-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, UvqnIFoDVIllizHudMjCChd+Y7grfQhtmqGB9gMV/5XgWTyrqWAMz1TJO6kdXkWV kmGkaUGS4ICnPyrV7ufsxw== 0000893220-94-000191.txt : 19940404 0000893220-94-000191.hdr.sgml : 19940404 ACCESSION NUMBER: 0000893220-94-000191 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 19940129 FILED AS OF DATE: 19940401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARMING SHOPPES INC CENTRAL INDEX KEY: 0000019353 STANDARD INDUSTRIAL CLASSIFICATION: 5621 IRS NUMBER: 231721355 STATE OF INCORPORATION: PA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-K SEC ACT: 34 SEC FILE NUMBER: 000-07258 FILM NUMBER: 94520091 BUSINESS ADDRESS: STREET 1: 3750 STATE RD CITY: BENSALEM STATE: PA ZIP: 19020 BUSINESS PHONE: 2152459100 10-K 1 FORM 10-K FOR CHARMING SHOPPES, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended January 29, 1994 ------------------------------ OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the transition period from to -------------------------- Commission file number 0-7258 ------ - ----------------------------------------------------------------------------- CHARMING SHOPPES, INC. ---------------------- (Exact name of registrant as specified in its charter) PENNSYLVANIA 23-1721355 - ---------------------- ---------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 450 Winks Lane, Bensalem, Pennsylvania 19020 - --------------------------------------------------- ----- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 245-9100 -------------------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common stock (par value $.10 per share) - ---------------------------------------------------------------------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (X) YES ( ) NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (X) As of February 28, 1994, 102,713,582 common shares were outstanding. The aggregate market value of the common shares (based upon the closing price on February 28, 1994) held by non-affiliates was approximately $1.237 billion. DOCUMENTS INCORPORATED BY REFERENCE: As stated in Part III of this annual report, portions of the following document are incorporated herein by reference: Definitive proxy statement for annual shareholders meeting to be filed within 120 days after the end of the fiscal year covered by this annual report. 2 CHARMING SHOPPES, INC. 1993 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS
PART I ------- Item 1 Business General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Merchandising and Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Purchasing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Stores . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Store Management and Employees . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Trademarks and Servicemarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Item 2 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Item 3 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Item 4 Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . 8 Item 4a Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . . . . . . 8
PART II -------- Item 5 Market for Registrant's Common Equity and Related Stockholder Matters . . . . . . . . . 9 Item 6 Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 8 Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . 15 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 31
PART III --------- Item 10 Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . 31 Item 11 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Item 12 Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . 31 Item 13 Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . 31
PART IV -------- Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K . . . . . . . . . . . 32
1 3 PART I ITEM 1 BUSINESS GENERAL Charming Shoppes, Inc., a Pennsylvania corporation formed in 1969, operates, through its subsidiary corporations, 1,333 women's specialty apparel stores in 45 states. Unless the context indicates otherwise, the term "Company" refers to Charming Shoppes, Inc. and, where appropriate, one or more of its wholly owned subsidiaries. The Company's "Fashion Bug" stores specialize in selling, at moderate and popular prices, a wide variety of junior, misses, womens, girls and large size sportswear, dresses, coats, suits, lingerie, accessories, and casual footwear to women principally in the 15 to 45 year old age group. The Company's "Fashion Bug Plus" stores sell similar merchandise primarily for the large size woman. The Company also sells men's sportswear, accessories and coats in the majority of its Fashion Bug stores. The Company's stores sell both brand name merchandise and specially manufactured garments under one of the Company's private labels. The Company's policies of advertising, promotion and the offering of its chain-wide charge card permit the Company to operate successfully in smaller malls and strip shopping centers, as well as in regional malls. MERCHANDISING AND MARKETING The Company's policy is to stock each store with a broad selection and full range of sizes of current fashions at moderate and popular prices. Rather than a narrow assortment of high-fashion merchandise targeted at a single age group, the stores offer a broad selection of contemporary and classic clothing which appeals to a wide range of lower middle to middle income customers. Through its merchandise information system, the Company constantly monitors the demands of its customers for style and price in order to restock inventories with a selection desirable to each particular stores' customers. The Company has also responded to demographic changes and consumer preferences by providing greater fashion selection in misses and large sizes and better quality at attractive prices. Merchandise sold by the Company is produced by a large number of manufacturers in the United States and abroad, and the Company constantly evaluates merchandise that is offered in the world markets. Approximately 77% of the merchandise sold is private label, primarily under the "Stefano" and "Maggie Lawrence" labels. The Company anticipates that the percent of private label merchandise will continue to increase. The private label program was developed as a result of customer demand for better quality merchandise, comparable to certain national brands, at lower prices. Our product developers use a state-of-the-art computer system to design and continually update a wide variety of merchandise. The Company then contracts directly with domestic and foreign manufacturers to have goods manufactured to our specifications (construction, fabric, fit and style), which are sold at attractive prices while providing higher than average mark-up for the Company. Use of the private label program requires the Company to contract for merchandise in advance of its intended selling season, thus exposing the Company to markdowns of merchandise caused by changes in customer preferences. (See "Purchasing") 2 4 The Company is promotionally oriented, utilizing an advertising program on radio and in newspapers in the locale of the stores, and making extensive use of direct mail. Additionally the Company advertises at the conclusion of a number of nationally syndicated television programs in an effort to gain exposure to a larger base of potential customers. Pricing policies, displays, store promotions, convenient locations and store hours are also used to attract customers. With the assistance and planning of specialized home office personnel, each store provides such displays and advertising as may be necessary to feature certain merchandise or certain promotional selling prices from time to time. The retail sale of women's apparel is a highly competitive business with numerous competitors, including individual and chain fashion specialty stores and department stores. The Company cannot estimate the number of competitors or its relative competitive position, due to the large number of companies selling women's apparel. The primary elements of competition are merchandise style, size, selection, quality, display and price, as well as store location, design, advertising and promotion and personalized service to the customers. The Company believes that its strategy in specializing in fashionable merchandise, both for the large size women and for the junior and girls' customers, and its ability to effect volume purchases to pass cost savings to its customers are important elements in its operations. The Company encourages credit sales on its private label charge card. The private label charge program has approximately 3,400,000 active accounts which account for 37% of retail sales. The Company believes that the charge card is a promotional vehicle in itself, engendering customer loyalty, creating a substantial base for direct mail promotion and encouraging incremental sales. Since 1989 the Company has been repurchasing portions of its credit card receivables from various financial institutions. During October, 1993, the Company completed this repurchase and now controls its entire private label credit card file. The Company has entered into agreements whereby it can sell, on a revolving basis, its accounts receivable and currently all receivables have been sold under these programs. These agreements provide for the Company to continue to service the receivables and control credit policies. This will allow the Company to continue to fund receivable growth, provide customer service and collect past due accounts. Accordingly, its relationship with its credit card customers is not affected by the securitization agreements. The Company's charge card portfolio is administered by Spirit of America National Bank, a national association and wholly-owned subsidiary of the Company. Spirit of America National Bank approves credit applications and a third party performs all billing and collection activities. An increase in short-term interest rates could have an adverse effect on credit costs. The Company uses interest rate caps and swaps in an attempt to mitigate the effect of rising interest rates. The Company's stores feature wall and selling-floor displays which coordinate merchandise in order to promote multiple sales. The stores, which the Company believes must constantly present a fresh, contemporary shopping environment, are redecorated or fully remodeled as necessary to augment sales. The Company is constantly testing and implementing new store designs and fixture packages aimed at providing an effective merchandise presentation. The Company emphasizes customer service, including the presence of sales people in the stores, rather than self-service; lay-away plans; and acceptance of merchandise returns for cash or credit within a reasonable time period. 3 5 PURCHASING Purchasing is conducted on a departmental basis for each of the "Fashion Bug" and "Fashion Bug Plus" merchandise groups by a staff of buyers supervised by one or more merchandise managers. The Company believes that specialization of buyers within their departments enhances their expertise in obtaining quality merchandise at a cost which will permit attractive selling prices, while obtaining the desired mark-up for the Company. The merchandising staff obtains store and chain-wide inventory information generated by a merchandise information system utilizing point of sale terminals, through which merchandise can be followed from the placement of the order to the actual sale. Based upon this data, the merchandise managers compare budgeted to actual sales and make merchandising decisions, as indicated, including re-order, markdowns and changes in the buying plans for upcoming seasons. The Company does not own or operate any significant manufacturing facilities. During the fiscal year ended January 29, 1994, the Company purchased merchandise from approximately 700 suppliers, none of which accounted for more than 3% of its purchases. The Company's wholly-owned contracting and buying subsidiaries are headquartered in Hong Kong. Through this office the Company conducts its sourcing operations in 24 countries with offices in 15 of these countries. Any event that causes a sudden disruption in the flow of or significantly increases the cost of imported merchandise could have a materially adverse effect on the Company's operations. DISTRIBUTION The Company operates two distribution centers. One is located in Bensalem, Pennsylvania, adjacent to the Company's corporate headquarters. This automated facility, which also contains executive, administrative and buying offices, occupies approximately 515,000 square feet. The second distribution facility is located in Greencastle, Indiana. The 150 acre tract of land contains a building of approximately 350,000 square feet. During fiscal 1995 the Company will expand this facility by 175,000 square feet. Upon completion of this expansion, the Company estimates that it will have the ability to service over 2,000 stores from these two distribution centers. The great majority of merchandise purchased by the Company is received at these centers, where it is prepared for distribution to the stores. The functions performed at these central facilities include quality control inspection, ticketing, packing and shipping. During 1993, the Company implemented an automated sortation system in its Bensalem, Pennsylvania distribution center which will continue to enhance the flow of merchandise from receipt to shipment. This system will be implemented in the Greencastle, Indiana facility during Fiscal 1995. Shipments to each store are made by trucks operated principally by common carriers. The Company utilizes a computerized automated distribution model which has enhanced the efficiency of the distribution department and enables that department to build various attributes into each store's plan to determine not only the number of units, but the type of unit to be distributed to each store. The Company operates a program of shipping direct from the supplier certain merchandise as a complement to its centralized distribution capability. Direct shipping of certain merchandise increases the Company's flexibility and saves time in the distribution of goods. 4 6 STORES Substantially all of the Company's 1,333 stores are located in enclosed shopping malls and strip shopping centers which are situated primarily in suburban metropolitan areas and smaller towns. The Company's extensive promotional policies enable it to operate stores successfully in a variety of shopping environments, whereas many of its competitors rely principally on regional mall traffic (See "Merchandising and Marketing" above). Typically, stores are open seven days per week, eleven hours per day Monday through Saturday and seven hours on Sunday. The Company experiences a normal seasonal sales pattern for the retail apparel industry, with its peak sales occurring during the Christmas, Easter and back-to-school seasons and the period preceding Mother's Day. The Company generally builds inventory levels prior to these peak selling periods. To keep inventory current and fashionable, the Company reduces the price of slow moving merchandise throughout the year. End of season sales are conducted with the objective of carrying a minimal amount of seasonable merchandise over from one season to another. Sales for the four quarters of the fiscal year ended January 29, 1994, as a percent of total sales, were 21.9, 24.6 , 25.0 and 28.5, respectively. The "Fashion Bug" stores range in size, generally, from 6,000 square feet to 16,000 square feet, averaging approximately 8,900 square feet. The "Fashion Bug Plus" stores range in size, generally, from 3,000 square feet to 5,000 square feet, averaging approximately 3,900 square feet. Total square feet of leased space as of the fiscal year ended January 29, 1994, increased to 11,468,000 from 9,695,000 as of the fiscal year ended January 30, 1993, a 18.3% increase. The Company has pursued an aggressive store expansion policy over the past five fiscal years, as set forth in the following tables:
FISCAL YEAR ENDED -------------------------------------------------------------------- NUMBER OF FEB 3 FEB 2 FEB 1 JAN 30 JAN 29 STORES 1990 1991 1992 1993 1994 - ------ ---- ---- ---- ---- ---- Open at beginning of period 926 1013 1058 1137 1220 Opened during period 109 116 111 129 157 Closed or combined during period (22) (71) (32) (46) (44) ---- ---- ---- ---- ---- 1013 1058 1137 1220 1333 ---- ---- ---- ---- ----
FISCAL YEAR ENDED -------------------------------------------------------------------- FEB 3 FEB 2 FEB 1 JAN 30 JAN 29 STORE TYPE 1990 1991 1992 1993 1994 - ----------- ---- ---- ---- ---- ---- Fashion Bug 864 909 1011 1116 1248 Fashion Bug Plus 149 149 126 104 85 --- --- --- --- -- 1013 1058 1137 1220 1333 ---- ---- ---- ---- ----
5 7 The Company anticipates a net increase of approximately 125 stores during the 1995 fiscal year. The Company also plans to expand or remodel 80 existing stores. The new and expanded stores will average approximately 12,000 square feet in size and will result in a 17% increase in square feet of leased space during fiscal 1995. The factors considered in locating new stores and closing existing stores include the demographics of the surrounding area, the availability of suitable locations, competition in the immediate area, negotiation of satisfactory lease terms, the principal specialty and "anchor" stores, expected customer traffic and the location of the Company's store within the shopping center. STORE MANAGEMENT AND EMPLOYEES All stores are operated under the direct management of the Company. Each store has a manager and an assistant manager who are in daily operational control. The Company's 184 supervisors travel to all stores on a frequent basis, to supervise store operations. Generally, store managers are appointed from the group of assistant managers, and supervisors are appointed from the group of existing store managers. It is a policy of the Company to motivate its store personnel through promotion from within, with competitive wages and various incentive, medical and retirement plans. Store operational and purchasing policies are developed centrally, leaving individual store management with the principal duties of display, selling and reporting through point of sale terminals. As of January 29, 1994, the Company employed approximately 15,900 people, approximately 7,800 of whom were employed on a part-time basis. In addition, a number of temporary employees are hired during the Christmas season. TRADEMARK AND SERVICEMARKS "Fashion Bug" (R), "Fashion Bug Plus" (R), "Glitter" (R), "Intimate Moments" (R), "Sopre" (R),"Maggie Lawrence Collection" (R), "Stefano" (R), "Stefano Man" (R), "Styles to Fit Every You" (R), "L.A. Blues" (R), "Fashion Bug Fits Your Life" (R), "Details" (R) and several other trademarks and servicemarks of lesser importance to the Company have been registered with the United States Patent and Trademark Office and in other countries. 6 8 ITEM 2 PROPERTIES The Company primarily leases all store premises. During Fiscal 1994, four stores opened on premises which are owned by the Company. Typically, store leases have initial terms of 5 to 20 years and contain provisions for renewal options, additional rentals based on a percentage of sales and payment of real estate taxes and common area charges. With respect to stores open as of January 29, 1994, the following table shows the number of store leases expiring during the periods indicated, assuming the exercise of the Company's renewal options:
Number of Leases Period Expiring ------ -------- 1994 7 1995 - 1999 38 2000 - 2004 121 2005 - 2009 261 2010 - 2014 281 2015 - 2041 621
The Company owns a 515,000 square foot distribution center in Bensalem, Pennsylvania and a 350,000 square foot distribution center in Greencastle, Indiana (see Item 1 "Business - Distribution"). The Company owns approximately 22 acres in two parcels across the street from the Company's existing offices and distribution center in Bensalem, Pennsylvania. This 22 acre tract contains a 110,000 square foot office building which houses the Company's data processing facility and additional administrative offices. Spirit of America National Bank, the Company's private label credit card operation, occupies 13,000 square feet of leased office space in Milford, Ohio. The Company owns a total of 60,000 square feet of office and warehouse space in Hong Kong. ITEM 3 LEGAL PROCEEDINGS On December 10, 1993, the Company and a wholly owned subsidiary received federal grand jury subpoenas seeking the production of certain leases to which store operating subsidiaries of the Company ("Store Subsidiaries") are parties and other related documents. The subpoenas were issued in conjunction with an investigation by the United States Attorney in Philadelphia, Pennsylvania concerning the Store Subsidiaries' claims for payment of "construction allowances" from certain of their landlords. The allowances, which were negotiated between the Store Subsidiaries and the landlords of certain of their retail stores, relate to expenses incurred in altering and furnishing the landlords' premises to make such space suitable for conducting the Store Subsidiaries' retail operations. The Company has been providing information in response to the subpoenas and continues to cooperate with the office of the United States Attorney. In view of the fact that the investigation is in a preliminary stage, the Company lacks sufficient information to determine the outcome of the investigation at this time. 7 9 ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year. ITEM 4A EXECUTIVE OFFICERS OF THE REGISTRANT The following list contains certain information relative to Executive Officers of the Company. There are no family relationships among any Executive Officers, except that David V. Wachs is the father of Philip and Michael Wachs. The term of each Executive Officer expires at the next annual meeting of the Board of Directors following the Annual Meeting of Shareholders scheduled to be held during June, 1994, or until their successors are duly elected and qualified. David V. Wachs, 68, has been Chairman of the Board since 1971 and Chief Executive Officer since February, 1988. He also served as President of the Company from January, 1989 until March, 1990 when he was succeeded as President by Philip Wachs. Mr. Wachs' term as a Director expires in 1996. Philip Wachs, 38, has been President and Chief Operating Officer since March, 1990 and Vice Chairman of the Board since June, 1989. Prior to his appointment as President, he served as Executive Vice President - Real Estate for over five years. Mr. Wachs' term as a Director expires in 1995. Samuel Sidewater, 56, has served as a Director since September, 1988. He has served as Executive Vice President - New Business Development since August, 1990, and prior to that time he served as Executive Vice President - Merchandising for more than five years. Mr. Sidewater's term as a Director expires in 1996. Mordechay Kafry, 41, has served as a Director since January, 1990, and as Executive Vice President - Merchandise Procurement for more than five years. Mr. Kafry's term as a Director expires in 1994. Ivan M. Szeftel, 40, has served as Executive Vice President - Finance for more than five years. Anthony A. DeSabato, 45, has served as Executive Vice President and Corporate Director of Human Resources since March, 1990. He served as Vice President - Human Resources from January, 1988 through March, 1990. Colin D. Stern, 45, has served as Executive Vice President and General Counsel since March, 1990. Prior to that time, he served as Vice President and General Counsel from November, 1989. Prior to November, 1989, Mr. Stern was a partner in the law firm of Cohen, Shapiro, Polisher, Shiekman and Cohen, Philadelphia, Pennsylvania, during the period from January, 1984 through October, 1989. Mr. Stern was a member of the corporate law department of that firm. Michael Wachs, 34, has served as Executive Vice President - Real Estate since April 1, 1993. Prior to that time, he served as Vice President - Real Estate. Bernard Brodsky, 54, has served as Vice President, Treasurer and Secretary for more than five years. Ben Mento, 44, has served as Vice President - Director of Store Operations for more than five years. Eric Specter, 36, has served as Vice President - Corporate Controller for more than five years. 8 10 PART II ITEM 5 MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDERS' MATTERS (a) PRINCIPAL MARKET: The Company's Common Stock is traded on the over-the-counter market and quoted on the NASDAQ National Market System under the symbol CHRS. (b) The following table sets forth the high and low closing sale prices for the Company's Common Stock during the indicated periods, as reported by NASDAQ, and the amount of cash dividend declared by the Company on its Common Stock during the indicated periods.
