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) May 15, 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 May 15, 2009 Alan Rosskamm, the Non-Executive Chairman of our Board of Directors, and James P. Fogarty, our President and Chief Executive Officer, wrote letters to our shareholders that were delivered with our Form 10-K for the fiscal year ended January 31, 2009 and the proxy statement for our annual meeting to be held on June 25, 2009.  These letters included, among other things, commentary on our financial and operating results for the fiscal year ended January 31, 2009.  Copies of these letters are attached as Exhibits to this Report on Form 8-K.

The attached exhibits may 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 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 our 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 January 31, 2009, 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 exhibits 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	Non-Executive Chairman of the Board letter to shareholders dated May 15, 2009.
99.2	President and Chief Executive Officer letter to shareholders dated May 15, 2009.

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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:  May 19, 2009	/S/ ERIC M. SPECTER
	Eric M. Specter
	Executive Vice President
	Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Non-Executive Chairman of the Board letter to shareholders dated May 15, 2009.
99.2	President and Chief Executive Officer letter to shareholders dated May 15, 2009.

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EX-99.1

EXHIBIT 99.1

Dear Shareholder,   May 15, 2009

Amidst the backdrop of a recessionary environment and a sharp downturn in the retailing industry, Charming Shoppes took significant actions in 2008 to permanently change the way we do business,  simplify our operations and focus on our core plus apparel brands – Lane Bryant, Fashion Bug and Catherines.  Our results for the year included a number of non-operating charges related to these actions. Aside from those charges, our operating results were nonetheless extremely disappointing.

During the year, we eliminated a number of non-core businesses to remove distractions and advance our efforts to focus on our core.  Specifically, we sold our non-core misses catalogs and related credit receivables, discontinued the Lane Bryant Woman™ catalog and Figure Magazine, and consolidated our Catherines Plus Sizes home office and New York City e-commerce operations into our Bensalem, Pennsylvania offices.

We recruited new leaders to each of our retail brands, each possessing a high level of executive leadership experience and charged them with developing strategies to focus exclusively on their defined target customer. To support our commitment to changing the way we operate, we hired a seasoned executive to lead our business transformation program. With the addition of this collective leadership, we began the process of increasing internally designed and developed fashion product to present a more compelling fashion assortment that provides better value to our customers. We also began the execution of a significant cost reduction program.

As the Company’s Interim Chief Executive Officer during 2008, I would like to acknowledge the Charming Shoppes’ team for the important changes and progress made to date; yet, note that there is still a vast amount of work to do.

An essential undertaking during the year was our search for a permanent chief executive to drive improved operations and performance, capitalize on our leading position in women’s specialty plus apparel, and lead Charming Shoppes into the future.  Following a rigorous and thorough search, I would like to recognize our Board of Directors for their efforts in the selection and hiring of Jim Fogarty as our new President and Chief Executive Officer.

Jim is an exceptional business leader, with a solid track record of driving results and creating value at a number of multi-brand consumer-based companies. His reputation in building operational excellence and his proven skills in re-energizing strong brands and leading successful turnarounds will complement our team of experienced merchant leaders. Jim most recently was a Managing Director with Alvarez & Marsal ("A&M"), a premier independent global professional services firm. During his nearly 15 years with A&M, he has provided performance improvement, crisis management and restructuring advisory services to numerous companies in various sectors.  Specifically, Jim led successful turnarounds as President and Chief Executive Officer at the American Italian Pasta Company, the largest producer of dry pasta in North America, and as Chief Financial Officer at both Levi Strauss & Co. and The Warnaco Group.

The Board and I are delighted to welcome Jim to Charming Shoppes.  I am pleased to be continuing my long relationship with the Company as I now resume my position as Non-executive Chairman of the Board of Directors.

/S/ ALAN ROSSKAMM

Alan Rosskamm

Non-Executive Chairman of the Board of Directors

Charming Shoppes, Inc.

EX-99.2

EXHIBIT 99.2

 Dear Shareholder,  May 15, 2009

During my initial weeks at Charming Shoppes, I have frequently been asked about my decision to accept the chief executive position, as well as my thoughts on the opportunities for this business.

First, I view Charming Shoppes’ leading position in women's specialty plus apparel as a tremendous asset.  Women’s plus apparel is a market with strong demographic trends and opportunities. Charming Shoppes’ position in this market represents a unique niche - we are not a “me too” retailer, but rather, have a clear reason to be.  In my past consumer products experiences, a clear focus on the core customer and decision-making directed at fulfilling the needs of that customer are critical to driving improved performance. Historically, we have not fully capitalized on our core strength, but intend to do so in the future.

Second, I am pleased with Charming Shoppes’ ample liquidity position.  This liquidity will afford us the time needed to develop and implement strategies to improve our business.  Our liquidity includes year-end balances of cash, cash equivalents and available-for-sale securities of $100 million, and no borrowings outstanding on our $375 million line of credit, which is committed through July 2010. Our 1.125% $275 million convertible notes issued in April 2007 mature in 2014, and contain no financial covenants.  The conduit facilities under our asset securitization program have recently been renewed and provide funding capacity for our proprietary credit receivables program in excess of our anticipated needs through January 2010.   Despite our weak operating performance in 2008, Charming Shoppes generated positive EBITDA and cash flow from continuing operations – a foundation to build upon.

My personal goals for the very short-term include a lot of listening and gaining a detailed knowledge of our operations and practices in order to develop strategies to position us for improved operating performance for the future.

As the leader in women’s specialty plus apparel, we will be intensely focused on serving our core consumer and are committed to changing our business model to do so, and to do so more profitably.

I look forward to leading the Charming Shoppes team into the future, and would like to extend my personal thanks to Alan Rosskamm for his service as Interim Chief Executive Officer to the Company, as well as to thank the Board for its service during these difficult times and for the smooth CEO transition they have provided me.

I am especially attracted to the opportunity to grow this business over time, more fully capitalize on our leading position in its market, and ultimately, increase the value of our enterprise.  I look forward to keeping you informed of our progress.

/S/ JAMES P. FOGARTY

James P. Fogarty

President and Chief Executive Officer

Charming Shoppes, Inc.