End Of Fiscal Year 2009

>$375 Million Committed Line Of Credit, In Effect Until July 2010

>Debt Structure Includes No Financial Covenants Until We Have
Borrowed 90% Of Availability

•Convertible Debt

>$275 Million Convertible Debenture Issued In April 2007

>1.125% Notes Due 2014

>No Financial Covenants

18

Capital Structure:

Asset Securitization Program

* Management Estimates

•We Securitize Our Proprietary Credit Card Receivables In
Order To Improve Overall Liquidity

•Balances As of January 31, 2009:

>We Had $536 Million Of Securitized Credit Card Receivables
Outstanding

>We Hold Certificates And Retained Interests On Our Balance Sheet Of
$94 Million

•Availability Under Our Asset Securitization Program
Through January 2010

>Recently Renewed Conduit Facilities Provide $155 Million In Capacity,
In Addition To Term Financing

>Funding Capacity Exceeds Anticipated Needs Through January 2010*,
Due To Declining Receivables Balances

19

Free Cash Flow Sensitivity Analysis*:

*Management Estimate

•Fiscal Year Ending January 30, 2010

>If Comparable Store Sales Continue At Low Double
Digit Declines, We Will Generate Positive Free
Cash Flow

>If Comparable Store Sales Decrease In The Mid
Double Digits, We Will Be Cash Flow Neutral

20

*Management Estimate

Free Cash Flow Generation*

•Key Contributors To Positive Free Cash Flow In
Fiscal Year 2010

>Working Capital - A Meaningful Source Of Cash Flow

•Continued Decreases In Inventory Across The Retail
Brands

•Gross Margin Improvement

>Execution Of Our Cost Reduction Program

>Significant Reductions In Capital Expenditures To
Maintenance Levels

21

*Management Estimates

Tightly Managed Inventories

•Inventory Decreased 19% At End Of Fiscal Year
2009, With Continued Reductions Planned For
Fiscal Year 2010*

•Receipts Planned Down* With Improved Inventory
Turnover

•Will Drive Recovery In Gross Margins Before
Improvement In The Top Line

22

•Over The Last Two
Years, Our Capital
Budget Has Been
Cut By Over $90
Million

•FY 2010 Will See
Almost No New Real
Estate Added And
Deferral Of Other
Non-Essential
Capital Projects

-58%

-50%

(e) Management Estimate

Pared-Back Capital Expenditures

23

* Management Estimate

In Summary*

•We Are Intensely Focused On Our Core Retail Brands And
Serving The Plus Apparel Customer

•The Execution Of Our Merchandising Initiatives Will Enable
Us To Provide More Targeted Fashions And Better Value
For Our Customers

•We Continue To Maintain A Strong Balance Sheet And
Liquidity

•Substantial Reductions In Operating Expenses And Strong
Inventory Management Allow Us To Expect Positive Free
Cash Flow In This Difficult Economy

24

Request for Materials

•In Support Of A Cleaner Environment, We Have Not Brought
Investor Materials For Distribution

•Should You Wish To Have Materials Sent To You, Please
Request Materials By Visiting Our Website At
https://www
.charmingshoppes.com/investors/contact/contactus.asp Or By
Emailing Us At IR@charming.com

Telsey Advisory Group
1st Annual Consumer ConferenceApril 1, 2009

Charming Shoppes, Inc.

26

Addendum

27

Our Core Brands

28

Classic

Fashion

Value

Moderate

Better

Brand Differentiation

29

www.lanebryant.com

She Is 35-55 Years Old

She Loves Sophisticated Fashion

She Is A Contemporary Woman
Of Many Lifestyles - Work,
Casual, Active

892 Retail and Outlet Stores

Key Differentiators:

Fashion and Lifestyle

30

www.fashionbug.com

31

www.catherines.com

She’s Our Baby-Boomer

She Considers FIT Critical

She is a Career Woman

Her Fashion Tastes Tend Toward
Classic Apparel

Offering Plus-Sizes, Petite Plus-
Sizes, and Extended Plus-Sizes

463 Retail Stores

Key Differentiators:

Fit and Special Sizes

32

Our Retail Stores

33

Lane Bryant Real Estate Overview

•786 Full Line Stores And 106 Outlet Stores In 47 States

•132 Lane Bryant Intimate Apparel Stores

•50% Of Stores In Strip Or Lifestyle Centers

•Total Square Footage, 5.3 Million Feet; Average Store 5,900 S.F.

34

Fashion Bug Real Estate Overview

•877 Full Line Stores And 20 Fashion Bug Plus Stores In 43 States

•Total Square Footage, 7.8 Million Feet

•Average Store 8,700 S.F.

35

Catherines Real Estate Overview

•463 Full Line Stores In 44 States

•Total Square Footage, 1.9 Million Feet

•Average Store 4,200 S.F.

36

•#1 Market Share In Specialty Plus-Size
Intimate Apparel*

•Lane Bryant’s Cacique® Intimate Apparel
Is The Leading Brand in Specialty Plus-
Sizes*

Leading Market Share In
Plus Intimate Apparel

*Source: Derived from NPD Group Research

37

*Source: Derived from NPD Group Research

Leading Market Share In Plus Denim

•We Hold The #1 Market Share In Specialty
Plus-Size Denim*

•Lane Bryant’s Venezia® Private Label Is
The Leading Jean In Specialty Plus-Sizes*

38

Right Fit Is The Result Of
One Of The Most
Extensive Sizing Studies
Ever Conducted By A
Major Retailer

Our Efforts Have Led Us
To Define Three Basic Fits
That Fit And Flatter Like
Never Before

Telsey Advisory Group
1st Annual Consumer ConferenceApril 1, 2009

Charming Shoppes, Inc.