FISCAL 1994 FISCAL 1993 DIVIDENDS PER SHARE HIGH LOW HIGH LOW 1993 1992 ---- --- ---- --- ---- ---- 1st Quarter $ 19 1/8 $ 13 3/4 $ 16 7/16 $ 12 11/16 $ .0225 $ .02 2nd Quarter 18 1/4 12 1/4 16 3/8 13 5/16 .0225 .02 3rd Quarter 14 7/8 11 1/2 18 1/2 14 1/16 .0225 .02 4th Quarter 14 1/4 10 3/4 19 16 5/8 .0225 .02
On March 9, 1994, (first quarter of fiscal 1995), the Company declared a quarterly dividend of $.0225 per share to shareholders of record on March 25, 1994. (c) Approximate Number of Holders of Common Stock: The approximate number of holders of record of the Company's Common Stock as of February 28, 1994, was 4,499. 9 11 ITEM 6 SELECTED FINANCIAL DATA The following table presents selected financial data for the Company for each of the five fiscal years ended, as of February 3, 1990 through January 29, 1994. All of the selected financial data are extracted from the Company's audited financial statements and should be read in conjunction with the financial statements and the notes thereto included under Item 8 of this Form 10-K. CHARMING SHOPPES, INC. AND SUBSIDIARIES (in thousands except per share amounts) FIVE YEAR COMPARATIVE SUMMARY
Year Ended ---------------------------------------------------------------------------- January 29 January 30 February 1 February 2 February 3 1994 1993 1992 1991 1990* ---- ---- ---- ---- ----- Net sales $1,254,122 $1,178,714 $1,020,656 $886,265 $808,637 Income from continuing operations 75,765 81,127 58,302 40,346 36,410 Income per share from continuing operations .70 .75 .55 .40 .36 Cash dividends per common share .09 .08 .06 .06 .06 AT YEAR END: Total assets 829,233 737,251 637,015 525,334 466,379 Long-term obligations 22,298 26,246 31,199 35,876 32,112 Working capital 181,906 200,083 182,289 137,058 134,005 Stockholders' equity 522,100 445,309 362,208 299,199 262,455 * Consists of 53 weeks
10 12 ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FINANCIAL SUMMARY The following table sets forth certain financial data expressed as a percentage of net sales and on a comparative basis:
PERCENTAGE OF NET SALES PERCENTAGE INCREASE (DECREASE) FROM PRIOR YEAR 1994 1993 1992 1993-1994 1992-1993 ---- ---- ---- --------- --------- Net Sales 100.0% 100.0% 100.0% 6.4% 15.5% Cost of goods sold, buying and occupancy 68.9% 68.3% 69.1% 7.3% 14.2% Selling, general and administrative 22.8% 22.1% 22.9% 9.6% 11.8% Interest .2% .3% .3% (13.6%) (14.8%) Income Taxes 2.9% 3.2% 2.7% ( 5.4%) 39.9% Net Income* 6.1% 6.9% 5.7% ( 6.6%) 39.1%
*Net Income for Fiscal 1994 is before the cumulative effect of an accounting change of $3,991,000 or $.04 per share. NET SALES Net sales for the fiscal year ended January 29, 1994 ("Fiscal 1994"), totaled $1,254,122,000 as compared to $1,178,714,000 for the fiscal year ended January 30, 1993 ("Fiscal 1993"), a 6.4% increase. The Company had a 1.8% decrease in sales of existing stores compared to Fiscal 1993. 11.7% of Fiscal 1994 sales relate to stores opened in that year. Sales of stores closed during Fiscal 1994 accounted for 3.5% of Fiscal 1993 sales. The net sales increase of 15.5% in Fiscal 1993 was primarily attributable to the net addition of new stores and a 6.5% increase in comparable stores sales. The number of retail stores increased from 1,220 on January 30, 1993 to 1,333 on January 29, 1994. Sales for the fourth quarter of Fiscal 1994 totaled $357,186,000 as compared to $337,167,000 for the corresponding period of Fiscal 1993, a 5.9% increase. The Company had a 2.9% decrease in quarterly sales for existing stores as compared to the prior year. 12.1% of the quarterly sales are attributable to new stores opened during Fiscal 1994. Sales for stores closed during Fiscal 1994 accounted for 3.3% of Fiscal 1993 fourth quarter sales. Net sales increased 14.1% for the fourth quarter of Fiscal 1993 as compared to the corresponding period during the fiscal year ended February 1, 1992 ("Fiscal 1992"). This increase in sales was primarily due to newly opened stores and a 6.0% increase in comparable store sales. 11 13 COST OF GOODS SOLD, BUYING AND OCCUPANCY Cost of goods sold, buying and occupancy expenses expressed as a percentage of sales increased 0.6% in Fiscal 1994 over the prior year and decreased 0.8% in Fiscal 1993 over Fiscal 1992. The Company's cost of goods sold percentage decreased during Fiscal 1994 and Fiscal 1993. During Fiscal 1994 the Company's cost of goods sold percentage decreased as a result of cost reductions achieved through the direct sourcing of private label merchandise. During Fiscal 1993 the Company was able to increase merchandise margins through improvements in its overall merchandise assortments which were refined through the use of enhanced analysis and distribution systems to meet local consumer preferences. As a percentage of sales, buying and occupancy expenses increased in Fiscal 1994 as a result of the spreading of these relatively fixed costs over decreased comparable store sales. In Fiscal 1993 buying and occupancy expenses decreased as a percentage of sales due to the implementation of cost control measures in the areas of stores rents and utilities and the effect of higher comparative store sales relative to fixed expenses. Cost of goods sold, buying and occupancy expenses comprised the same percentage of sales in the fourth quarter of Fiscal 1994 as compared to the corresponding period of Fiscal 1993 and increased 0.1% in the fourth quarter of Fiscal 1993 as compared to the corresponding period of Fiscal 1992. During the fourth quarters of Fiscal 1993 and 1994, the Company's cost of goods sold percentage decreased. For Fiscal 1994 this improvement was the result of cost savings achieved through direct sourcing of private label merchandise. In Fiscal 1993 the Company experienced a less promotional selling environment and an improved merchandise mix. In Fiscal 1994 these improved margins were offset by the effect of fixed buying and occupancy expenses on lower comparable store sales. In Fiscal 1993 costs associated with store closings offset the effect of improved margins. SELLING, GENERAL AND ADMINISTRATIVE Selling, general and administrative expenses, expressed as a percentage of sales increased 0.7% in Fiscal 1994 over Fiscal 1993 and decreased 0.8% in Fiscal 1993 over Fiscal 1992. The primary reason for the increase in Fiscal 1994 was the effect of lower comparative store sales to these relatively fixed expenses. The primary reasons for the decrease in Fiscal 1993 were the favorable effect of the interest rates on the costs of the Company's private label credit card program and the effect of higher comparative store sales to relatively fixed expenses. INTEREST EXPENSE Interest expense decreased in Fiscal 1994 and Fiscal 1993 primarily due to lower interest rates and a reduction in long-term debt. PROVISION FOR INCOME TAXES The effective tax rates were 32.2%, 31.9%, and 31.8% for Fiscal 1994, 1993 and 1992, respectively. The increase in the effective tax rate for Fiscal 1994 was primarily the result of an increase in the federal statutory rate from 34% to 35%. The effective tax rate for Fiscal 1993 was comparable to the rate in Fiscal 1992. 12 14 PERFORMANCE ANALYSIS The following ratios measure the Company's overall performance as shown by the return on average stockholders' equity and return on average total assets.
1994 1993 1992 ---- ---- ---- Net return on average stockholders' equity 16.5% 20.1% 17.6% Net return on average total assets 10.2% 11.8% 10.0%
FINANCIAL CONDITION LIQUIDITY AND CAPITAL RESOURCES Cash provided from operations and the Company's capital structure provide the resources needed to support both current operations and future growth. The following ratios measure the Company's ability to meet its short-term obligations:
(in thousands) 1994 1993 1992 ---- ---- ---- Working Capital $ 181,906 $ 200,083 $ 182,289 Current ratio 1.7 1.9 1.9
The Company considers, and currently uses for internal management purposes, the following measures of liquidity and capital resources:
(in thousands) 1994 1993 1992 ---- ---- ---- Cash provided by operating activities $ 90,236 $98,807 $86,156 Capital Resources and Leverage Ratios: Debt to equity 5.2% 7.0% 9.9% Cash provided by operating activities to capital investment 114% 152% 185%
Cash provided by operating activities represents the Company's primary source of liquidity and capital. Cash provided by operating activities amounted to $90.2 million in Fiscal 1994 as compared to $98.8 million in Fiscal 1993. The primary reason for the decrease in operating cash flow was an increase in the net investment in inventory (increase in inventory less increase in accounts payable) which was partially offset by an increase in accrued expenses. This additional inventory was the result of a 7% increase in average inventory per store and additional inventory in transit due to the higher level of imported private label merchandise. The increase in accrued expenses resulted from the acquisition and simultaneous sale of the Company's private label credit card receivables which resulted in an increase in the limited recourse liability established for sold receivables. 13 15 The Company operates a proprietary credit card program for customers of its stores. The Company had previously sold the receivables generated from these credit sales ("Receivables") to various financial institutions. To increase its control over this credit card program, the Company has been repurchasing these Receivables. During Fiscal 1994, the Company repurchased $186.9 million of Receivables which completed the acquisition of its entire private label credit card file. In conjunction with these repurchases the Company has entered into various securitization agreements whereby it can sell, on a revolving basis, for a specified term, up to $400 million of Receivables. When the revolving period terminates, an amortization period begins whereby the principal payments are paid to the party with whom the Company has entered into the securitization agreement. Through the end of Fiscal 1994 the Company had sold $380.7 million of Receivables of which $186.9 million were sold during Fiscal 1994. Receivables are sold under these agreements at face value. These securitization agreements improve overall liquidity and lessen the effect of interest rate volatility by replacing short term sources of funding. Under certain agreements the Company is subject to limited recourse if credit losses exceed designated limits. The Company has established an accrual of $29.2 million which management believes is an adequate reserve against any such uncollected receivables. These agreements provide for the Company to continue to service the receivables and control credit policies. This will allow the Company to continue to fund receivable growth, provide customer service and collect past due accounts. Accordingly, its relationship with its credit card customers is not affected by the securitization agreements. The increased investment in other assets is primarily related to investments in joint ventures relating to the Company's direct sourcing operation and an increase in fixed assets not placed in service. The Company believes that its liquidity and capital resources are sufficient to sustain current operations and provide for accelerated future growth. CAPITAL REQUIREMENTS Capital expenditures amounted to $79.0 million, $65.0 million, and $46.7 million in Fiscal 1994, 1993 and 1992, respectively. These expenditures were primarily for new store construction, the remodeling and expansion of existing stores and the expansion of the Company's Greencastle, Indiana distribution center. During fiscal 1995, the Company anticipates capital expenditures of approximately $88 million which are principally for the construction of approximately 170 new stores and the remodeling and expansion of existing stores. This budget also includes $15 million to complete the expansion of its distribution center in Greencastle, Indiana. In both fiscal 1995 and 1996, the Company has scheduled debt maturity payments of $5.0 million. It is anticipated that the capital required for these expenditures and debt payments will be financed principally through internally generated funds. Cash dividends were $9,236,000 during Fiscal 1994 as compared to $8,176,200 during Fiscal 1993. INFLATION The Company's financial statements are presented on a historical cost basis. The Company believes that the impact of inflation during Fiscal 1994 has not been material to its financial condition and results of operations. 14 16 ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT AUDITORS To the Stockholders and Board of Directors Charming Shoppes, Inc. Bensalem, Pennsylvania We have audited the accompanying consolidated balance sheets of Charming Shoppes, Inc. and subsidiaries as of January 29, 1994 and January 30, 1993 and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three fiscal years in the period ended January 29, 1994. Our audits also included the financial statement schedules listed in the Index as Item 14(a). These financial statements and schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and schedules are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and schedules. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement and schedule presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Charming Shoppes, Inc. and subsidiaries at January 29, 1994 and January 30, 1993 and the consolidated results of their operations and their cash flows for each of the three fiscal years in the period ended January 29, 1994, in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. As discussed in the Notes to Consolidated Financial Statements, the Company changed its method of accounting for income taxes in Fiscal 1994. ERNST & YOUNG Philadelphia, Pennsylvania March 8, 1994 15 17 CONSOLIDATED BALANCE SHEETS CHARMING SHOPPES, INC. AND SUBSIDIARIES (in thousands except share and per share amounts)
JANUARY 29 JANUARY 30 ASSETS 1994 1993 ---- ---- CURRENT ASSETS Cash and cash equivalents $ 52,390 $ 98,786 Short-term investments-at cost 45,290 50,762 Merchandise inventories 259,527 208,445 Prepayments and other 83,097 75,592 - ----------------------------------------------------------------------------------------------------------- TOTAL CURRENT ASSETS 440,304 433,585 Property, equipment and leasehold improvements - at cost 416,029 343,166 Less: accumulated depreciation and amortization 161,695 129,106 - ----------------------------------------------------------------------------------------------------------- Net property, equipment and leasehold improvements 254,334 214,060 Long-term investments - at cost 83,695 57,658 Other assets 50,900 31,948 - ----------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 829,233 $ 737,251 - ----------------------------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 147,638 $147,225 Accrued expenses 97,234 75,877 Income taxes 8,521 5,572 Current portion - long-term debt 5,005 4,828 - ----------------------------------------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 258,398 233,502 Deferred taxes 26,437 32,194 Long-term debt 22,298 26,246 STOCKHOLDERS' EQUITY Common Stock $.10 par value Authorized 300,000,000 shares. Issued and outstanding 102,735,437 and 102,448,158 shares 10,274 10,245 Additional Paid-in Capital 54,208 51,708 Deferred Employee Compensation (7,015) (10,757) Retained Earnings 464,633 394,113 - ----------------------------------------------------------------------------------------------------------- TOTAL STOCKHOLDERS' EQUITY 522,100 445,309 - ----------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 829,233 $ 737,251 - ----------------------------------------------------------------------------------------------------------- See Notes to Consolidated Financial Statements
16 18 CONSOLIDATED STATEMENTS OF INCOME CHARMING SHOPPES, INC. AND SUBSIDIARIES (in thousands except shares and per share amounts)
YEAR ENDED JANUARY 29 JANUARY 30 FEBRUARY 1 1994 1993 1992 ---- ---- ---- NET SALES $ 1,254,122 $ 1,178,714 $ 1,020,656 Other Income 9,352 9,146 6,601 - ------------------------------------------------------------------------------------------------------------ TOTAL REVENUE 1,263,474 1,187,860 1,027,257 - ------------------------------------------------------------------------------------------------------------ Cost of goods sold, buying and occupancy expenses 863,381 804,963 705,047 Selling, general and administrative expenses 285,804 260,806 233,265 Interest expense 2,557 2,958 3,473 - ------------------------------------------------------------------------------------------------------------ TOTAL EXPENSES 1,151,742 1,068,727 941,785 - ------------------------------------------------------------------------------------------------------------ INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF AN ACCOUNTING CHANGE 111,732 119,133 85,472 - ------------------------------------------------------------------------------------------------------------ Income Taxes 35,967 38,006 27,170 - ------------------------------------------------------------------------------------------------------------ Income before cumulative effect of accounting change 75,765 81,127 58,302 - ------------------------------------------------------------------------------------------------------------ Cumulative effect of adoption of SFAS 109 3,991 0 0 - ------------------------------------------------------------------------------------------------------------ NET INCOME $ 79,756 $ 81,127 $ 58,302 - ------------------------------------------------------------------------------------------------------------ PER SHARE DATA - ----------------- Net Income before cumulative effect of accounting change $.70 $.75 $.55 Cumulative effect of accounting change .04 .00 .00 -- -- -- Net Income .74 .75 .55 Cash Dividends .09 .08 .06 Weighted average number of common shares and share equivalents outstanding during this year 108,390,583 108,681,305 106,267,242 See Notes to Consolidated Financial Statements
17 19 CONSOLIDATED STATEMENTS OF CASH FLOWS CHARMING SHOPPES, INC. AND SUBSIDIARIES (in thousands)
YEAR ENDED JANUARY 29 JANUARY 30 FEBRUARY 1 1994 1993 1992 ---- ---- ---- OPERATING ACTIVITIES NET INCOME $79,756 $ 81,127 $ 58,302 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Provision for losses on accounts receivable 0 0 2,806 Deferred income taxes 2,007 1,344 (71) Depreciation and amortization 42,487 35,065 31,524 Amortization of deferred compensation expense 3,597 3,512 3,160 Tax benefit from Employee Stock Plans 1,798 3,200 3,065 Cumulative effect of an accounting change (3,991) 0 0 Gain on sale of investments (115) (109) (155) Loss from abandonment of capital assets 2,333 3,106 2,523 CHANGES IN OPERATING ASSETS AND LIABILITIES: Accounts receivable 0 (10,830) (12,483) Merchandise inventories (51,082) (21,695) (31,690) Accounts payable 413 12,077 25,416 Prepayments & other (11,273) (15,488) (17,825) Income taxes payable 2,949 ( 1,692) 2,774 Accrued expenses 21,357 9,190 18,810 ------------------------------------------------------------------------------------------------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 90,236 98,807 86,156 - ----------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES Investment in capital assets 79,023 64,988 46,678 Gross purchases of short-term investments 35,605 103,710 0 Proceeds from sales of short-term investments (41,078) (52,948) 0 Gross purchases of long-term investments 71,952 31,865 24,788 Proceeds from sales of long-term investments (46,029) (6,996) (1,126) Increase (decrease) in other assets 25,022 11,063 (3,949) Purchase of accounts receivable 186,857 0 79,201 Sale of accounts receivable (186,857) (54,826) (73,035) - ----------------------------------------------------------------------------------------------------------- NET CASH USED IN INVESTING ACTIVITIES 124,495 96,856 72,557 - ----------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES Proceeds from long-term borrowings 1,200 0 155 Reduction of long-term borrowings (4,971) (4,945) (530) Proceeds from exercise of stock options 870 2,976 4,519 Payments on notes receivable 0 69 0 Sale and leaseback of equipment 0 0 20,958 Dividends paid (9,236) (8,176) (6,037) - ----------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (12,137) (10,076) 19,065 - ----------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (46,396) (8,125) 32,664 Cash and Cash Equivalents, Beginning of Year 98,786 106,911 74,247 - ----------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS, END OF YEAR $ 52,390 $ 98,786 $ 106,911 - ----------------------------------------------------------------------------------------------------------- See Notes to Consolidated Financial Statements
18 20 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY CHARMING SHOPPES, INC. AND SUBSIDIARIES (in thousands except shares)
ADDITIONAL DEFERRED COMMON STOCK PAID-IN EMPLOYEE SHARES AMOUNT CAPITAL COMPENSATION ------ ------ ------- ------------ BALANCE, FEBRUARY 2, 1991 50,069,679 $5,007 $26,485 $(5,843) Issued to employees, net 54,088 6 8,948 (9,291) Exercise of stock options 681,659 68 4,788 Amortization 3,160 Tax benefit - Employee Stock Programs 3,065 - --------------------------------------------------------------------------------------------------------------- BALANCE, FEBRUARY 1, 1992 50,805,426 5,081 43,286 (11,974) Issued to employees, net (440,163) (44) 2,190 (2,295) Exercise of stock options 941,118 94 3,032 Amortization 3,512 Tax benefit - Employee Stock Programs 3,200 Two-for-one stock split 51,141,777 5,114 - --------------------------------------------------------------------------------------------------------------- BALANCE, JANUARY 30, 1993 102,448,158 10,245 51,708 (10,757) Issued to employees, net (69,193) (7) (822) 145 Exercise of stock options 356,472 36 1,524 Amortization 3,597 Tax benefit - Employee Stock Programs 1,798 - --------------------------------------------------------------------------------------------------------------- BALANCE, JANUARY 29, 1994 102,735,437 $10,274 $54,208 $(7,015)
NOTES RETAINED RECEIVABLE EARNINGS ---------- -------- BALANCE, FEBRUARY 2, 1991 $ (461) $ 274,011 Cash dividends (6,037) Net income 58,302 - --------------------------------------------------------------------------------------------------------------- BALANCE, FEBRUARY 1, 1992 (461) 326,276 Two-for-one stock split (5,114) Payment 69 Transfer 392 Cash dividends (8,176) Net income 81,127 - --------------------------------------------------------------------------------------------------------------- BALANCE, JANUARY 30, 1993 0 394,113 Cash Dividends (9,236) Net income 79,756 - --------------------------------------------------------------------------------------------------------------- BALANCE, JANUARY 29, 1994 $ 0 $464,633
See Notes to Consolidated Financial Statements 19 21 CHARMING SHOPPES, INC. AND SUBSIDIARIES Year Ended January 29, 1994 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BUSINESS The Company operates a chain of specialty stores merchandising moderately priced junior, misses, plus and children's size sportswear, dresses, coats, lingerie accessories and casual footwear. A limited assortment of men's sportswear is also available in most stores. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All significant intercompany accounts and transactions are eliminated. The parent and its subsidiaries have a 52-53 week fiscal year ending the Saturday nearest January 31. FOREIGN OPERATIONS The Company follows the practice of using a December 31 fiscal year for all foreign subsidiaries in order to expedite the year-end closing. CASH EQUIVALENTS The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. These amounts are stated at cost which approximates market value. SHORT-TERM INVESTMENTS Short-term investments include investments with an original maturity of greater than three months and a remaining maturity of less than one year. Short-term investments are stated at cost which approximates market value. INVENTORIES Merchandise inventories are valued at the lower of cost or market as determined by the retail method (average cost basis). PROPERTY AND DEPRECIATION Depreciation and amortization for financial reporting purposes are principally computed by the straight-line method over the estimated useful lives of the assets, or in the case of leasehold improvements, over the lives of the respective leases. Accelerated depreciation methods are used for income tax reporting purposes. Depreciation expense was $36,417,000, $29,575,000, and $26,617,000 in fiscal 1994, 1993, and 1992, respectively. COMMON STOCK PLANS Deferred compensation expense relating to Employee Stock Option and Stock Incentive Plans is amortized over the required employment period. 20 22 CHARMING SHOPPES, INC. AND SUBSIDIARIES Year Ended January 29, 1994 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES INCOME TAXES Effective January 31, 1993, the Company adopted Statement of Financial Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income Taxes" and has separately reported the cumulative effect of that change in the Consolidated Statement of Income for the fifty-two weeks ended January 29, 1994. SFAS 109 requires a change from the deferred method of accounting for income taxes under APB Opinion 11 to the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are adjusted to reflect the effect of changes in enacted tax rates on expected reversals of financial statement and income tax carrying value differences. As permitted by SFAS 109, the Company has elected not to restate the financial statements for any prior years. The effect of the change on pretax income from continuing operations for the twelve months ended January 29, 1994 was not material; however, the cumulative effect of the change increased net income by $3,991,000 or $0.04 per share. U.S. Income Taxes have not been provided on undistributed earnings of foreign subsidiaries accumulated prior to January 29, 1994, because the Company intends to reinvest such undistributed earnings in the operations. Presently, income taxes would not be significantly increased if such earnings were remitted because of available foreign tax credits. NET INCOME PER SHARE Net income per common share is based on the weighted average number of shares and share equivalents outstanding during each fiscal year. Common stock equivalents include the effect of dilutive stock options. 21 23 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CHARMING SHOPPES, INC. AND SUBSIDIARIES Year Ended January 29, 1994 FINANCIAL INSTRUMENTS The Company has entered into various agreements whereby it can sell, on a revolving basis, up to $400,000,000 of the Company's private label credit card accounts receivable. Through the end of fiscal 1994, the Company has sold a total of $380,678,000 of which $186,857,000, $54,826,000 and $92,754,000 were sold during the fiscal years ended January 29, 1994, January 30, 1993 and February 1, 1992, respectively. As of January 29, 1994 and January 30, 1993, $380,678,000 and $197,373,000 remained to be collected, respectively. The Company remained contingently liable for approximately $29,316,000 of the sold receivables. The Company has established an accrual of $29,225,000 which management believes is an adequate reserve against any such uncollected receivables. Net accounts receivable finance income is included in selling, general and administrative expenses. The Company uses interest rate swaps and caps to manage its exposure to interest rate fluctuations. The Company has entered into three interest rate swap agreements with notional principal amounts totaling $100 million. These agreements, which expire in July, 1996, effectively converted the variable interest rate utilized in a portion of the sale settlement transactions described above to a fixed rate. The Company has also entered into three interest rate cap agreements with notional principal amounts totaling $300 million. These agreements expire between October 1994 and February 1996. Net receipts or payments under these agreements are recognized as an adjustment to selling, general and administrative expenses. At January 29, 1994 these swap agreements had a fair value of ($657,500) and the caps had a fair value of $0. The fair value is an estimated amount that the Company would receive or pay to terminate the agreement at the reporting date, taking into account current interest rates and the credit worthiness of the counterparties. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Lives (in thousands) (Years) 1994 1993 ------- ---- ---- Land $ 3,385 $ 2,810 Building and improvements 10 to 33 61,759 49,300 Store fixtures 5 to 10 92,794 80,324 Equipment 3 to 10 96,622 74,706 Leasehold improvements 10 to 20 161,469 136,026 - ------------------------------------------------------------------------- Total at cost 416,029 343,166 Less accumulated depreciation and amortization 161,695 129,106 - ------------------------------------------------------------------------- $254,334 $214,060 - -------------------------------------------------------------------------
LONG-TERM INVESTMENTS The carrying amounts and fair values of long-term investments based on quoted market prices are as follows:
FISCAL 1994 FISCAL 1993 (IN THOUSANDS) FAIR VALUE BOOK VALUE FAIR VALUE BOOK VALUE ---------- ---------- ---------- ---------- Equity Securities $ 6,686 $ 6,362 $ 8,039 $ 7,668 Debt Securities 79,101 77,333 51,204 49,990 - ---------------------------------------------------------------------------------------------- Total $85,787 $83,695 $ 59,243 $ 57,658 - -----------------------------------------------------------------------------------------------
22 24 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CHARMING SHOPPES, INC. AND SUBSIDIARIES Year Ended January 29, 1994 INCOME TAXES The Company adopted SFAS 109 as of January 31, 1993. The cumulative effect of this change in accounting for income taxes of $3,991,000 is determined as of January 31, 1993 and is reported separately in the consolidated statement of income for the year ended January 29, 1994. Income tax expense attributable to income from continuing operations consists of:
(in thousands) 1994 1993 1992 ---- ---- ---- CURRENT: Federal $29,971 $33,479 $24,189 State 2,393 1,735 1,605 Foreign 1,596 1,448 1,447 - ---------------------------------------------------------------------------------- $33,960 $36,662 $27,241 - ---------------------------------------------------------------------------------- DEFERRED: Federal 2,250 1,236 (26) State (243) 108 (45) - ---------------------------------------------------------------------------------- 2,007 1,344 (71) - ---------------------------------------------------------------------------------- Income Tax Expense $35,967 $38,006 $27,170 - ----------------------------------------------------------------------------------
The components of deferred income tax expense of $2,007, for the year ended January 29, 1994 are all attributable to income from continuing operations. The components of deferred income tax expense for the years ended January 30, 1993 and February 1, 1992 are as follows:
(in thousands) 1993 1992 ---- ---- Depreciation $2,522 $2,169 Employee benefits 1,222 (302) Inventory (352) (221) Accounts Receivable (1,090) (675) Other (958) (1,042) - ----------------------------------------------------------------- Deferred Income Tax Expense $1,344 $ (71) - -----------------------------------------------------------------
23 25 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CHARMING SHOPPES, INC. AND SUBSIDIARIES Year Ended January 29, 1994 Prepayments and other assets include deferred income taxes of $9,418,000 at January 30, 1993. The Company made income tax payments of $33,674,000, $30,778,000 and $19,604,000 for the years ended January 29, 1994, January 30, 1993 and February 1, 1992, respectively. The components of deferred tax assets and liabilities at January 29, 1994 are as follows:
NET CURRENT NET LONG-TERM ASSETS ASSETS (LIABILITIES) (LIABILITIES) ------------- ------------- Property, equipment and leasehold improvements $(22,774) Inventory $ 2,600 Deferred employee compensation 4,113 Prepaid employee benefits (1,880) Accounts Receivable 4,768 Deferred Rent 3,668 Other (7,776) - ------------------------------------------------------------------------- $ 9,156 $ (26,437) - -------------------------------------------------------------------------
Net current deferred taxes are included in prepayments and other current assets. 24 26 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CHARMING SHOPPES INC. AND SUBSIDIARIES Year Ended January 29, 1994 A reconciliation of the effective tax rate with the statutory federal income tax rate follows:
1994 1993 1992 ---- ---- ---- Statutory federal income tax rate 35.0% 34.0% 34.0% State income tax, net of federal income tax benefit 1.3 1.0 1.2 Foreign income (0.1) 0.4 (0.4) Investment income (1.1) (1.0) (1.2) Employee benefits (1.6) (1.3) (1.4) Other, net (1.3) (1.2) (0.4) - --------------------------------------------------------------------------------------------- 32.2% 31.9% 31.8% - ---------------------------------------------------------------------------------------------
The components of income before income taxes and the cumulative effect of an accounting change consist of the following:
(in thousands) 1994 1993 1992 ---- ---- ---- Domestic $106,755 $116,338 $80,133 Foreign 4,977 2,795 5,339 - ---------------------------------------------------------------------------------------------- $111,732 $119,133 $85,472 - ----------------------------------------------------------------------------------------------
DEBT Long-term debt at year end consisted of the following:
(in thousands) 1994 1993 ---- ---- 9.3% note payable, annually through 1998 $21,428 $25,714 Variable rate mortgage due 1996 (2.4% at 1/29/94) 1,000 1,000 Variable rate mortgage note, interest rate 1.25% above Hong Kong Prime Rate, payable monthly through 2001 (7.75% at 1/29/94) 496 563 Variable rate mortgage note, interest rate 1% above HIBOR, payable monthly through 2000 (4.625% at 1/29/94) 3,167 3,642 Variable rate mortgage note, interest rate 1% above SIBOR, payable monthly through 2000 (4.19% at 1/29/94) 1,057 0 Other 155 155 - ----------------------------------------------------------------------------- Total long-term debt 27,303 31,074 Less current portion 5,005 4,828 - ----------------------------------------------------------------------------- $22,298 $26,246 - -----------------------------------------------------------------------------
25 27 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CHARMING SHOPPES INC. AND SUBSIDIARIES Year Ended January 29, 1994 The mortgages are collateralized by buildings with a net book value of $8,893,000. During the fiscal years ended January 29, 1994, January 30, 1993, and February 1, 1992 the Company made interest payments of $2,687,500, $3,094,900, and $3,319,300, respectively. The carrying amount of the Company's variable rate debt approximates their fair value. The fair value of the Company's $21,428,000 9.3% Note payable is estimated to be $23,285,000 using discounted cash flow analysis based on an estimate of the Company's current rate for similar borrowing arrangements. Aggregate maturities of long-term debt during the next five fiscal years are:
(in thousands) 1995 $5,005 1996 5,015 1997 6,033 1998 5,039 1999 5,047
STOCKHOLDERS' EQUITY The Company's authorized capital consists of 1,000,000 shares of Series Participating Preferred Stock, $1.00 par value, of which 300,000 shares of Participating Series A Junior Preferred Stock, $1.00 par value have been authorized; and 300,000,000 shares of Common Stock, $.10 par value. STOCK OPTION AND STOCK INCENTIVE PLANS Effective April 1, 1993, and approved by shareholders at the 1993 annual meeting, the 1993 Employee's Stock Incentive Plan was adopted. The number of shares of common stock available for issuance under the Plan are 9,000,000 plus 9% of shares issued by the Company after the effective date of the plan and any shares available but unissued under the 1990 Plan described below. The form of the grants and exercise price where applicable, are at the discretion of the Stock Option Committee of the Board of Directors. The Company's 1990 Employees' Stock Incentive Plan provides for the grant of options to purchase common stock to key employees of the Company. The exercise price of such options may not be less than the fair market value at the date of the grant. As a result of the adoption of the 1993 Employees' Stock Incentive Plan, the Company no longer intends to issue shares under this Plan. As of January 29, 1994, 3,468,682 options were exercisable. 26 28 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CHARMING SHOPPES, INC. AND SUBSIDIARIES Year Ended January 29, 1994 The Company's 1989 Non-Employee Director Stock Option Plan provides for the grant of options to purchase up to 30,000 shares of common stock to each member of the Board of Directors who are non-employees of the Company. The exercise price of such options shall be equal to the fair market value of the stock on the date that the option is granted. As of January 29, 1994, 60,000 options were exercisable. The Company's 1988 Key Employee Stock Option Plan provides for the grant of options to purchase up to 3,000,000 shares of common stock to key employees of the Company. The exercise price of options granted under this plan is $1.00 per share. As of January 29, 1994, 534,102 options were exercisable. The table below summarizes the activity in all Stock Option Plans:
Average Option Option Option Prices Shares Price Per Share - ------------------------------------------------------------------------------------------------ Outstanding at February 2, 1991 9,152,910 $ 3.928 $.222 - 5.813 Granted 1,672,400 3.164 .500 - 12.250 Cancelled (478,486) 3.562 .500 - 8.250 Exercised (1,363,318) 4.246 .222 - 5.813 - ------------------------------------------------------------------------------------------------ Outstanding at February 1, 1992 8,983,506 3.824 .500 - 12.250 Granted 1,214,250 11.760 .500 - 18.563 Cancelled (158,432) 3.321 .500 - 13.500 Exercised (941,118) 4.317 .222 - 12.250 - ------------------------------------------------------------------------------------------------- Outstanding at January 30, 1993 9,098,206 4.927 .222 - 18.563 Granted 1,270,000 14.253 1.000 - 18.875 Cancelled (327,224) 4.376 .500 - 18.875 Exercised (356,472) 8.621 .222 - 13.500 - ------------------------------------------------------------------------------------------------ Outstanding at January 29, 1994 9,684,510 $ 6.045 $.222 - 18.563 - ------------------------------------------------------------------------------------------------
At January 29, 1994, 8,072,457 shares were available for future grant under the 1988 Key Employee Stock Option, and the 1993 Employees' Stock Incentive plans. The Company's Non-Employee Directors Restricted Stock Plan provides for a one time grant of 5,000 shares of restricted stock to each member of the Board of Directors who are non-employees of the Company at the time of the inception of this plan and a pro-rata grant to each non- employee Director who is elected thereafter. Directors will pay no cash consideration for the restricted stock granted to them. 40,000 shares of the Company's common stock have been reserved for issuance under this plan of which 3,250, 4,084 and 15,000 shares were issued during the fiscal years ended January 29, 1994, January 30, 1993 and February 1, 1992 respectively. The Company's Managers' Stock Incentive Program provides for the grant to purchase Common Stock for $.10 per share to store managers. During the fiscal years ended February 1, 1992, the Company issued 122,358 to store managers under the program. The Company no longer intends to issue shares under this program. The shares issued and options granted under the above plans are subject to forfeiture if the employees do not remain in the employ of the Company for a specified period of time, or, in the case of the 1989 Non-Employee Director Stock Option Plan, if the individual ceased to remain a Director of the Company. 27 29 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CHARMING SHOPPES, INC. AND SUBSIDIARIES Year Ended January 29, 1994 SHAREHOLDER RIGHTS PLAN In April 1989, the Board of Directors adopted a Shareholder Rights Plan and declared a dividend of one Right for each outstanding share of Common Stock. In connection with the Company's two-for-one stock split which was effected on December 7, 1992, the number of Rights associated with each outstanding share of Common Stock was adjusted from one Right per share of Common Stock to one-half of a Right per share of Common Stock. Such Rights only become exercisable or transferable apart from the Common Stock, ten days after a person or group (Acquiring Person) acquires beneficial ownership of, or commences a tender or exchange offer for twenty percent (20%) or more of the Company's outstanding common shares. Each Right then may be exercised to acquire one three-hundredth of a share of newly created Series A Junior Participating Preferred Stock or a combination of securities and assets of equivalent value at a price of $70, subject to adjustment. Upon the occurrence of certain events (for example, if the Company is a surviving corporation in a merger with an Acquiring Person), the Rights entitle holders other than the Acquiring Person to acquire Common Stock having a value of twice the exercised price of the Rights, or, upon the occurrence of certain other events (for example, if the Company is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation), to acquire Common Stock of the Acquiring Person having a value twice the exercise price of the Rights. The Rights may be redeemed by the Company at $.01 per Right at any time until the tenth day following public announcement that a twenty percent (20%) position has been acquired. The Rights will expire on April 26, 1999. EMPLOYEE RETIREMENT BENEFIT PLAN The Company provides a comprehensive retirement benefit program for its employees. The Plan provides for a noncontributory profit sharing contribution which covers substantially all full-time employees who meet age and service requirements. The contribution is completely discretionary and is determined by the Board of Directors on an annual basis. The Plan also provides an employee savings provision (401(k) plan) whereby eligible participating employees may elect to contribute up to 15% of their compensation to an investment trust. The Company contributes an amount equal to 30% of the participant's elective contribution, up to 6% of the participant's compensation. The total expense for the above plan amounted to $3,323,000, $3,039,000, and $2,739,000 for the years ended January 29, 1994, January 30, 1993, and February 1, 1992, respectively. LEASES The Company leases all of its stores under noncancelable lease agreements. Generally, these leases have initial periods of 5 to 20 years and contain provisions for renewal options, additional rentals based on a percentage of sales and payment of certain real estate taxes. In November 1991, the Company completed a sale and leaseback agreement for $21.0 million of point-of-sale equipment. Under the terms of this agreement, the Company has agreed to leaseback this equipment under a three-year lease with a two-year option for $4.0 million per year. The Company also leases certain other buildings and equipment.
Rental expense (in thousands) 1994 1993 1992 ---- ---- ---- Minimum rental $82,425 $70,321 $57,521 Contingent rental 12,413 11,331 9,858 - ------------------------------------------------------------------------- Total rent expense $94,838 $81,652 $67,379 - -------------------------------------------------------------------------
28 30 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CHARMING SHOPPES, INC. AND SUBSIDIARIES Year Ended January 29, 1994 LEASES Minimum annual rental commitments for all noncancelable leases for the next five fiscal years and thereafter are:
(in thousands) 1995 $ 99,397 1996 95,278 1997 89,766 1998 82,244 1999 70,928 Thereafter 290,787
29 31 QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
IN THOUSANDS EXCEPT PER SHARE AMOUNTS --------------------------------------------------- FIRST SECOND THIRD FOURTH QUARTER QUARTER QUARTER QUARTER --------------------------------------------------- Net sales 1994 $275,299 $308,637 $313,000 $357,186 1993 $262,462 $289,606 $289,479 $337,167 - --------------------------------------------------------------------------- Cost of goods sold, buying and occupancy 1994 190,083 212,017 218,630 242,651 1993 178,543 198,827 198,588 229,005 - --------------------------------------------------------------------------- Gross profit 1994 85,216 96,620 94,370 114,535 1993 83,919 90,779 90,891 108,162 - --------------------------------------------------------------------------- Selling, general and administrative 1994 62,961 68,561 73,694 80,588 1993 61,593 60,625 66,675 71,913 - --------------------------------------------------------------------------- Net income before cumulative effect of accounting change 1994 16,219 20,602 15,163 23,781 1993 16,125 21,726 17,385 25,891 - --------------------------------------------------------------------------- Net income per share before cumulative effect of accounting change 1994 .15 .19 .14 .22 1993 .15 .20 .16 .24 - --------------------------------------------------------------------------- Net income 1994 $20,210 $20,602 $15,163 $23,781 1993 $16,125 $21,726 $17,385 $25,891 - --------------------------------------------------------------------------- Net income per share 1994 .19 .19 .14 .22 1993 .15 .20 .16 .24 - ---------------------------------------------------------------------------
30 32 ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There are no matters which are required to be reported under this Item 9. PART III ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information regarding Directors of the Company is set forth under the caption "Election of Directors" of the Company's definitive proxy statement which is incorporated herein by reference. Information regarding Executive Officers is set forth herein under Item 4A. "Executive Officers of the Registrant", in Part I hereof. ITEM 11 EXECUTIVE COMPENSATION Information regarding executive compensation is set forth under the captions "Management Compensation" and "Report of the Compensation and Stock Option Committees of the Board of Directors on Executive Compensation" of the Company's definitive proxy statement which is incorporated herein by reference. ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information regarding the security ownership of certain beneficial owners and management is set forth under the caption "Principal Shareholders and Management Ownership" of the Company's definitive proxy statement which is incorporated herein by reference. ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information regarding certain relationships and related transactions is set forth under the caption "Certain Relationships and Related Transactions" of the Company's definitive proxy statement which is incorporated herein by reference. 31 33 PART IV ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) (1) FINANCIAL STATEMENTS The following Consolidated Financial Statements of Charming Shoppes, Inc. and its subsidiaries are included in Part II, Item 8: Report of independent auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Consolidated Balance Sheets - January 29, 1994 and January 30, 1993 . . . . . . . . . . . . . . . . . 16 Consolidated Statements of Income - years ended January 29, 1994, January 30, 1993 and February 1, 1992 . . . . . . . . . . . . . . . . 17 Consolidated Statements of Cash Flows - years ended January 29, 1994, January 30, 1993 and February 1, 1992 . . . . . . . . . . . . . . . . 18 Consolidated Statements of Stockholders' Equity - years ended January 29, 1994, January 30, 1993 and February 1, 1992 . . . . . . . . . . . . . . . . . . . 19 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(a) (2) FINANCIAL STATEMENT SCHEDULES Schedule I - Marketable Securities - Other Investments . . . . . . . . . . . . . . . . . . . . . . 35 Schedule II - Amounts Receivable From Related Parties and Underwriters, Promoters, and Employees Other Than Related Parties - years ended January 29, 1994, January 30, 1993 and February 1, 1992 . . . . . . . . . . . . . . . . 36 Schedule V - Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Schedule VI - Accumulated depreciation, depletion and amortization of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Schedule VIII - Valuation and Qualifying Accounts. . . . . . . . . . . . . . . . . . . . . . . . . 39 Schedule X - Supplementary Income Statement Information . . . . . . . . . . . . . . . . . . . . . . 40
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. REPORTS ON FORM 8-K: No reports required to be filed EXHIBITS, INCLUDING THOSE INCORPORATED BY REFERENCE The following is a list of Exhibits filed as part of this annual report on Form 10-K. Where so indicated by footnote, Exhibits which were previously filed are incorporated by reference. For Exhibits incorporated by reference, the location of the Exhibit in the previous filing is indicated in parenthesis. The page numbers listed refer to the page numbers where such Exhibits are located using the sequential numbering system specified by Rules 0-3 and 403: 32 34 ARTICLES OF INCORPORATION AND BY-LAWS 3.1 Restated Articles of Incorporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.2 By-Laws, as Amended and Restated . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES 4.1 Shareholders' Rights Plan, incorporated by reference to Form 8-K, filed on May 23, 1989. MATERIAL CONTRACTS 10.1.1 Note Agreement between the Registrant and Various Insurance Companies for $30,000,000 dated June 1, 1988 and incorporated by reference to Form 10-K of the Registrant for the year ended January 28, 1989. (Exhibit 10-1, Pg. 63). 10.1.2 Sale and Purchase Agreement between Fashion Service Corp. and BancOhio National Bank dated July 27, 1988 and incorporated by reference to Form 10-K of the Registrant for the year ended January 28, 1989. (Exhibit 10-1, Pg. 96). 10.1.3 Receivables Purchase Agreement between Fashion Service Corp. and Mellon Bank, N.A. dated April 4, 1989 and incorporated by reference to Form 10-K of the Registrant for the year ended January 28, 1989 (Exhibit 10-1, Pg. 114). 10.1.4 Amended and restated Receivables Purchase Agreement among Spirit of America National Bank as Seller, Fashion Service Corp. and Charming Shoppes, Inc. as Guarantors and Mellon Bank, N.A., as Buyer dated November 14, 1991, and incorporated by reference to Form 10-K of the Registrant for the year ended February 1, 1992 (Exhibit 10-1, Pg. 38). 10.1.5 Participation Agreement between the Registrant, Charming Shoppes of Delaware, Inc., and various financial services companies for Lease Financing of Point-of-Sale Equipment dated October 31, 1991, and incorporated by reference to Form 10-K of the Registrant for the year ended February 1, 1992 (Exhibit 10-1, Pg. 161). 10.1.6 Agreement and Lease between Charming Shoppes of Delaware, Inc., as Lessee and Mellon Financial Services Corporation as Lessor dated October 31, 1991 and incorporated by reference to Form 10-K of the Registrant for the year ended February 1, 1992 (Exhibit 10-1, Pg. 214). 10.1.7 Pooling and Servicing Agreement between Spirit of America National Bank as Seller and Servicer and Fidelity Bank, N.A., as Trustee for Spirit of America Master Trust, dated December 24, 1992 and incorporated by reference to Form 10-K of the Registrant for the year ended January 30, 1993 (Exhibit 10-1, Pg. 62). 10.1.8 Receivables Purchase Agreement among Fidelity Bank, N.A., as Trustee for Spirit of America Master Trust, as Seller, Fashion SPC, Inc., as Subordinated Purchaser, Spirit of America National Bank, as Owner and Servicer, Ciesco L.P., Corporate Asset Funding Company, Inc., and Corporate Receivables Corporation, as Purchasers and Citicorp North America, Inc., as Agent, dated December 24, 1992 and incorporated by reference to Form 10-K of the registrant for the year ended January 30, 1993 (Exhibit 10-1, Pg. 184). 10.1.9 Parallel Purchase Commitment among Fidelity Bank, N.A., as Trustee, Spirit of America Master Trust, as Seller, Fashion SPC, Inc., as Subordinated Purchaser, Spirit of America National Bank, as Owner and Servicer, Citibank, N.A., and Citicorp North America, Inc., as Agent, dated December 24, 1992 and incorporated by reference to Form 10-K of the registrant for the year ended January 30, 1993 (Exhibit 10-1, Pg. 404). 33 35 *10.1.10 Amendment Agreement, dated September 20, 1993 to Receivables Purchase Agreement dated December 24, 1992 (Referenced in Exhibit 10.1.8) 10.1.11 Amendment Agreement, dated September 20, 1993 to Parallel Purchase Agreement dated December 24, 1992 (Referenced in Exhibit 10.1.9) *10.1.12 Sale and Purchase Agreement between National City Bank, Columbus, N.A. and Fashion Service Corp., dated September 30, 1993 EMPLOYEE BENEFIT PLANS AND AGREEMENTS 10.2.1 Key Employee Stock Incentive Program, filed September 13, 1984 under Amendment No. 1 to Registration Statement #2-92795 and incorporated herein by reference. 10.2.2 The 1986 Employees' Stock Option Plan of Charming Shoppes, Inc., and incorporated by reference to Form 10-K of the Registrant for the year ended February 1, 1992 (Exhibit 10.2.2, pg. 240) 10.2.3 The 1988 Key Employee Stock Option Plan of Charming Shoppes, Inc., as amended incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 30, 1993 (Exhibit 10.2.3, pg. 486) 10.2.4 The 1990 Employees' Stock Incentive Plan of Charming Shoppes, Inc., as amended incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 30, 1993 (Exhibit 10.2.4, pg. 492) 10.2.5 The 1989 Non-Employee Director Stock Option Plan of Charming Shoppes, Inc., as amended incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 30, 1993 (Exhibit 10.2.5, pg. 499) 10.2.6 Non Employee Director Restricted Stock Plan as amended incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 30, 1993 (Exhibit 10.2.6, pg. 503) 10.2.7 Consulting Agreement with Ellis Wachs, dated as of March 2, 1990, effective April 27, 1991, incorporated by reference to From 10-K of the Registrant for the fiscal year ended February 3, 1990 (Exhibit 10.2.8) 10.2.8 Employment Agreement with Colin D. Stern dated as of October 3, 1989, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 1, 1992 (Exhibit 10.2.12, Pg. 245) 10.2.9 Subplan and Summary Description of the Annual Incentive Plan of Charming Shoppes, Inc., incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 1, 1992 (Exhibit 10.2.13, Pg. 251) 10.2.10 The 1993 Employees' Stock Incentive Plan of Charming Shoppes, Inc. 10.2.11 The 1993 Employees' Stock Incentive Plan Stock Option Agreement (regular vesting schedule) of Charming Shoppes, Inc. 10.2.12 The 1993 Employees' Stock Incentive Plan Stock Option Agreement (accelerated vesting schedule) of Charming Shoppes, Inc. Exhibit 22 - Subsidiaries of Registrant . . . . . . . . . . . . . . . . . . . Exhibit 23 - Consent of independent auditors . . . . . . . . . . . . . . . . *Portions of this exhibit have been omitted and filed separately with Secretary of the Commission pursuant to the Registrants' Application Requesting Confidential Treatment. All other schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or notes thereto. 34 36 CHARMING SHOPPES, INC. AND SUBSIDIARIES SCHEDULE I - MARKETABLE SECURITIES - OTHER INVESTMENTS
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E - -------- -------- -------- -------- -------- AMOUNT OF WHICH EACH PORTFOLIO OF NUMBER OF SHARES OR MARKET VALUE EQUITY SECURITY ISSUES UNITS-PRINCIPAL OF EACH ISSUE AND EACH OTHER SECURITY NAME OF ISSUER AND AMOUNTS OF BONDS COST OF AT BALANCE ISSUE CARRIED IN TITLE OF EACH ISSUE AND NOTES EACH ISSUE SHEET DATE THE BALANCE SHEET - ------------------- --------- ---------- ---------- ----------------- Corporate Asset Funding Company, Inc. Investor Certificates $ 27,835,000 $ 27,835,000 $ 27,835,000 Municipal Bonds 13,502,000 13,502,000 13,502,000 Other 3,953,000 3,953,000 3,953,000 --------- --------- ---------- Total Short Term Investments 45,290,000 45,290,000 45,290,000 ---------- ---------- ---------- Government Agency Mortgage Backed Securities 30,979,000 32,063,000 30,979,000 Municipal Bonds and Municipal Bond Mutual Funds 43,363,000 43,893,000 43,363,000 Preferred Stocks 3,875,000 4,199,000 3,875,000 Low Income Housing Partnerships 2,487,000 2,487,000 2,487,000 Treasury Bonds 2,211,000 2,385,000 2,211,000 Other 780,000 760,000 780,000 ------------ ----------- ------------ Total Long Term Investments $ 83,695,000 $ 85,787,000 $ 83,695,000 ------------ ----------- ------------
35 37 CHARMING SHOPPES, INC. AND SUBSIDIARIES SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E - -------- -------- -------- ----------------------- ------------------ BALANCE AT BEGINNING BALANCE AT NAME OF DEBTOR OF PERIOD ADDITIONS DEDUCTIONS END OF PERIOD - -------------- --------- --------- ------------------------ ------------------ Amounts Amounts Not Collected Written Off Current Current --------- ----------- ------- ------- YEAR ENDED JANUARY 29, 1994 NONE YEAR ENDED JANUARY 30, 1993 Mordechay Kafry, interest bearing note at Prime plus 1% due 6/30/93 427,671 15,331 443,002 0 0 0 Ivan Szeftel, interest bearing note at 9% due 10/31/95, collateralized by common stock 68,675 1,507 70,182 0 0 0 YEAR ENDED FEBRUARY 1, 1992 Lionel Savadove, interest bearing note at 6% due 6/30/93, collateralized by common stock 402,688 0 402,688 (1) 0 0 0 Mordechay Kafry, interest bearing note at Prime plus 1% due 1/30/95 0 427,671 0 0 0 427,671 Ivan Szeftel, interest bearing note at 9% due 10/31/95, collateralized by common stock 68,675 6,180 6,180 0 0 68,675
(1) During the fiscal year ended February 1, 1992, Mr. Savadove resigned his position with the Company and as such is no longer a related party. The note was paid when due on 06/30/93. 36 38 CHARMING SHOPPES, INC. AND SUBSIDIARIES SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F - -------- -------- -------- -------- --------- -------- BALANCE AT BEGINNING ADDITIONS RETIREMENTS/ BALANCE AT CLASSIFICATION OF PERIOD AT COST EXCHANGES OTHER END OF PERIOD - -------------- --------- ------- --------- ----- ------------- YEAR ENDED FEBRUARY 1, 1992: Land $ 2,810,000 $ 0 $ 0 $ 0 $ 2,810,000 Building and Improvements 42,204,000 1,017,000 0 0 43,221,000 Leasehold Improvements 104,962,000 14,125,000 4,933,000 0 114,154,000 Store Fixtures 59,641,000 9,265,000 1,570,000 0 67,336,000 Equipment 63,815,000 22,271,000 12,587,000 (1) (15,021,000) (2) 58,478,000 ----------- ---------- ---------- ------------ ---------- $ 273,432,000 $ 46,678,000 $ 19,090,000 $ (15,021,000) $ 285,999,000 ------------- ------------ ------------ ------------- ------------- YEAR ENDED JANUARY 30, 1993: Land $ 2,810,000 $ 0 $ 0 $ 0 $ 2,810,000 Building and Improvements 43,221,000 6,412,000 333,000 0 49,300,000 Leasehold Improvements 114,154,000 27,759,000 5,887,000 0 136,026,000 Store Fixtures 67,336,000 14,395,000 1,407,000 0 80,324,000 Equipment 58,478,000 16,422,000 194,000 0 74,706,000 ---------- ---------- ------- - ---------- $ 285,999,000 $ 64,988,000 $ 7,821,000 $ 0 $ 343,166,000 ------------- ------------ ----------- --------------- --------------- YEAR ENDED JANUARY 29, 1994: Land $ 2,810,000 $ 575,000 $ 0 $ 0 $ 3,385,000 Building and Improvements 49,300,000 13,209,000 750,000 0 61,759,000 Leasehold Improvements 136,026,000 30,024,000 4,581,000 0 161,469,000 Store Fixtures 80,324,000 13,299,000 829,000 0 92,794,000 Equipment 74,706,000 21,916,000 0 0 96,622,000 ---------- ---------- ------- --------------- ---------- $ 343,166,000 $79,023,000 $ 6,160,000 $ 0 $ 416,029,000 ------------- ----------- ------------ --------------- -------------
(1) $12,495,000 of this amount represents the cost of point-of-sale equipment exchanged for new equipment during fiscal 1992. The Company received a $3,998,000 reduction in the purchase price of the new equipment in exchange for equipment with a book value of $2,195,000. The resulting gain of $1,803,000 will be amortized over the life of the equipment. (2) During fiscal 1992, the Company entered into a sale and leaseback transaction for point-of-sale equipment with a cost of $15,021,000. 37 39 CHARMING SHOPPES, INC. AND SUBSIDIARIES SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
Column A Column B Column C Column D Column F - -------- -------- -------- -------- -------- Balance at Beginning Additions Retirements/ Balance at Classification of Period at Cost Exchanges End of Period - -------------- --------- ------- --------- ------------- YEAR ENDED FEBRUARY 1, 1992: Building and Improvements $ 5,271,000 $ 1,502,000 $ 0 $ 6,773,000 Leasehold Improvements 34,350,000 9,887,000 2,478,000 41,759,000 Store Fixtures 21,122,000 6,600,000 1,568,000 26,154,000 Equipment 31,249,000 8,628,000 10,317,000 (1) 29,560,000 ---------- --------- ---------- ---------- $ 91,992,000 $ 26,617,000 $ 14,363,000 $ 104,246,000 ------------ ------------ ------------ ------------- YEAR ENDED JANUARY 30, 1993: Building and Improvements $ 6,773,000 $ 702,000 $ 0 $ 7,475,000 Leasehold Improvements 41,759,000 11,653,000 3,173,000 50,239,000 Store Fixtures 26,154,000 8,660,000 1,390,000 33,424,000 Equipment 29,560,000 8,560,000 152,000 37,968,000 ---------- --------- ----------- ---------- $ 104,246,000 $ 29,575,000 $ 4,715,000 $ 129,106,000 ------------- ------------ ----------- ------------- YEAR ENDED JANUARY 29, 1994: Building and Improvements $ 7,475,000 $ 1,920,000 $ 184,000 $ 9,211,000 Leasehold Improvements 50,239,000 13,784,000 2,815,000 61,208,000 Store Fixtures 33,424,000 10,201,000 829,000 42,796,000 Equipment 37,968,000 10,512,000 0 48,480,000 ----------- ---------- --- ---------- $129,106,000 $ 36,417,000 $ 3,828,000 $ 161,695,000 ------------ ------------ ----------- -------------
(1). $10,300,000 of this amount represents the accumulated depreciation on point-of-sale equipment exchanged for new equipment during Fiscal 1992. 38 40 CHARMING SHOPPES, INC. AND SUBSIDIARIES SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E - -------- -------- --------------------------------- -------- -------- (1) ADDITIONS BALANCE AT CHARGED TO CHARGED TO BEGINNING COSTS AND OTHER ACCOUNTS DEDUCTIONS BALANCE AT DESCRIPTION OF PERIOD EXPENSES (DESCRIBE) (DESCRIBE) END OF PERIOD - ----------- --------- -------- ---------- ---------- ------------- YEAR ENDED JANUARY 29, 1994 NONE YEAR ENDED JANUARY 30, 1993 ALLOWANCE FOR DOUBTFUL ACCOUNTS $3,381,000 $ 0 $(3,381,000) (3) $ 0 $ 0 YEAR ENDED FEBRUARY 1, 1992: ALLOWANCE FOR DOUBTFUL ACCOUNTS $2,109,000 $2,806,000 $ 1,416,000 (2) $2,950,000 $3,381,000
(1) Represents uncollected accounts written off, net of recoveries. (2) Represents reserve established at the date of purchase of the related accounts receivable (February and October, 1991). (3) Accounts receivable net of reserve sold December 24, 1992. 39 41 CHARMING SHOPPES, INC. AND SUBSIDIARIES SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
COLUMN A COLUMN B - --------- --------- CHARGED TO COSTS & EXPENSES --------------------------- JANUARY 29 JANUARY 30 FEBRUARY 1 ITEM 1994 1993 1992 - ---- ---- ---- ---- Advertising costs $ 13,242,000 $ 13,058,000 $ 10,709,000
Other costs are not presented as such amounts are less than one percent of total sales and revenues. 40 42 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Charming Shoppes, Inc., has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CHARMING SHOPPES, INC. S / David V. Wachs ------------------------------------------- By: David V. Wachs Chairman of the Board (Chief Executive Officer)
Date: March 30, 1994 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: S / David V. Wachs S / Ivan Szeftel ------------------------------------------- --------------------------------------------------- David V. Wachs, March 30, 1994 Ivan Szeftel, March 30, 1994 Chairman of the Board (Chief Financial Officer) (Chief Executive Officer) S / Philip Wachs S / Samuel Sidewater ------------------------------------------- ------------------------------------------- Philip Wachs, March 30, 1994 Samuel Sidewater, March 30, 1994 President and Director Vice Chairman of the Board (Chief Operating Officer) S / Joseph L. Castle II S / Mordechay Kafry ------------------------------------------- ------------------------------------------- Joseph L. Castle II, March 30, 1994 Mordechay Kafry, March 30, 1994 Director Director S / Eric Specter ------------------------------------------- Eric Specter, March 30, 1994 (Chief Accounting Officer)
EX-3.1 2 RESTATED ARTICLES OF INCORP. CHARMING SCHOPPES 1 RESTATED ARTICLES OF INCORPORATION OF CHARMING SHOPPES, INC. (AS AMENDED THROUGH JULY 7, 1993)* *Note: Approved By Shareholders 6/29/93. Filed with PA. Dept. of State 1/7/93 2 RESTATED ARTICLES OF INCORPORATION OF CHARMING SHOPPES, INC. ARTICLE 1. The name of the corporation is: Charming Shoppes, Inc. ARTICLE 2. The address of the registered office of the corporation in this Commonwealth is: 450 Winks Lane Bensalem, PA 19020 ARTICLE 3. The corporation is incorporated under the provisions of the Business Corporation Law of the Commonwealth of Pennsylvania (the "Business Corporation Law"). ARTICLE 4. The purpose or purposes for which the corporation is incorporated are to have unlimited power to engage in and to do any lawful act concerning any or all lawful business for which corporations may be incorporated under the Business Corporation Law. ARTICLE 5. CAPITAL STOCK. (a) Authorized Shares. The aggregate number of shares which the corporation shall have authority to issue is 301,000,000 of which 300,000,000 shares of the par value of $.10 per share shall be Common Stock and 1,000,000 shares of the par value of $1.00 per share shall be Series Preferred Stock. The board of directors may authorize the issuance from time to time of the Series Preferred Stock in one or more series and with designations, preferences, qualifications, limitations, restrictions and special or relative rights (which may differ with respect to each series) as the Board may fix by resolution. Without limiting the foregoing, the board of directors is authorized to fix with respect to each series: (1) the number of shares which shall constitute the series and the name of the series; (2) the rate and times at which, and the preferences and conditions under which, dividends shall be payable on shares of the series, and the status of such dividends as cumulative or non-cumulative and as participating or non- participating; (3) the prices, times and terms, if any, at or upon which shares of the series shall be subject to redemption; (4) the rights, if any, of holders of shares of the series to convert such shares into, or to exchange such shares for, shares of any other class of stock of the corporation; (5) the terms of the sinking fund or redemption or purchase account, if any, to be provided for shares of the series; (6) the rights and preferences, if any, of the holders of shares of the series upon any liquidation, dissolution or winding up of the affairs of, or upon any distribution of the assets of, the corporation; 1 3 (7) the limitations, if any, applicable while such series is outstanding, on the payment of dividends or making of distributions on, or the acquisition of, the common stock or any other class of stock which does not rank senior to the shares of the series; (8) the voting rights, if any, to be provided for shares of the series. (b) Series A Preferred Shares. The first series of the Series Preferred Stock, par value $1.00 per share, shall consist of 300,000 shares designated as Series A Junior Participating Preferred Shares (the "Series A Preferred Shares"). The voting rights, designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other special or relative rights of the Series A Preferred Shares are as follows: (1) Dividends and Distributions. (A) The rate of dividends payable per share of Series A Preferred Shares on the first day of March, June, September and December in each year or such other quarterly payment date as shall be specified by the board of directors (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of the Series A Preferred Shares, shall be (rounded to the nearest cent) equal to the greater of: (i) $1.50; or (ii) subject to the provision for adjustment hereinafter set forth, 300 times the aggregate per share amount of all cash dividends, and 300 times the aggregate per share amount (payable in cash, based upon the fair market value at the time the non-cash dividend or other distribution is declared or paid as determined in good faith by the board of directors) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, $.10 par value, of the corporation since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series A Preferred Shares. Dividends on the Series A Preferred Shares shall be paid out of funds legally available for such purpose. In the event the corporation shall at any time after April 27, 1989 (the "Rights Declaration Date"): (iii) declare any dividend on Common Stock payable in shares of Common Stock; (iv) subdivide the outstanding shares of Common Stock; or (v) combine the outstanding shares of Common Stock into a smaller number of shares; then in each such case the amounts to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A 2 4 Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. (2) Voting Rights. In addition to any other voting rights required by law, the holders of Series A Preferred Shares shall have the following voting rights: (A) Subject to the provision for adjustment hereinafter set forth, each Series A Preferred Share shall entitle the holder thereof to 300 votes on all matters submitted to a vote of the shareholders of the corporation. In the event the corporation shall at any time after the Rights Declaration Date: (i) declare any dividend on Common Stock payable in shares of Common Stock; (ii) subdivide the outstanding shares of Common Stock; or (iii) combine the outstanding shares of Common Stock into a smaller number of shares; then in each such case the number of votes per share to which holders of Series A Preferred Shares were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) (i) In the event that dividends upon the Series A Preferred Shares shall be in arrears to an amount equal to six full quarterly dividends thereon, the holders of such Series A Preferred Shares shall become entitled to the extent hereinafter provided to vote noncumulatively at all elections of directors of the corporation, and to receive notice of all shareholders' meetings to be held for such purpose. At such meetings, to the extent that directors are being elected, the holders of such Series A Preferred Shares voting as a class shall be entitled solely to elect two members of the board of directors of the corporation; and all other directors of the corporation shall be elected by the other shareholders of the corporation entitled to vote in the election of directors. Such voting rights of the holders of such Series A Preferred Shares shall continue until all accumulated and unpaid dividends thereon shall have been paid or funds sufficient therefor set aside, whereupon all such voting rights of the holders of shares of such series shall cease, subject to being again revived from time to time upon the reoccurrence of the conditions above described as giving rise thereto. (ii) At any time when such right to elect directors separately as a class shall have so vested, the corporation may, and upon the written request of the holders of record of not less than 20% of the then outstanding total number of shares of all the Series A Preferred Shares having the right to elect directors in such circumstances shall, call a special meeting of holders of such Series A Preferred Shares for the election of directors. In the case of such a written request, such special meeting shall be held within 90 days after the delivery of such request, and, in either case, at the place and upon the notice provided by law and in the bylaws of the corporation; provided, that the corporation shall not be required to call such a special meeting if such request is received less than 120 days before the date fixed for the next ensuing annual or special meeting of shareholders of the corporation. Upon the mailing of the notice of such special meeting to the holders of such Series A Preferred Shares, or, if no such meeting be held, then upon the mailing of the notice of the next annual or special meeting of shareholders for the election of directors, the number of directors of the corporation shall, ipso facto, be increased to the extent, but only to the extent, necessary to provide sufficient vacancies to enable the holders of such Series A Preferred Shares to elect the two directors hereinabove provided for, and all such vacancies shall be filled only by vote of the holders of such Series A Preferred Shares as hereinabove provided. Whenever the number of directors of the corporation shall have been increased, the number as so increased may thereafter be further increased or decreased in such manner as may be permitted by the bylaws and without the vote of the holders of Series A Preferred Shares, provided that no such action shall impair the right of the holders of Series A Preferred Shares to elect and to be represented by two directors as herein provided. 3 5 (iii) So long as the holders of Series A Preferred Shares are entitled hereunder to voting rights, any vacancy in the board of directors caused by the death or resignation of any director elected by the holders of Series A Preferred Shares, shall, until the next meeting of shareholders for the election of directors, in each case be filled by the remaining director elected by the holders of Series A Preferred Shares having the right to elect directors in such circumstances. (iv) Upon termination of the voting rights of the holders of any series of Series A Preferred Shares the terms of office of all persons who shall have been elected directors of the corporation by vote of the holders of Series A Preferred Shares or by a director elected by such holders shall forthwith terminate. (C) Except as otherwise provided herein, in the articles of the corporation or by law, the holders of Series A Preferred Shares and the holders of Common Stock (and the holders of shares of any other series or class entitled to vote thereon) shall vote together as one class on all matters submitted to a vote of shareholders of the corporation. (3) Reacquired Shares. Any Series A Preferred Shares purchased or otherwise acquired by the corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued Series Preferred Stock and may be reissued as part of a new series of Series Preferred Stock to be created by resolution or resolutions of the board of directors. (4) Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation, the holders of Series A Preferred Shares shall be entitled to receive the greater of: (A) $1.00 per share, plus accrued dividends to the date of distribution, whether or not earned or declared; or (B) an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 300 times the aggregate amount to be distributed per share to holders of Common Stock. In the event the corporation shall at any time after the Rights Declaration Date: (C) declare any dividend on Common Stock payable in share of Common Stock; (D) subdivide the outstanding shares of Common Stock; or (E) combine the outstanding shares of Common Stock into a smaller number of shares; then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event pursuant to subsection 4(B) shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (5) Consolidation, Merger, etc. In case the corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the Series A Preferred Shares shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 300 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the corporation shall at any time after the Rights Declaration Date: (A) declare any dividend on Common Stock payable in shares of Common Stock; (B) subdivide the outstanding shares of Common Stock; or 4 6 (C) combine the outstanding shares of Common Stock into a smaller number of shares; then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (6) No Redemption. The Series A Preferred Shares shall not be redeemable. (7) Ranking. The Series A Preferred Shares shall rank junior to all other series of the corporation's Series Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise. (8) Fractional Shares. Series A Preferred Shares may be issued in fractions of a share which shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Shares. (c) No Cumulative Voting. Cumulative voting shall not be allowed upon any vote of the shareholders of this corporation. ARTICLE 6. BUSINESS COMBINATIONS. The vote of shareholders of the corporation required to approve any Business Combination shall be as set forth in this Article. The term "Business Combination" and each other capitalized term used in this Article shall have the meaning ascribed to it in section (b). (a) General Rule. In addition to any affirmative vote required by law or these Articles of Incorporation: (1) any merger or consolidation of the corporation or any Subsidiary with: (A) any Interested Shareholder; or (B) any other corporation or entity (whether or not itself an Interested Shareholder) which is, or after such merger or consolidation would be, an Affiliate of an Interested Shareholder; or (2) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Shareholder or any Affiliate of any Interested Shareholder of assets of the corporation or any Subsidiary having an aggregate Fair Market Value of $5,000,000 or more; or (3) the issuance or transfer by the corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the corporation or any Subsidiary to any Interested Shareholder or any Affiliate of any Interested Shareholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $5,000,000 or more, other than: (A) in connection with a purchase by the corporation or any Subsidiary of any securities of the corporation or any Subsidiary; or (B) pursuant to a right of the corporation or any Subsidiary to place any such securities with such Interested Shareholder (or such Affiliate), which right was acquired by the corporation or Subsidiary at a time when such person was not an Interested Shareholder or an Affiliate of an Interested Shareholder; or (C) the issuance of securities upon the conversion of the convertible securities or the exercise of options or warrants of the corporation or any Subsidiary which were not acquired by such Interested Shareholder (or such Affiliate) from the corporation or a Subsidiary or were acquired by such Interested Shareholder (or such 5 7 Affiliate) at a time when such person was not an Interested Shareholder or an Affiliate of an Interested Shareholder; or (4) the adoption of any plan or proposal for the liquidation or dissolution of the corporation proposed by or on behalf of an Interested Shareholder of any Affiliate of any Interested Shareholder; or (5) any reclassification of securities (including any reverse stock split), or recapitalization of the corporation, or any merger or consolidation of the corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Shareholder), other than a purchase by the corporation or any Subsidiary of any securities of the corporation or any Subsidiary, which in any such case has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class or series of stock or securities convertible into stock of the corporation or any Subsidiary which is directly or indirectly beneficially owned by any Interested Shareholder or any Affiliate of any Interested Shareholder; shall not be consummated without the affirmative vote of the holders of not less than 80% of the combined voting power of the then outstanding shares of stock of all classes and series of the corporation entitled to vote generally in the election of directors ("Voting Stock"), in each case voting together as a single class (it being understood that for purposes of this Article, each share of the Voting Stock shall have the number of votes granted to it pursuant to Article 5 of these Articles of Incorporation). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or by these Articles of Incorporation or in any agreement with any national securities exchange or otherwise. Notwithstanding the foregoing, the provisions of this section shall not apply to any transaction described in subsections (a)(1) through (a)(5) if the board of directors of the corporation shall by resolution have approved, prior to the time that such Interested Shareholder shall have become an Interested Shareholder, a memorandum of understanding or an agreement with such Interested Shareholder setting forth, at least generally, the substance of the terms upon which such transaction shall thereafter be consummated. (b) Definitions. For the purposes of this Article: (1) "Affiliate" of a specified person is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. (2) "Associate" of a specified person means: (A) any corporation or organization (other than the person or a majority-owned subsidiary of the person) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities; (B) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (C) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of the person or any of its parents or subsidiaries. (3) "Business Combination" means any transaction that is referred to in any one or more subsections (a)(1) through (a)(5). (4) "Disinterested Director" means any member of the board of directors of the corporation who is unaffiliated with, and not a nominee of, the Interested Shareholder and was a member of the board prior to the time that the Interested Shareholder became an Interested Shareholder, and any successor of a Disinterested Director who is unaffiliated with, and not a nominee of, the Interested Shareholder and who is recommended to succeed a Disinterested Director by a majority of Disinterested Directors then on the board of directors. 6 8 (5) "Fair Market Value" means: (A) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing sales price or bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by a majority of the Disinterested Directors in good faith; and (B) in the case of stock of any class or series which is not traded on any United States registered securities exchange nor in the over-the-counter market or in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by a majority of the Disinterested Directors in good faith. (6) "Interested Shareholder" shall mean any person (other than the corporation or any Subsidiary) who or which: (A) is the beneficial owner, directly or indirectly, of 10% or more of the combined voting power of the then outstanding shares of Voting Stock; or (B) is an Affiliate of the corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 10% or more of the combined voting power of the then outstanding shares of Voting Stock; or (C) is an assignee of or has otherwise succeeded to the beneficial ownership of any shares of Voting Stock that were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933; provided, however, that no person who has been the beneficial owner, directly or indirectly and including shares deemed owned through application of subsection (b)(9), of 10% or more of the combined voting power of the outstanding shares of Voting Stock for more than ten years, and no Affiliate of any such person, and no assignee or other person who has otherwise succeeded to the beneficial ownership of shares of Voting Stock representing 10% or more of the combined voting power of the then outstanding shares of Voting Stock that were at any time within the two-year period immediately prior to the date in question beneficially owned by any such person, and no heir, beneficiary or distributee of any such person (including the estate of any such person), shall be deemed to be an Interested Shareholder for purposes of this Article. (7) A "person" shall mean any individual, firm, corporation or other entity. (8) "Subsidiary" means any corporation more than 50 percent of whose outstanding stock having ordinary voting power in the election of directors is owned, directly or indirectly, by the corporation or by a Subsidiary or by the corporation and one or more Subsidiaries; provided, however, that for the purposes of the definition of Interested Shareholder set forth in subsection (b)(6), the term "Subsidiary" shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the corporation. (9) A person shall be a "beneficial owner" of any Voting Stock: (a) which such person or any of its Affiliates or Associates beneficially owns, directly or indirectly; or 7 9 (b) which such person or any of its Affiliates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote or direct the vote pursuant to any agreement, arrangement or understanding; or (c) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock. (10) For the purpose of determining whether a person is an Interested Shareholder pursuant to (b)(6), the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of subsection (b)(9), but shall not include any other shares of Voting Stock that may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. (c) Determinations of Disinterested Directors. A majority of the Disinterested Directors of the corporation shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article 8, including, without limitation: (1) whether a person is an Interested Shareholder; (2) the number of shares of Voting Stock beneficially owned by any person; (3) whether a person is an Affiliate or Associate of another person; and (4) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $5,000,000 or more. The good faith determination of a majority of the Disinterested Directors on such matters shall be conclusive and binding for all purpose of this Article. (d) Construction. Nothing contained in this Article shall be construed to relieve any Interested Shareholder from any fiduciary obligation imposed by law. (e) Amendment or Repeal. Notwithstanding anything contained in these Articles of Incorporation to the contrary, the affirmative vote of the holders of not less than 80% of the voting power of the Voting Stock, voting together as a single class, shall be required to alter, amend, or repeal this Article or to adopt any provision inconsistent therewith. ARTICLE 7. DIRECTORS. (a) Classes. At each annual meeting of shareholders, each director shall be elected to hold office until the expiration of the term for which he is elected, and until his successor has been elected and qualified. The directors of the corporation shall be divided into three classes as nearly equal in size as is practicable, hereby designated Class A, Class B and Class C. At each annual meeting, directors to replace those whose terms expire at such annual meeting shall be elected to hold office until the third succeeding annual meeting. If the number of directors is hereafter changed, any newly created directorships or decrease in directorships shall be so apportioned among the classes as to make all classes as nearly equal in number as is practicable. When the number of directors is increased by the Board and any newly created directorships are filled by the Board, there shall be no classification of the additional directors until the next annual meeting of the shareholders. (b) Removal. In addition to any vote required by law or these Articles of Incorporation, the entire board of directors, or a class of the Board or any individual director may be removed from office without assigning any cause by vote of the holders of not less than 80% of the combined voting power of the then outstanding shares of stock of all classes 8 10 and series of the corporation entitled to vote generally in the election of directors ("Voting Stock"), in each case voting together as a single class (it being understood that for purposes of this Article each share of the Voting Stock shall have the number of votes granted to it pursuant to Article 5 of these Articles of Incorporation). Such vote shall be required notwithstanding the fact that a lesser percentage may be specified, by law or by these Articles of Incorporation or in any agreement with any national securities exchange or otherwise. (c) Number. The number of directors constituting the entire board of directors shall be no less than six and no more than 12, as may be fixed from time to time by the board of directors. (d) Amendment or Repeal. Notwithstanding anything contained in these Articles of Incorporation to the contrary, the vote of the holders of not less than 80% of the voting power of the Voting Stock, voting together as a single class, shall be required to alter, amend, or repeal this Article or to adopt any provision inconsistent therewith. 9 EX-3.2 3 BYLAWS OF CHARMING SCHOPPES 1 BYLAWS OF CHARMING SHOPPES, INC. (AS AMENDED THROUGH JUNE 29, 1993) 2 B Y L A W S OF CHARMING SHOPPES, INC. (a Pennsylvania Registered Corporation) ARTICLE I OFFICES AND FISCAL YEAR SECTION 1.01. REGISTERED OFFICE. The registered office of the corporation in the Commonwealth of Pennsylvania shall be at 450 Winks Lane, Bensalem, Pennsylvania 19020, until otherwise established by an amendment of the articles of incorporation (the "articles") or by the board of directors and a record of such change is filed with the Department of State in the manner provided by law. SECTION 1.02. OTHER OFFICES. The corporation may also have offices at such other places within or without the Commonwealth of Pennsylvania as the board of directors may from time to time appoint or the business of the corporation may require. SECTION 1.03. FISCAL YEAR. The fiscal year of the corporation shall end on the Saturday nearest January 31 in each year. ARTICLE II NOTICE - WAIVERS - MEETINGS GENERALLY SECTION 2.01. MANNER OF GIVING NOTICE. (a) General Rule -- Whenever written notice is required to be given to any person under the provisions of the Business Corporation Law or by the articles or these bylaws, it may be given to the person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answerback received) or courier service, charges prepaid, or by facsimile transmission, to the address (or to the telex, TWX, facsimile or telephone number) of the person appearing on the books of the corporation or, in the case of directors, supplied by the director to the corporation for the purpose of notice. If the corporation has more than 30 shareholders, notice of any regular or special meeting of the shareholders, or any other notice required by the Business Corporation Law or by the articles or these bylaws to be given to all shareholders or to all holders of a class or series of shares, may be given by any class of postpaid mail if the notice is deposited in the United States mail at least 20 days prior to the day named for the meeting or any corporate or shareholder action specified in the notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person or, in the case of telex or TWX, when dispatched or, in the case of facsimile transmission, when received. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by any other provision of the Business Corporation Law, the articles or these bylaws. (b) Adjourned Shareholder Meetings -- When a meeting of shareholders is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which the adjournment is taken, unless the board fixes a new record date for the adjourned meeting in which event notice shall be given in accordance with Section 2.03. SECTION 2.02. NOTICE OF MEETINGS OF BOARD OF DIRECTORS. Notice of a regular meeting of the board of directors need not be given. Notice of every special meeting of the board of directors shall be given to each director by telephone or in writing at least 24 hours (in 1 3 the case of notice by telephone, telex, TWX or facsimile transmission) or 48 hours (in the case of notice by telegraph, courier service or express mail) or five days (in the case of notice by first class mail) before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in a notice of the meeting. SECTION 2.03. NOTICE OF MEETINGS OF SHAREHOLDERS. (a) General Rule -- Written notice of every meeting of the shareholders shall be given by, or at the direction of, the secretary or other authorized person to each shareholder of record entitled to vote at the meeting at least (1) ten days prior to the day named for a meeting (and, in case of a meeting called to consider a merger, consolidation, share exchange or division, to each shareholder of record not entitled to vote at the meeting) called to consider a fundamental change under 15 Pa.C.S. Chapter 19 or (2) five days prior to the day named for the meeting in any other case. If the secretary neglects or refuses to give notice of a meeting, the person or persons calling the meeting may do so. In the case of a special meeting of shareholders, the notice shall specify the general nature of the business to be transacted. (b) Notice of Action by Shareholders on Bylaws -- In the case of a meeting of shareholders that has as one of its purposes action on the bylaws, written notice shall be given to each shareholder that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment or repeal of the bylaws. There shall be included in, or enclosed with, the notice a copy of the proposed amendment or a summary of the changes to be effected thereby. (c) Notice of Action by Shareholders on Fundamental Change -- In the case of a meeting of the shareholders that has as one of its purposes action with respect to any fundamental change under 15 Pa.C.S. Chapter 19, each shareholder shall be given, together with written notice of the meeting, a copy or summary of the amendment or plan to be considered at the meeting in compliance with the provisions of Chapter 19. (d) Notice of Action by Shareholders Giving Rise to Dissenters Rights -- In the case of a meeting of the shareholders that has as one of its purposes action that would give rise to dissenters rights under the provisions of 15 Pa.C.S. Subchapter 15D, each shareholder shall be given, together with written notice of the meeting: (1) a statement that the shareholders have a right to dissent and obtain payment of the fair value of their shares by complying with the provisions of Subchapter 15D (relating to dissenters rights); and (2) a copy of Subchapter 15D. SECTION 2.04. WAIVER OF NOTICE. (a) Written Waiver -- Whenever any written notice is required to be given under the provisions of the Business Corporation Law, the articles or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting. (b) Waiver by Attendance -- Attendance of a person at any meeting shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. SECTION 2.05. MODIFICATION OF PROPOSAL CONTAINED IN NOTICE. Whenever the language of a proposed resolution is included in a written notice of a meeting required to be given under the provisions of the Business Corporation Law or the articles or these bylaws, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose. 2 4 SECTION 2.06. EXCEPTION TO REQUIREMENT OF NOTICE. (a) General Rule -- Whenever any notice or communication is required to be given to any person under the provisions of the Business Corporation Law or by the articles or these bylaws or by the terms of any agreement or other instrument or as a condition precedent to taking any corporate action and communication with that person is then unlawful, the giving of the notice or communication to that person shall not be required. (b) Shareholders Without Forwarding Addresses -- Notice or other communications need not be sent to any shareholder with whom the corporation has been unable to communicate for more than 24 consecutive months because communications to the shareholder are returned unclaimed or the shareholder has otherwise failed to provide the corporation with a current address. Whenever the shareholder provides the corporation with a current address, the corporation shall commence sending notices and other communications to the shareholder in the same manner as to other shareholders. SECTION 2.07. USE OF CONFERENCE TELEPHONE AND SIMILAR EQUIPMENT. Any director may participate in any meeting of the board of directors, and the board of directors may provide by resolution with respect to a specific meeting or with respect to a class of meetings that one or more persons may participate in a meeting of the shareholders of the corporation, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting. ARTICLE III SHAREHOLDERS SECTION 3.01. PLACE OF MEETING. All meetings of the shareholders of the corporation shall be held at the registered office of the corporation unless another place is designated by the board of directors in the notice of a meeting. SECTION 3.02. ANNUAL MEETING. The board of directors may fix and designate the date and time of the annual meeting of the shareholders, but if no such date and time is fixed and designated by the board, the meeting for any calendar year shall be held on the second Wednesday in June in such year, if not a legal holiday under the laws of Pennsylvania, and, if a legal holiday, then on the next succeeding business day, not a Saturday, at 10:00 o'clock A.M., and at said meeting the shareholders then entitled to vote shall elect directors and shall transact such other business as may properly be brought before the meeting. If the annual meeting shall not have been called and held within six months after the designated time, any shareholder may call the meeting at any time thereafter. SECTION 3.03. SPECIAL MEETINGS. Special meetings of the shareholders may be called at any time by the chairman of the board or the president or by resolution of the board of directors. The person or resolution calling the meeting may fix the date, time and place of the meeting, but if they are not so fixed, it shall be the duty of the secretary to do so. A date fixed by the secretary shall not be more than 60 days after the date of the adoption of the resolution of the board calling the special meeting. SECTION 3.04. QUORUM AND ADJOURNMENT. (a) General Rule -- A meeting of shareholders of the corporation duly called shall not be organized for the transaction of business unless a quorum is present. The presence of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter to be acted upon at the meeting shall constitute a quorum for the purposes of consideration and action on the matter. Shares of the corporation owned, directly or indirectly, by it and controlled, directly or indirectly, by the board of directors of this corporation, as such, shall not be counted in determining the total number of outstanding shares for quorum purposes at any given time. 3 5 (b) Withdrawal of a Quorum -- The shareholders present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum. (c) Adjournments Generally -- Any regular or special meeting of the shareholders, including one at which directors are to be elected and one which cannot be organized because a quorum has not attended, may be adjourned for such period and to such place as the shareholders present and entitled to vote shall direct. (d) Electing Directors at Adjourned Meeting -- Those shareholders entitled to vote who attend a meeting called for the election of directors that has been previously adjourned for lack of a quorum, although less than a quorum as fixed in this section, shall nevertheless constitute a quorum for the purpose of electing directors. (e) Other Action in Absence of Quorum -- Those shareholders entitled to vote who attend a meeting of shareholders that has been previously adjourned for one or more periods aggregating at least 15 days because of an absence of a quorum, although less than a quorum as fixed in this section, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of the meeting if the notice states that those shareholders who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matter. SECTION 3.05. ACTION BY SHAREHOLDERS. Except as otherwise provided in the Business Corporation Law or the articles or these bylaws, whenever any corporate action is to be taken by vote of the shareholders of the corporation, it shall be authorized upon receiving the affirmative vote of a majority of the votes cast by all shareholders entitled to vote thereon and, if any shareholders are entitled to vote thereon as a class, upon receiving the affirmative vote of a majority of the votes cast by the shareholders entitled to vote as a class. SECTION 3.06. ORGANIZATION. At every meeting of the shareholders, the chairman of the board, if there be one, or, in the case of vacancy in office or absence of the chairman of the board, one of the following persons present in the order stated: the vice chairman of the board, if there be one, the president, the vice presidents in their order of rank and seniority, or a person chosen by vote of the shareholders present, shall act as chairman of the meeting. The secretary or, in the absence of the secretary, an assistant secretary, or, in the absence of both the secretary and assistant secretaries, a person appointed by the chairman of the meeting, shall act as secretary of the meeting. SECTION 3.07. VOTING RIGHTS OF SHAREHOLDERS. Unless otherwise provided in the articles, every shareholder of the corporation shall be entitled to one vote for every share standing in the name of the shareholder on the books of the corporation. SECTION 3.08. VOTING AND OTHER ACTION BY PROXY. (a) General Rule -- (1) Every shareholder entitled to vote at a meeting of shareholders may authorize another person to act for the shareholder by proxy. (2) The presence of, or vote or other action at a meeting of shareholders by a proxy of a shareholder shall constitute the presence of, or vote or action by the shareholder. (3) Where two or more proxies of a shareholder are present, the corporation shall, unless otherwise expressly provided in the proxy, accept as the vote of all shares represented thereby the vote cast by a majority of them and, if a majority of the proxies cannot agree whether the shares represented shall be voted or upon the manner of voting the shares, the voting of the shares shall be divided equally among those persons. (b) Execution and Filing -- Every proxy shall be executed in writing by the shareholder or by the duly authorized attorney-in-fact of the shareholder and filed with the secretary of the corporation. A telegram, telex, cablegram, datagram or similar transmission from a shareholder or attorney-in-fact, or a photographic, facsimile or similar reproduction of a writing executed by a shareholder or attorney-in-fact: 4 6 (1) may be treated as properly executed for purposes of this subsection; and (2) shall be so treated if it sets forth a confidential and unique identification number or other mark furnished by the corporation to the shareholder for the purposes of a particular meeting or transaction. (c) Revocation -- A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until written notice thereof has been given to the secretary of the corporation. An unrevoked proxy shall not be valid after three years from the date of its execution unless a longer time is expressly provided therein. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of the death or incapacity is given to the secretary of the corporation. (d) Expenses -- The corporation shall pay the reasonable expenses of solicitation of votes, proxies or consents of shareholders by or on behalf of the board of directors or its nominees for election to the board, including solicitation by professional proxy solicitors and otherwise. SECTION 3.09. VOTING BY FIDUCIARIES AND PLEDGEES. Shares of the corporation standing in the name of a trustee or other fiduciary and shares held by an assignee for the benefit of creditors or by a receiver may be voted by the trustee, fiduciary, assignee or receiver. A shareholder whose shares are pledged shall be entitled to vote the shares until the shares have been transferred into the name of the pledgee, or a nominee of the pledgee, but nothing in this section shall affect the validity of a proxy given to a pledgee or nominee. SECTION 3.10. VOTING BY JOINT HOLDERS OF SHARES. (a) General Rule -- Where shares of the corporation are held jointly or as tenants in common by two or more persons, as fiduciaries or otherwise: (1) if only one or more of such persons is present in person or by proxy, all of the shares standing in the names of such persons shall be deemed to be represented for the purpose of determining a quorum and the corporation shall accept as the vote of all the shares the vote cast by a joint owner or a majority of them; and (2) if the persons are equally divided upon whether the shares held by them shall be voted or upon the manner of voting the shares, the voting of the shares shall be divided equally among the persons without prejudice to the rights of the joint owners or the beneficial owners thereof among themselves. (b) Exception -- If there has been filed with the secretary of the corporation a copy, certified by an attorney at law to be correct, of the relevant portions of the agreement under which the shares are held or the instrument by which the trust or estate was created or the order of court appointing them or of an order of court directing the voting of the shares, the persons specified as having such voting power in the document latest in date of operative effect so filed, and only those persons, shall be entitled to vote the shares but only in accordance therewith. SECTION 3.11. VOTING BY CORPORATIONS. (a) Voting by Corporate Shareholders -- Any corporation that is a shareholder of this corporation may vote at meetings of shareholders of this corporation by any of its officers or agents, or by proxy appointed by any officer or agent, unless some other person, by resolution of the board of directors of the other corporation or a provision of its articles or bylaws, a copy of which resolution or provision certified to be correct by one of its officers has been filed with the secretary of this corporation, is appointed its general or special proxy in which case that person shall be entitled to vote the shares. 5 7 (b) Controlled Shares -- Shares of this corporation owned, directly or indirectly, by it and controlled, directly or indirectly, by the board of directors of this corporation, as such, shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares for voting purposes at any given time. SECTION 3.12. DETERMINATION OF SHAREHOLDERS OF RECORD. (a) Fixing Record Date -- The board of directors may fix a time prior to the date of any meeting of shareholders as a record date for the determination of the shareholders entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall be not more than 90 days prior to the date of the meeting of shareholders. Only shareholders of record on the date fixed shall be so entitled notwithstanding any transfer of shares on the books of the corporation after any record date fixed as provided in this subsection. The board of directors may similarly fix a record date for the determination of shareholders of record for any other purpose. When a determination of shareholders of record has been made as provided in this section for purposes of a meeting, the determination shall apply to any adjournment thereof unless the board fixes a new record date for the adjourned meeting. (b) Determination When a Record Date is Not Fixed -- If a record date is not fixed: (1) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given. (2) the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. (c) Certification by Nominee -- The board of directors may adopt a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of a specified person or persons. Upon receipt by the corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification. SECTION 3.13. VOTING LISTS. (a) General Rule -- The officer or agent having charge of the transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at any meeting of shareholders, arranged in alphabetical order, with the address of and the number of shares held by each. The list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof except that, if the corporation has 5,000 or more shareholders, in lieu of the making of the list the corporation may make the information therein available at the meeting by any other means. (b) Effect of List -- Failure to comply with the requirements of this section shall not affect the validity of any action taken at a meeting prior to a demand at the meeting by any shareholder entitled to vote thereat to examine the list. The original share register or transfer book, or a duplicate thereof kept in the Commonwealth of Pennsylvania, shall be prima facie evidence as to who are the shareholders entitled to examine the list or share register or transfer book or to vote at any meeting of shareholders. SECTION 3.14. JUDGES OF ELECTION. (a) Appointment -- In advance of any meeting of shareholders of the corporation, the board of directors may appoint judges of election, who need not be shareholders, to act at the meeting or any adjournment thereof. If judges of election are not so appointed, the presiding officer of the meeting may, and on the request of any shareholder shall, appoint judges of election at the meeting. The number of judges shall be one or three. A person who is a candidate for an office to be filled at the meeting shall not act as a judge. 6 8 (b) Vacancies -- In case any person appointed as a judge fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the board of directors in advance of the convening of the meeting or at the meeting by the presiding officer thereof. (c) Duties -- The judges of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies, receive votes or ballots, hear and determine all challenges and questions in any way arising in connection with nominations by shareholders or the right to vote, count and tabulate all votes, determine the result and do such acts as may be proper to conduct the election or vote with fairness to all shareholders. The judges of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three judges of election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all. (d) Report -- On request of the presiding officer of the meeting or of any shareholder, the judges shall make a report in writing of any challenge or question or matter determined by them, and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated therein. SECTION 3.15. MINORS AS SECURITY HOLDERS. The corporation may treat a minor who holds shares or obligations of the corporation as having capacity to receive and to empower others to receive dividends, interest, principal and other payments or distributions, to vote or express consent or dissent and to make elections and exercise rights relating to such shares or obligations unless, in the case of payments or distributions on shares, the corporate officer responsible for maintaining the list of shareholders or the transfer agent of the corporation or, in the case of payments or distributions on obligations, the treasurer or paying officer or agent has received written notice that the holder is a minor. ARTICLE IV BOARD OF DIRECTORS SECTION 4.01. POWERS; PERSONAL LIABILITY. (a) General Rule -- Unless otherwise provided by statute, all powers vested by law in the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the board of directors. (b) Personal Liability of Directors -- A director shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, on or after January 27, 1987 unless the director has breached or failed to perform the duties of his office under Section 8363 of the Pennsylvania Directors' Liability Act [now 15 Pa.C.S. Subch. 17B], and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this subsection shall not apply to the responsibility or liability of a director pursuant to any criminal statute, or the liability of a director for the payment of taxes pursuant to local, state or Federal law. (The provisions of this subsection (b) were first adopted by the shareholders of the corporation on May 20, 1987.) (c) Notation of Dissent -- A director of the corporation who is present at a meeting of the board of directors, or of a committee of the board, at which action on any corporate matter is taken on which the director is generally competent to act, shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless the director files his or her written dissent to the action with the secretary of the meeting before the adjournment thereof or transmits the dissent in writing to the secretary of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action. Nothing in this section shall bar a director from asserting that minutes of the meeting incorrectly 7 9 omitted his or her dissent if, promptly upon receipt of a copy of such minutes, the director notifies the secretary, in writing, of the asserted omission or inaccuracy. SECTION 4.02. QUALIFICATIONS AND SELECTION OF DIRECTORS. (a) Qualifications -- Each director of the corporation shall be a natural person of full age who need not be a resident of the Commonwealth of Pennsylvania or a shareholder of the corporation. (b) Nomination of Candidates -- Nominations of candidates for election to the board of directors at a meeting of the shareholders may be made only by the board of directors or a proxy committee appointed by the board of directors or by any shareholder entitled to vote in such election. A nomination may be made by a shareholder only if written notice of the nomination has been given to the secretary of the corporation not later than the date on which a shareholder proposal would be required to be submitted to the corporation in order to be set forth in the corporation's proxy statement pursuant to the applicable proxy rules of the Securities and Exchange Commission. Each such notice shall set forth: (1) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (2) a representation that the shareholder is a holder of record of shares of the corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (3) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (4) such other information regarding each nominee proposed by the shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission if the nominee had been nominated by the board of directors; and (5) the written consent of each nominee, signed by such nominee, to serve as a director of the corporation if so elected. The chairman of the meeting may refuse to acknowledge the nomination of any person by a shareholder not made in compliance with the foregoing procedure. (c) Election of Directors -- In elections for directors, voting need not be by ballot, unless required by vote of the shareholders before the voting for the election of directors begins. The candidates receiving the highest number of votes from each class or group of classes, if any, entitled to elect directors separately up to the number of directors to be elected by the class or group of classes shall be elected. If at any meeting of shareholders, directors of more than one class are to be elected, each class of directors shall be elected in a separate election. (d) Alternate Directors -- A shareholder or group of shareholders entitled to elect, appoint, designate or otherwise select one or more directors may select an alternate for each director for a coextensive term. After the adoption of this subsection (d) and prior to the 1993 Annual Meeting of Shareholders, any director elected by the shareholders may resign from office and the board of directors may elect the former director as an alternate director, to serve until the 1993 Annual Meeting of Shareholders. An alternate director may attend all meetings of the board of directors. In the absence of a director from a meeting of the board, the director's alternate may execute a written consent and exercise at the meeting or in such consent all the powers of the absent director. When so exercising the powers of the absent director, the alternate shall be subject in all respects to the provisions of the Business Corporation Law, the articles and these bylaws relating to directors of the corporation, and the term "Director", when 8 10 used in the Business Corporation Law, the articles or these bylaws shall be construed to include and refer to any alternate director, unless the context requires otherwise. (The provisions of this subsection (d) were first adopted by the board of directors of the corporation on January 21, 1993 and amended by the board of directors on June 29, 1993) SECTION 4.03. NUMBER AND TERM OF OFFICE. (a) Number -- The board of directors shall consist of such number of directors, not less than six nor more than twelve, as may be determined from time to time by resolution of the board of directors. (b) Term of Office -- Each director shall hold office until the expiration of the term for which he or she was selected and until a successor has been selected and qualified or until his or her earlier death, resignation or removal. A decrease in the number of directors shall not have the effect of shortening the term of any incumbent director. (c) Resignation -- Any director may resign at any time upon written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as shall be specified in the notice of resignation. (d) Classified Board of Directors -- The directors shall be classified in respect of the time for which they shall severally hold office as follows: (1) each class shall be as nearly equal in number as possible. (2) the term of office of at least one class shall expire in each year. (3) the members of each class shall be elected for a period of three years. SECTION 4.04. VACANCIES. (a) General Rule -- Vacancies in the board of directors, including vacancies resulting from an increase in the number of directors, may be filled by a majority vote of the remaining members of the board though less than a quorum, or by a sole remaining director. In the case of a vacancy in the board of directors resulting from an increase in the number of directors, the person selected shall serve until the next annual meeting of shareholders and until a successor has been selected and qualified or until his or her earlier death, resignation or removal. In any other case, each person so selected shall be a director to serve until the next selection of the class for which such director has been chosen, and until a successor has been selected and qualified or until his or her earlier death, resignation or removal. When the number of directors is increased by the board and any newly created directorships are filled by the board, there shall be no classification of the additional directors until the next annual meeting of the shareholders. (b) Action by Resigned Directors -- When one or more directors resign from the board effective at a future date, the directors then in office, including those who have so resigned, shall have power by the applicable vote to fill the vacancies, the vote thereon to take effect when the resignations become effective. SECTION 4.05. REMOVAL OF DIRECTORS. (a) Removal by the Shareholders -- The entire board of directors, or any class of the board, or any individual director may be removed from office without assigning any cause only by the affirmative vote of the holders of not less than 80% of the combined voting power of the then outstanding shares of stock of all classes and series of the corporation entitled to vote generally in the election of directors, in each case voting as a single class in accordance with the articles. In case the board or a class of the board or any one or more directors are so removed, new directors may be elected at the same meeting. 9 11 (b) Removal by the Board -- The board of directors may declare vacant the office of a director who has been judicially declared of unsound mind or who has been convicted of an offense punishable by imprisonment for a term of more than one year or if, within 60 days after notice of his or her selection, the director does not accept the office either in writing or by attending a meeting of the board of directors. SECTION 4.06. PLACE OF MEETINGS. Meetings of the board of directors may be held at such place within or without the Commonwealth of Pennsylvania as the board of directors may from time to time appoint or as may be designated in the notice of the meeting. SECTION 4.07. ORGANIZATION OF MEETINGS. At every meeting of the board of directors, the chairman of the board, if there be one, or, in the case of a vacancy in the office or absence of the chairman of the board, one of the following officers present in the order stated: the vice chairman of the board, if there be one, the president, the vice presidents in their order of rank and seniority, or a person chosen by a majority of the directors present, shall act as chairman of the meeting. The secretary or, in the absence of the secretary, an assistant secretary, or, in the absence of the secretary and the assistant secretaries, any person appointed by the chairman of the meeting, shall act as secretary of the meeting. SECTION 4.08. REGULAR MEETINGS. Regular meetings of the board of directors shall be held at such time and place as shall be designated from time to time by a majority of the board of directors or by the chairman or the president. SECTION 4.09. SPECIAL MEETINGS. Special meetings of the board of directors shall be held whenever called by a majority of the board of directors or by the chairman or the president. SECTION 4.10. QUORUM OF AND ACTION BY DIRECTORS. (a) General Rule -- A majority of the directors in office of the corporation shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the board of directors. (b) Action by Written Consent -- Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto by all of the directors in office is filed with the secretary of the corporation. SECTION 4.11. EXECUTIVE AND OTHER COMMITTEES. (a) Establishment and Powers -- The board of directors may, by resolution adopted by a majority of the directors in office, establish an Executive Committee and one or more other committees to consist of one or more directors of the corporation. Any committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all of the powers and authority of the board of directors except that a committee shall not have any power or authority as to the following: (1) the submission to shareholders of any action requiring approval of shareholders under the Business Corporation Law. (2) the creation or filling of vacancies in the board of directors. (3) the adoption, amendment or repeal of these bylaws. (4) the amendment or repeal of any resolution of the board that by its terms is amendable or repealable only by the board. (5) action on matters committed by a resolution of the board of directors to another committee of the board. 10 12 (b) Alternate Committee Members -- The board may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee or for the purposes of any written action by the committee. In the absence or disqualification of a member and alternate member or members of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another director to act at the meeting in the place of the absent or disqualified member. (c) Term -- Each committee of the board shall serve at the pleasure of the board. (d) Committee Procedures -- The term "board of directors" or "board," when used in any provision of these bylaws relating to the organization or procedures of or the manner of taking action by the board of directors, shall be construed to include and refer to the Executive Committee or any other committee of the board, except that a meeting of the Executive Committee may be called at any time by any member. SECTION 4.12. COMPENSATION. The board of directors shall have the authority to fix the compensation of directors for their services as directors and a director may be a salaried officer of the corporation. ARTICLE V OFFICERS SECTION 5.01. OFFICERS GENERALLY. (a) Number, Qualifications and Designation -- The officers of the corporation shall be a president, one or more vice presidents, a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of Section 5.03. Officers may but need not be directors or shareholders of the corporation. The president and secretary shall be natural persons of full age. The treasurer may be a corporation, but if a natural person shall be of full age. The board of directors may elect from among the members of the board a chairman of the board and one or more vice chairmen of the board who shall be officers of the corporation. Any number of offices may be held by the same person. (b) Bonding -- The corporation may secure the fidelity of any or all of its officers by bond or otherwise. (c) Standard of Care -- In lieu of the standards of conduct otherwise provided by law, officers of the corporation shall be subject to the same standards of conduct, including standards of care and loyalty and rights of justifiable reliance, as shall at the time be applicable to directors of the corporation. An officer of the corporation shall not be personally liable, as such, to the corporation or its shareholders for monetary damages for any action taken, or any failure to take any action, unless the officer has breached or failed to perform the duties of his or her office under the articles of incorporation, these bylaws, or the applicable provisions of law and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this subsection shall not apply to the responsibility or liability of an officer pursuant to any criminal statute or for the payment of taxes pursuant to local, state or federal law. SECTION 5.02. ELECTION, TERM OF OFFICE AND RESIGNATIONS. (a) Election and Term of Office -- The officers of the corporation, except those elected by delegated authority pursuant to Section 5.03, shall be elected annually by the board of directors, and each such officer shall hold office for a term of one year and until a successor has been selected and qualified or until his or her earlier death, resignation or removal. 11 13 (b) Resignations -- Any officer may resign at any time upon written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as may be specified in the notice of resignation. SECTION 5.03. SUBORDINATE OFFICERS, COMMITTEES AND AGENTS. The board of directors may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the corporation may require, including one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws, or as the board of directors may from time to time determine. The board of directors may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents. SECTION 5.04. REMOVAL OF OFFICERS AND AGENTS. Any officer or agent of the corporation may be removed by the board of directors with or without cause. The removal shall be without prejudice to the contract rights, if any, of any person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. SECTION 5.05. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, may be filled by the board of directors or by the officer or committee to which the power to fill such office has been delegated pursuant to Section 5.03, as the case may be, and if the office is one for which these bylaws prescribe a term, shall be filled for the unexpired portion of the term. SECTION 5.06. AUTHORITY. (a) General Rule -- All officers of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be provided by or pursuant to resolutions or orders of the board of directors or, in the absence of controlling provisions in the resolutions or orders of the board of directors, as may be determined by or pursuant to these bylaws. (b) Chief Executive Officer -- The chairman of the board shall be the chief executive officer of the corporation. (c) Voting and Acting with Respect to Securities Owned by the Corporation -- Each of the chairman of the board and the president shall have the power and authority to vote and act with respect to all stock and other securities in any other corporation held by this corporation, unless the board of directors confers such authority, which may be general or specific, upon some other person. Any person so authorized to vote securities shall have the power to appoint an attorney or attorneys, with general power of substitution, as proxies for this corporation, with full power to vote and act in behalf of this corporation with respect to such stock and other securities. SECTION 5.07. THE CHAIRMAN OF THE BOARD. The chairman of the board shall preside at all meetings of the shareholders and of the board of directors, shall have general executive power to manage, control and supervise the property, business and affairs of the corporation, subject, however, to the control of the board of directors, and shall perform such other duties as may from time to time be requested by the board of directors. SECTION 5.08. VICE CHAIRMEN OF THE BOARD OF DIRECTORS. The vice chairmen of the board, in their order of seniority as designated by the board if there be more than one, shall preside during the temporary absence of the chairman of the board at all meetings of the shareholders and of the board of directors and shall perform such other duties as may from time to time be requested by the chairman. SECTION 5.09. THE PRESIDENT. The president shall be the chief operating officer of the corporation and shall assist the chairman of the board in implementing the orders and resolutions of the board. The president shall sign, execute, and acknowledge, in the name of the corporation, deeds, mortgages, bonds, contracts or other instruments, authorized by the board of directors, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors, or by these bylaws, to some other officer or agent of the corporation; and, in general, shall perform all duties incident to the office of president and such other duties as from time to time may be assigned by the board of directors or the chairman of the board. 12 14 SECTION 5.10. THE VICE PRESIDENTS. The vice presidents, one or more of whom may be designated executive, senior, group or administrative vice president or given other descriptive titles, shall perform all duties as may from time to time be assigned by the board of directors, the chairman of the board or the president. SECTION 5.11. THE SECRETARY. The secretary or an assistant secretary shall attend all meetings of the shareholders and of the board of directors and all committees thereof and shall record all the votes of the shareholders and of the directors and the minutes of the meetings of the shareholders and of the board of directors and of committees of the board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the corporation as required by law; shall be the custodian of the seal of the corporation and see that it is affixed to all documents to be executed on behalf of the corporation under its seal; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned by the board of directors or the chairman of the board. SECTION 5.12. THE TREASURER. The treasurer shall be the principal officer in charge of tax and financial matters of the corporation. The treasurer or an assistant treasurer shall have or provide for the custody of the funds or other property of the corporation; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the corporation; shall deposit all funds in his or her custody as treasurer in such banks or other places of deposit as the board of directors may from time to time designate; shall, whenever so required by the board of directors, render an account showing all transactions as treasurer, and the financial condition of the corporation; and, in general, shall discharge such other duties as may from time to time be assigned by the board of directors or the chairman of the board. SECTION 5.13. DELEGATION OF DUTIES. In the absence of any officer or for any other reason deemed sufficient by the board of directors or the chairman of the board, the board of directors or the chairman of the board may delegate, for the time being, any of the powers and duties of such officer to any other officer or director or other person. SECTION 5.14. SALARIES. The salaries of the officers elected by the board of directors shall be fixed from time to time by the board of directors or by such officer or committee of the board as may be designated by resolution of the board. The salaries or other compensation of any other officers, employees and other agents shall be fixed from time to time by the officer or committee to which the power to elect such officers or to retain or appoint such employees or other agents has been delegated pursuant to Section 5.03. No officer shall be prevented from receiving such salary or other compensation by reason of the fact that the officer is also a director of the corporation. ARTICLE VI CERTIFICATES OF STOCK, TRANSFER, ETC. SECTION 6.01. SHARE CERTIFICATES. (a) Form of Certificates -- Certificates for shares of the corporation shall be in such form as approved by the board of directors, and shall state that the corporation is incorporated under the laws of the Commonwealth of Pennsylvania, the name of the person to whom issued, and the number and class of shares and the designation of the series (if any) that the certificate represents. If the corporation is authorized to issue shares of more than one class or series, certificates for shares of the corporation shall set forth upon the face or back of the certificate (or shall state on the face or back of the certificate that the corporation will furnish to any shareholder upon request and without charge), a full or summary statement of the designations, voting rights, preferences, limitations and special rights of the shares of each class or series authorized to be issued so far as they have been fixed and determined and the authority of the board of directors to fix and determine the designations, voting rights, preferences, limitations and special rights of the classes and series of shares of the corporation. 13 15 (b) Share Register -- The share register or transfer books and blank share certificates shall be kept by the secretary or by any transfer agent or registrar designated by the board of directors for that purpose. SECTION 6.02. ISSUANCE. The share certificates of the corporation shall be numbered and registered in the share register or transfer books of the corporation as they are issued. They shall be executed in such manner as the board of directors shall determine. SECTION 6.03. TRANSFER. Transfers of shares shall be made on the share register or transfer books of the corporation upon surrender of the certificate therefor, endorsed by the person named in the certificate or by an attorney lawfully constituted in writing. No transfer shall be made inconsistent with the provisions of the Uniform Commercial Code, 13 Pa.C.S. 8101 et seq., and its amendments and supplements. SECTION 6.04. RECORD HOLDER OF SHARES. The corporation shall be entitled to treat the person in whose name any share or shares of the corporation stand on the books of the corporation as the absolute owner thereof, and shall not be bound to recognize any equitable or other claim to, or interest in, such share or shares on the part of any other person. SECTION 6.05. LOST, DESTROYED OR MUTILATED CERTIFICATES. The holder of any shares of the corporation shall immediately notify the corporation of any loss, destruction or mutilation of the certificate therefor, and the board of directors may, in its discretion, cause a new certificate or certificates to be issued to such holder, in case of mutilation of the certificate, upon the surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction and, if the board of directors shall so determine, the deposit of a bond in such form and in such sum, and with such surety or sureties, as it may direct. SECTION 6.06. RIGHTS. Rights issued pursuant to the Rights Agreement, dated April 27, 1989, between the corporation and Mellon Bank (East) N.A. (the "Rights Agreement") may be transferred by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such capitalized terms are defined in the Rights Agreement) only in accordance with the terms of, and subject to the restrictions contained in, the Rights Agreement. ARTICLE VII INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER AUTHORIZED REPRESENTATIVES (The provisions of this Article VII were first adopted by the shareholders of the corporation on May 20, 1987.) SECTION 7.01. GENERAL RULE. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, whether formal or informal, and whether brought by or in the right of the corporation or otherwise, by reason of the fact that he was a director, officer or employee of the corporation (and may indemnify any person who was an agent of the corporation), or a person serving at the request of the corporation as a director, officer, partner, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the fullest extent permitted by law, including without limitation indemnification against expenses (including attorneys' fees and disbursements), damages, punitive damages, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding unless the act or failure to act giving rise to the claim for indemnification is finally determined by a court to have constituted willful misconduct or recklessness. SECTION 7.02. ADVANCING EXPENSES. The corporation shall pay the expenses (including attorneys' fees and disbursements) actually and reasonably incurred in defending a civil or criminal action, suit or proceeding on behalf of any person entitled to indemnification under Section 7.01 in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation, and may pay such expenses in advance on behalf of any agent on receipt of a similar undertaking. The financial ability of such person to make such repayment shall not be prerequisite to the making of an advance. 14 16 SECTION 7.03. DEFINITIONS. For the purposes of this Article: (1) the corporation shall be deemed to have requested an officer, director, employee or agent to serve as fiduciary with respect to an employee benefit plan where the performance by such person of duties to the corporation also imposes duties on, or otherwise involves services by, such person as a fiduciary with respect to the plan; (2) excise taxes assessed with respect to any transaction with an employee benefit plan shall be deemed "fines"; and (3) action taken or omitted by such person with respect to an employee benefit plan in the performance of duties for a purpose reasonably believed to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation. SECTION 7.04. SECURING OF INDEMNIFICATION OBLIGATIONS. To further effect, satisfy or secure the indemnification obligations provided herein or otherwise, the corporation may maintain insurance, obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the board of directors shall deem appropriate. SECTION 7.05. CONTRACT RIGHTS; AMENDMENT OR REPEAL. All rights of indemnification under this Article shall be deemed a contract between the corporation and the person entitled to indemnification under this Article pursuant to which the corporation and each such person intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not limit, but may expand, any rights or obligations in respect of any proceeding whether commenced prior to or after such change to the extent such proceeding pertains to actions or failures to act occurring prior to such change. SECTION 7.06. SCOPE OF ARTICLE. The indemnification, as authorized by this Article, shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in any other capacity while holding such office. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall continue as to a person who has ceased to be an officer, director, employee or agent in respect of matters arising prior to such time, and shall inure to the benefit of the heirs, executors and administrators of such person. ARTICLE VIII MISCELLANEOUS SECTION 8.01. CORPORATE SEAL. The corporation shall have a corporate seal in the form of a circle containing the name of the corporation, the year of incorporation and such other details as may be approved by the board of directors. The affixation of the corporate seal shall not be necessary to the valid execution, assignment or endorsement by the corporation of any instrument or other document. SECTION 8.02. CHECKS AND OTHER INSTRUMENTS. All properly authorized checks, notes, bonds, drafts, bills of exchange or other similar orders, and all evidences of indebtedness of the corporation whatsoever, and all properly authorized deeds, mortgages and other instruments requiring execution by the corporation may be executed and delivered by the president or any vice president or the treasurer of the corporation. The authority to sign any such orders or instruments, which may be general or confined to specific instances, may be conferred by the board of 15 17 directors upon any other person or persons, subject to such requirements as to countersignature or other conditions as the board of directors from time to time may determine. Facsimile signatures on checks, notes, bonds and other instruments may be used if authorized by the board of directors. Any person having authority to sign on behalf of the corporation may delegate, from time to time, by instrument in writing, all or part of such authority to any person or persons if authorized to do so by the board of directors. SECTION 8.03. CONTRACTS. Except as otherwise provided in the Business Corporation Law in the case of transactions that require action by the shareholders, the board of directors may authorize any officer or agent to enter into any contract or to execute or deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances. SECTION 8.04. INTERESTED DIRECTORS OR OFFICERS; QUORUM. (a) General Rule -- A contract or transaction between the corporation and one or more of its directors or officers or between the corporation and another corporation, partnership, joint venture, trust or other enterprise in which one or more of its directors or officers are directors or officers or have a financial or other interest, shall not be void or voidable solely for that reason, or solely because the director or officer is present at or participates in the meeting of the board of directors that authorizes the contract or transaction, or solely because his, her or their votes are counted for that purpose, if: (1) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors and the board authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even though the disinterested directors are less than a quorum; (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon and the contract or transaction is specifically approved in good faith by vote of those shareholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors or the shareholders. (b) Quorum -- Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board which authorizes a contract or transaction specified in subsection (a). SECTION 8.05. DEPOSITS. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees of the corporation as the board of directors shall from time to time designate. SECTION 8.06. CORPORATE RECORDS. (a) Required Records -- The corporation shall keep complete and accurate books and records of account, minutes of the proceedings of the incorporators, shareholders and directors and a share register giving the names and addresses of all shareholders and the number and class of shares held by each. The share register shall be kept at either the registered office of the corporation in the Commonwealth of Pennsylvania or at its principal place of business wherever situated or at the office of its registrar or transfer agent. Any books, minutes or other records may be in written form or any other form capable of being converted into written form within a reasonable time. (b) Right of Inspection -- Every shareholder shall, upon written verified demand stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the share register, books and records of account, and records of the proceedings of the incorporators, shareholders and directors and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to the 16 18 interest of the person as a shareholder. In every instance where an attorney or other agent is the person who seeks the right of inspection, the demand shall be accompanied by a verified power of attorney or other writing that authorizes the attorney or other agent to so act on behalf of the shareholder. The demand shall be directed to the corporation at its registered office in the Commonwealth of Pennsylvania or at its principal place of business wherever situated. SECTION 8.07. CONTROL TRANSACTIONS. Pursuant to a resolution of the board of directors adopted on February 23, 1984, the corporation's bylaws were amended (such amendment hereby incorporated in the current amendment and restatement of these bylaws), in pertinent part, as follows: "Section 910 [now 15 Pa.C.S. Subch. 25E] of the Pennsylvania Business Corporation Law, entitled 'Right of Shareholders to Receive Payment for Shares Following a Control Transaction' [now Control Transactions] shall not be applicable to the Company." SECTION 8.08. CONTROL-SHARE ACQUISITIONS. Subchapter 25G (relating to control-share acquisitions) of 15 Pa.C.S. or any corresponding provision of succeeding law shall not be applicable to the corporation. (The provisions of this section were adopted by the board of directors on July 12, 1990.) SECTION 8.09. DISGORGEMENT. Subchapter 25H (relating to disgorgement by certain controlling shareholders following attempts to acquire control) of 15 Pa.C.S. or any corresponding provision of succeeding law shall not be applicable to the corporation. (The provisions of this section were adopted by the board of directors on July 12, 1990.) SECTION 8.10. AMENDMENT OF BYLAWS. These bylaws may be amended or repealed, or new bylaws may be adopted, either (i) by vote of the shareholders at any duly organized annual or special meeting of shareholders, or (ii) with respect to those matters that are not by statute committed expressly to the shareholders and regardless of whether the shareholders have previously adopted or approved the bylaw being amended or repealed, by vote of a majority of the board of directors of the corporation in office at any regular or special meeting of directors. Any change in these bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change 17 19 PENNSYLVANIA BUSINESS CORPORATION BYLAW DERIVATION TABLE
BCL BYLAW SECTION ----- ------- 1.01 1507 1.02 1502(a)(15) 1.03 1554 2.01 1702 2.02 1703(b) 2.03(a) 1704(b) and (c) (b) 1504(a) (c) 1906(c), 1913(a), 1923(a), 1952(c), 1962(b), 1973 (d) 1571(d) 2.04 1705 2.05 1706 2.06 1707 2.07 1708 3.01 1704(a) 3.02 1755(a) 3.03 1755(b), 2521 3.04(a) 1756(a)(1), 1762(c) (b) 1756(a)(2) (c) 1755(c), 1756(a)(3), 2522 (d) 1756(b)(1) (e) 1756(b)(2) 3.05 1726(a)(4), 1757(a), 1766(a) 3.06 none 3.07 1758(a) 3.08(a) 1759(a) (b) 1759(b) (c) 1757(c) (d) 1759(e) 3.09 1760 3.10 1761 3.11 1762(a), (c) 3.12 1763 3.13 1764 3.14 1765 3.15 1769(a)
18 20
BCL BYLAW SECTION ----- ------- 4.01(a) 1721 (b) 1712 (c) 1715 4.02(a) 1722 (b) 1758(b) (c) 1725(a) (d) 1725(c) 4.03(a) 1723 (b) 1724(a) (c) 1724(a) (d) 1724(b); Articles of Incorporation, Section 7(a) 4.04 1725(b); Articles of Incorporation, Section 7(a) 4.05 1726; Articles of Incorporation, Section 7(b) 4.06 1703(a) 4.07 none 4.08 none 4.09 none 4.10 1727 4.11 1731 4.12 1730 5.01 1732(a), 1712 5.02 1732(a) 5.03 1732(a) 5.04 1733 5.05 1732(a) 5.06 1732(b) 5.07 none 5.08 none 5.09 none 5.10 none 5.11 none 5.12 none 5.13 none 6.01(a) 1528(c), (d) (b) 1508(a), 1732(b) 6.02 none 6.03 1529(a) 6.04 1103 (shareholder), 1764(b) 6.05 none
19 21
BCL BYLAW SECTION ----- ------- 6.06 none 7.01 1746 7.02 1746 7.03 1746 7.04 1746 7.05 1746 7.06 1746 8.01 1502(a)(3); cf. 1109 and 1506(b) 8.02 1504 8.03 1504 8.04 1728 8.05 1504 8.06 1508(a), (b) 8.07 Subch. 25E 8.08 Subch. 25G 8.09 Subch. 25H 8.10 1504
20 EX-10.1 4 EXHIBIT 10.1.10 TO FORM 10-K 1 THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT OF CERTAIN PORTIONS OF THIS EXHIBIT FROM THE SECURITIES AND EXCHANGE COMMISSION, WHICH HAVE BEEN DELETED AND REPLACED WITH BRACKETED BLANK SPACES. EXECUTION COPY AMENDMENT NO. 1 AMENDMENT AGREEMENT dated as of September 20, 1993 among FIRST FIDELITY BANK, N.A., PENNSYLVANIA (formerly known as Fidelity Bank, National Association), a national banking association, solely in its capacity as the trustee for SPIRIT OF AMERICA MASTER TRUST (the "Seller"), FASHION SPC, INC., a Delaware corporation (the "Subordinated Purchaser"), SPIRIT OF AMERICA NATIONAL BANK, a national banking association ("Spirit"), as the owner (in such capacity, the "Owner") and the servicer (in such capacity, the "Servicer"), and CIESCO L.P., a New York limited partnership ("Ciesco"), CORPORATE ASSET FUNDING COMPANY, INC., a Delaware corporation ("CAFCO") and CORPORATE RECEIVABLES CORPORATION, a California corporation ("CRC"; Ciesco, CAFCO and CRC being collectively referred to as the "Purchasers"), CITICORP NORTH AMERICA, INC., a Delaware corporation ("CNAI"), as agent for the Purchasers (the "Agent") and, as to Sections 2 and 4(b) hereof only, CHARMING SHOPPES, INC., a Pennsylvania corporation ("Charming Shoppes"), and FASHION SERVICE CORP., a Delaware corporation ("FSC"). Preliminary Statements. (1) The Seller, the Subordinated Purchaser, the Owner, the Servicer, the Purchasers and CNAI as Agent, are parties to a Receivables Purchase Agreement dated as of December 24, 1992 (the "RPA"; capitalized terms not otherwise defined herein shall have the meanings attributed to them in the RPA), pursuant to which a Purchaser may, in its sole discretion, purchase Receivable Interests from the Seller; (2) Charming Shoppes and FSC are parties to a Company Agreement dated as of December 24, 1992 (the "Company Agreement") in favor of the Agent, pursuant to which Charming Shoppes and FSC agree, among other things, to cause the performance and observance by each of the Servicer and the Seller and their respective successors and assigns of all of the terms, covenants, conditions, agreements and undertakings on the part of the Servicer and the Seller, respectively, to be performed or observed under the RPA; (3) The Seller, the Subordinated Purchaser, the Owner, the Servicer, the Purchasers and the Agent desire to amend the RPA to increase the Purchase Limit, extend the Facility Termination Date and make certain other changes as set forth in Section 1 hereof; and (4) Charming Shoppes, FSC and the Agent desire to amend the Company Agreement and confirm that the Company Agreement continues to apply to the RPA, as amended hereby; NOW, THEREFORE, the parties agree as follows: 2 SECTION 1. Amendments to RPA. [ 2 3 3 4 ] (f) Exhibit I to the RPA is amended as follows: (i) The definition of Amortization Period is amended in its entirety to read as follows: "Amortization Period" means (a) the period (if any) beginning at the close of business of the Agent on the Business Day immediately preceding the Partial Amortization Date and ending on the Partial Amortization Ending Date or (if the Termination Date shall occur prior to the Partial Amortization Ending Date) the Final Distribution Date, and (b) the period beginning at the close of business of the Agent on the Business Day immediately preceding the Termination Date and ending on the Final Distribution Date. (ii) The definition of "BancOhio Portfolio" is amended by deleting the word "in" which appears in line 3 thereof. (iii) The definition of "Collection" is amended by adding the following two sentences at the end thereof: The term "Collection" shall also include all benefits of the Owner or FSC or any other Owner Affiliate under and all monies due or to become due to the Owner or FSC or any other Owner Affiliate under the Interest Rate Agreements, and any such monies received shall be deemed a Collection of Finance Charge Receivables and shall be considered a Collection with respect to Pool Receivables. Notwithstanding any other provision of the Agreement to the contrary, Collections constituting payments in respect of the Interest Rate Agreements shall be allocated entirely to the Purchase Interests under the Agreement. (iv) Clause (viii) of the definition of "Eligible Receivable" is amended in its entirety to read as follows: "(viii) which satisfies all applicable requirements of the Cardholder Guidelines;". (v) The definition of "Eligible State" is amended by inserting a period following the word "Agreement" in the third line of clause (b) thereof and deleting the remainder of such definition. 4 5 (vi) A new definition entitled "Facility Reduction Date" is added which shall read as follows: "Facility Reduction Date" means September 15, 1994 (or such later date as the Seller, the Subordinated Purchaser, the Owner, the Servicer and the Agent may mutually agree in writing). (vii) The definition of "Facility Termination Date" in Exhibit I is amended by (x) replacing the date "December 1, 1995" in the second line thereof with the date "September 15, 1996 and (y) adding a new clause at the end thereof which shall read as follows: "or (iv) September 10, 1995, if on or prior to September 15, 1994 the Owner shall not have obtained extensions to or replacements for such of the Interest Rate Agreements as may be necessary so as to be in compliance with clause (iii)(y) of the first sentence of the definition of Interest Rate Agreements." (viii) The definition of "Fixed Allocation Percentage" is amended in its entirety to read as follows: "Fixed Allocation Percentage" means, for each Due Period with respect to the Amortization Period, the ratio (expressed as a percentage) (which shall not be in excess of 100%) computed as at the close of business of the Agent on the Business Day immediately preceding the Partial Amortization Date or the Termination Date (whichever triggered the beginning of such Amortization Period), by dividing (a) the sum of the Purchaser Capital and the Subordinated Purchaser Capital on such Business Day by (b) the product of (i) the Allocation Percentage for such Due Period and (ii) the total amount of Principal Receivables on such Business Day. (ix) The definition of "Funding Rate" is amended in its entirety to read as follows: "Funding Rate" for any Settlement Period means (a) the published yield per annum for one-month commercial paper issued by firms whose bonds are rated AA by S&P (or the equivalent), which is reported for the date two Business Days prior to the Distribution Date immediately following such Settlement Period in "Selected Interest Rates" (Publication H.15(519), Federal Reserve Statistical Release, published by the Board of Governors of the Federal Reserve System (or successor publication) (or, if such yield is not 5 6 published, such other rate as the Agent and the Servicer shall agree to in writing) or (b) such other rate as the Agent and the Servicer shall agree to in writing. (x) The definition of "Hedge Agreement" is deleted in its entirety. (xi) A new definition entitled "Interest Rate Agreements" is added which shall read as follows: "Interest Rate Agreements" mean one or more interest rate cap or interest rate swap agreements which shall (i) in the case of a cap agreement, provide for payments to the Owner or an Owner Affiliate or the Seller in the event the Funding Rate shall exceed 9% per annum, (ii) in the case of a swap agreement, provide for payments to the Owner or an Owner Affiliate at the Funding Rate in exchange for payments by the Owner or such Owner Affiliate at a fixed interest rate not in excess of 9.0% per annum, (iii) cover in the aggregate (x) a notional balance of at least $150,000,000 through the Facility Reduction Date, which notional balance shall either (A) remain at least at $150,000,000 during the ten months immediately following the Facility Reduction Date or (B) amortize on a straight-line basis to zero over not less than 10 months commencing with the Facility Reduction Date and (y) an additional notional balance of at least $100,000,000 through the Facility Termination Date, which notional balance shall either (A) remain at least at $100,000,000 during the ten months immediately following the Facility Termination Date or (B) amortize on a straight-line basis to zero over not less than 10 months immediately following the Facility Termination Date (provided that prior to September 15, 1994, such additional notional balance of at least $100,000,000 may have a termination date no earlier than July 10, 1996), (iv) if entered into after September 20, 1993, comply with the provisions of Sections 8(e) (to the extent there is, at the time entered into, an existing swap or cap transaction with any of the counterparties to any of the Interest Rate Agreements) and 8(f) of the Company Agreement, as amended, and (v) be with such counterparties and contain such other terms and provisions as shall be satisfactory to the Agent. The Interest Rate Agreements, which are limited to those agreements specified in the Owner's officer's certificate in the form of Annex G delivered from time to time in accordance with the Agreement, are the "Enhancement" referred to in the Pooling and Servicing Agreement. 6 7 (xii) The definition of "Mellon Cut-Off Date" is deleted and a new definition entitled "Separate Account Notice Date" is added, in proper alphabetical order, which shall read as follows: "Separate Account Notice Date" means the date on which the Agent instructs the Owner, at least 10 Business Days in advance and during the existence of an Early Amortization Event or an event which, with notice or lapse of time or both, would constitute an Early Amortization Event, to establish a separate account to which only cash or cash proceeds constituting Collections of the Pool Receivables are to be sent. (xiii) The definition of "Minimum Seller Capital" is amended by deleting the phrase "on the Termination Date" in line 7 thereof and inserting in place thereof the phrase "at the close of business of the Agent on the Business Day immediately preceding the Partial Amortization Date or the Termination Date (whichever triggered the beginning of such Amortization Period)." (xiv) A new definition entitled "Owner Affiliate" is added which shall read as follows: "Owner Affiliate" means Charming Shoppes, FSC or any other wholly owned direct or indirect subsidiary of Charming Shoppes which is approved by the Agent. (xv) A new definition entitled "Partial Amortization Date" is added which shall read as follows: "Partial Amortization Date" means the Facility Reduction Date if on such date the Purchaser Capital exceeds $100,000,000. (xvi) A new definition entitled "Partial Amortization Ending Date" is added which shall read as follows: "Partial Amortization Ending Date" means the first date, following the occurrence of the Partial Amortization Date, on which Purchaser Capital shall have been reduced to $100,000,000 and Subordinated Purchaser Capital shall have been reduced to $9,890,110. (xvii) The first sentence of the definition of "Purchase Limit" is amended in its entirety to read as follows: 7 8 "Purchase Limit" means (a) from the date of the Agreement to October 5, 1993, $100,000,000, (b) from October 6, 1993 to the Facility Reduction Date, $250,000,000, and (c) following the Facility Reduction Date, $100,000,000, in each case as such amounts may be reduced pursuant to Section 1.01(c). (xviii) The definition of "Purchaser Receivable Interest" is amended by (x) deleting the phrase "the Purchasers" in lines 2 and 3 thereof and inserting in place thereof the phrase "Ciesco, CAFCO, CRC or their respective successors and assigns," and (y) adding the phrase "and payments in respect of the Interest Rate Agreements" immediately after the phrase "Pool Receivables" in the last line thereof. (xix) The definition of "Revolving Period" is amended in its entirety to read as follows: "Revolving Period" means (a) the period beginning on the date of the Agreement and ending at the close of business of the Agent on the Business Day immediately preceding the earlier of the Partial Amortization Date and the Termination Date, and (b) the period (if any) beginning on the date the Partial Amortization Ending Date occurs and ending at the close of business of the Agent on the Business Day immediately preceding the Termination Date. (xx) The definition of Seller Interest is amended by adding the phrase "and payments in respect of the Interest Rate Agreements" after the phrase "Pool Receivable" in the fifth line thereof. (xxi) The definition of "Subordinated Receivable Interest" is amended by adding the phrase "and payments in respect of the Interest Rate Agreements" immediately after the phrase "Pool Receivables" in the last line thereof. (xxii) The definition of "Yield" is amended by deleting the phrase "Settlement Period" in the third line of the definition of "AR" contained therein and inserting the phrase "Fixed Period" in place thereof. (g) Paragraph 1(a) of Exhibit II to the RPA is amended by deleting the phrase "Attribute 300/400" in line 6 thereof and inserting in place thereof the phrase "Attribute 300, 400, 700 or 800." 8 9 (h) A new paragraph 1(d) is added to Exhibit IV to the RPA which shall read as follows: (d) Interest Rate Agreements. The Trustee shall not consent to any modification or amendment of the Interest Rate Agreements without the prior written consent of the Agent in each instance, which consent shall not be unreasonably withheld by the Agent. (i) Each reference to the "Mellon Cut-Off Date" in paragraph 2(d) of Exhibit IV to the RPA and paragraph 1(c) of Exhibit V to the RPA shall be replaced by the term "Separate Account Notice Date." (j) Paragraph 2(e) of Exhibit IV to the RPA is amended in its entirety to read as follows: (e) Interest Rate Hedging. The Owner shall maintain, or cause to be maintained, the Interest Rate Agreements in full force and effect and shall obtain, or cause to be obtained, extensions to or replacements for the Interest Rate Agreements from time to time so that the then effective Interest Rate Agreements are at all times in compliance with the first sentence of the definition of "Interest Rate Agreements";provided, however, that the failure of the Owner to obtain, prior to September 15, 1994, extensions to or replacements for those Interest Rate Agreements having a termination date of July 10, 1996 shall not constitute an Early Amortization Event, so long as such Interest Rate Agreements are otherwise then in compliance with the first sentence of the definition of "Interest Rate Agreements." Whenever the Owner shall obtain, or cause to be obtained, an extension to or replacement for any Interest Rate Agreement, the Owner shall immediately furnish the Agent with an updated Annex G incorporating such extension or replacement and a copy of such extension or replacement, in each case certified by a Responsible Officer of the Owner as being complete and correct. With respect to each Interest Rate Agreement to which the Seller is not a party, the Owner shall cause all monies due or to become due to the Owner (or, if applicable, an Owner Affiliate) under such Interest Rate Agreement to be assigned to the Seller. (k) Paragraph 1(c) of Exhibit V to the RPA is amended by deleting the word "designed" in line 2 of 9 10 clause (iv) thereof and inserting in place thereof the word "designated." (l) Paragraph (e)(iii) of Exhibit VI to the RPA is amended by inserting the phrase "or a Trust Early Amortization Event" following each appearance of the phrase "Amortization Event" in lines 4 and 5 thereof. (m) A new Annex G is added to the Agreement in the form of Annex G attached hereto. SECTION 2. Amendments to Company Agreement. (a) The Company Agreement shall be amended, effective as of the Effective Date, by adding the following new subsections (e) and (f) to Section 8 thereof: (e) Future Swap Transactions. With respect to each Interest Rate Agreement other than a rate cap agreement to which the Seller is a party, not enter into or guarantee any additional rate swap transaction with the counterparty to any such Interest Rate Agreement, and not permit the Owner or any Owner Affiliate to do so, unless it shall have obtained in each case an agreement that such counterparty will not net or offset payment obligations under such rate swap transaction or guarantee against payment obligations under such Interest Rate Agreement; and (f) Redocumentation of Interest Rate Agreements. On or prior to September 15, 1994 amend or replace all Interest Rate Agreements to which it is a party to provide for payments to either the defaulting or the nondefaulting party on an early termination, to the extent such Interest Rate Agreements do not so provide (without limiting the form of documentation which may be utilized, an Interest Rate Agreement which uses the 1992 ISDA Master Agreement form and election of the "Second Method" shall comply with this subsection (f)). (b) Each of Charming Shoppes and FSC agrees that the Company Agreement (i) applies to the RPA as amended by this Amendment Agreement and (ii) ratifies and confirms the Company Agreement in all respects (subject, in the case of representations and warranties, to Section 4(b) of this Amendment Agreement) and agrees that the Company Agreement, as amended hereby, shall remain in full force and effect in accordance with its terms, except that on and after the date hereof, each reference 10 11 in the Company Agreement to "the RPA", "thereunder", "thereof" or words of like import referring to the RPA shall mean and be a reference to the RPA as amended by this Amendment Agreement. SECTION 3. Conditions Precedent. The effectiveness of the amendments set forth in Section 1 which are stated to be effective on the Effective Date is subject to the conditions precedent that the Agent shall have received each of the following, in form and substance satisfactory to the Agent, on or prior to October 15, 1993: (a) Certified copies of any necessary corporate action of the Trustee approving this Amendment Agreement and certified copies of all documents evidencing other necessary government approvals, if any, with respect to this Amendment Agreement and certification of the names and true signatures of the officers of the Trustee authorized to sign this Amendment Agreement on behalf of the Seller and the other documents to be delivered by the Seller hereunder; (b) Certified copies of the resolutions of the Board of Directors of the Subordinated Purchaser approving this Amendment Agreement, and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment Agreement, and certification of the names and true signatures of the officers of the Subordinated Purchaser authorized to sign this Amendment Agreement and the other documents to be delivered by the Subordinated Purchaser hereunder; (c) Certified copies of the resolutions of the Board of Directors of the Servicer and the Owner approving this Amendment Agreement, and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment Agreement, and certification of the names and true signatures of the officers of the Servicer and the Owner authorized to sign this Amendment Agreement and the other documents to be delivered by the Servicer and the Owner hereunder; (d) Certified copies of the resolutions of the Board of Directors of FSC approving this Amendment Agreement, and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment Agreement, and certification of the names and true signatures of the officers of FSC authorized to sign this Amendment Agreement; (e) Certified copies of the resolutions of the Board of Directors of Charming Shoppes approving this Amendment Agreement, and certified copies of all documents 11 12 evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment Agreement, and certification of the names and true signatures of the officers of Charming Shoppes authorized to sign this Amendment Agreement; (f) Favorable opinions of counsel for the Trustee, the Owner, the Servicer, the Subordinated Purchaser, FSC and Charming Shoppes as to such matters as the Agent may reasonably request; (g) An amendment and restatement of the Fee Letter and payment of all fees due thereunder; (h) The documentation relating to the assignment of the BancOhio Portfolio to the Owner; (i) With respect to Additional Accounts arising in respect of the BancOhio Portfolio, copies of the "Addition Notice," "Assignment" and Owner's Officer's Certificate required to be delivered pursuant to Section 2.6(c) of the Pooling and Servicing Agreement; (j) An officer's certificate of the Owner meeting the requirements of Section 1.02(a)(iii) of the RPA; (k) Evidence that the Owner shall have duly given the notice to Mellon Bank, N.A. contemplated under Section 3 of the Agreement dated as of December 24, 1992 among the Owner, the Agent and Mellon Bank, N.A. relating to certain intercreditor arrangements; (l) Assignments to the Seller of the benefits under each of the Interest Rate Agreements in effect on the Effective Date, together with any necessary consents by the counterparties to such Interest Rate Agreements; (m) Copies of each of the Interest Rate Agreements in effect on the Effective Date, together with a summary thereof in the form of Annex G attached hereto, in each case certified by a Responsible Officer of the Owner as being complete and correct; (n) UCC financing statements relating to the Interest Rate Agreements naming the Owner (or, if applicable, an Owner Affiliate) as debtor and the Seller as secured party and UCC financing statement amendments relating to the Interest Rate Agreements with respect to each UCC financing statement filed pursuant to the RPA; (o) An officer's certificate of Charming Shoppes stating that on the Effective Date none of Charming Shoppes, FSC or the Owner is a party to or guarantor of any rate swap 12 13 transaction (other than the Interest Rate Agreements) with any of the counterparties to any of the Interest Rate Agreements in effect on the Effective Date; and (p) Such other approvals, opinions or documents as the Agent may reasonably request. SECTION 4. Representations and Warranties. (a) Each of the Trustee, the Owner, the Servicer and the Subordinated Purchaser confirms that each of the representations and warranties made by it contained in Exhibit III to the RPA, as amended by this Amendment Agreement, is correct on and as of the date hereof as though made on and as of this date. (b) Each of Charming Shoppes and FSC confirms that each of the representations and warranties made by it contained in Section 5 of the Company Agreement, after giving effect to this Amendment Agreement, is correct on and as of the date hereof as though made on and as of this date. SECTION 5. Costs and Expenses. The Owner agrees to pay on demand all reasonable costs and expenses in connection with the preparation, execution and delivery of this Amendment Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent. SECTION 6. Confirmation of RPA. Except as herein expressly amended, the RPA is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms. Each reference in the RPA to "this Agreement" shall mean the RPA as amended by this Amendment Agreement, and as hereinafter amended or restated. SECTION 7. GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 8. Execution in Counterparts. This Amendment Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature 13 14 page to this Amendment Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment Agreement. IN WITNESS WHEREOF, the parties have caused this Amendment Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. SELLER: FIRST FIDELITY BANK, N.A., PENNSYLVANIA (formerly known as Fidelity Bank, National Association), not in its individual capacity but solely as the Trustee for SPIRIT OF AMERICA MASTER TRUST By: ------------------------------ Title: Vice President SUBORDINATED PURCHASER: FASHION SPC, INC. By: ------------------------------ Title: ---------------------- OWNER/SERVICER: SPIRIT OF AMERICA NATIONAL BANK, as the Owner and the Servicer By: ------------------------------ Title: ---------------------- AGENT: CITICORP NORTH AMERICA, INC., as Agent By: ------------------------------ Vice President 14 15 ACKNOWLEDGED AND AGREED AS TO SECTIONS 2 AND 4(b) ONLY: CHARMING SHOPPES: CHARMING SHOPPES, INC. By: ------------------------------ Title: ------------------------ FSC: FASHION SERVICE CORP. By: ------------------------------ Title: ------------------------ 15 16 ANNEX G Summary of Interest Rate Agreements as of (Date) Reference Date Amorti- No. or zation of Date of Type Fixed Rate Notional Confir- (Swap Notional or Cap Effective Amount Termination Counterparty mation or Cap) Amount Rate Date Begins Date - ------------ ------ ------- -------- ------ --------- ------ ----
The Owner Affiliate party to each of the above Agreements is [FSC]. The Index for floating rate payments for each of the above Agreements is ["USD-CP-H.15"] for one month maturities. EX-10.1 5 EXHIBIT 10.1.11 TO FORM 10-K 1 EXECUTION COPY AMENDMENT NO. 1 AMENDMENT AGREEMENT dated as of September 20, 1993 among FIRST FIDELITY BANK, N.A., PENNSYLVANIA (formerly known as Fidelity Bank, National Association), a national banking association, solely in its capacity as the trustee for SPIRIT OF AMERICA MASTER TRUST (the "Seller"), FASHION SPC, INC., a Delaware corporation (the "Subordinated Purchaser"), SPIRIT OF AMERICA NATIONAL BANK, a national banking association ("Spirit"), as the owner (in such capacity, the "Owner") and the servicer (in such capacity, the "Servicer"), CITIBANK, N.A. ("Citibank"), a national banking association, CITICORP NORTH AMERICA, INC., a Delaware corporation ("CNAI"), as agent for Citibank (the "Agent") and, as to Sections 2 and 5(b) hereof only, CHARMING SHOPPES, INC., a Pennsylvania corporation ("Charming Shoppes"), and FASHION SERVICE CORP., a Delaware corporation ("FSC"). Preliminary Statements. (1) The Seller, the Subordinated Purchaser, the Owner, the Servicer, Citibank and CNAI as Agent, are parties to a Receivables Purchase Agreement (Parallel Purchase Commitment) dated as of December 24, 1992 (the "PPC"; capitalized terms not otherwise defined herein shall have the meanings attributed to them in the PPC), pursuant to which Citibank agrees, in accordance with the specified terms and conditions thereunder, to purchase Receivable Interests from the Seller; (2) Charming Shoppes and FSC are parties to a Company Agreement dated as of December 24, 1992 (the "Company Agreement") in favor of the Agent, pursuant to which Charming Shoppes and FSC agree, among other things, to cause the performance and observance by each of the Servicer and the Seller and their respective successors and assigns of all of the terms, covenants, conditions, agreements and undertakings on the part of the Servicer and the Seller, respectively, to be performed or observed under the PPC; (3) The Seller, the Subordinated Purchaser, the Owner, the Servicer, Citibank and the Agent desire to amend the PPC to increase the Bank Commitment, extend the Commitment Termination Date and make certain other changes as set forth in Section 1 hereof; and (4) Charming Shoppes, FSC and the Agent desire to amend the Company Agreement and confirm that the Company Agreement continues to apply to the PPC, as amended hereby; 2 NOW, THEREFORE, the parties agree as follows: SECTION 1. Amendments to PPC. The PPC shall be amended as follows, the amendments set forth in paragraphs (b) and (h) below to be effective on the date hereof and the balance of such amendments to be effective as of the date on which all of the conditions precedent set forth in Section 4 shall be satisfied (the "Effective Date"): (a) The second sentence of Section 1.01(a) of the PPC is amended in its entirety to read as follows: Under no circumstances shall the Banks be obligated to make any such purchase on any date if after giving effect to such purchase the aggregate outstanding Purchaser Capital, together with the aggregate outstanding "Purchaser Capital" of "Purchaser Receivable Interests" under the Receivables Purchase Agreement, would exceed the Total Commitment on such date. (b) Section 1.04 of the PPC is amended by inserting the phrase ", as amended or restated from time to time" following the words "and the Agent" in the third line thereof. (c) Section 4.03(b) of the PPC is amended by deleting the phrase "Purchase Limit" in lines 7 and 8 thereof and inserting in place thereof the phrase "highest Total Commitment theretofore in effect under this Agreement." (d) Clause (a) of the definition of Bank Commitment in Exhibit I to the PPC is amended in its entirety to read as follows: (a) (i) with respect to Citibank, from the date of the Agreement to October 5, 1993, $100,000,000, (ii) from October 6, 1993 to the Facility Reduction Date, $250,000,000, and (iii) following the Facility Reduction Date, $100,000,000 in each case as such amount may be reduced by any Assignment and Acceptance entered into between Citibank and other Banks; (e) The definition of "Commitment Termination Date" in Exhibit I to the PPC is amended by (x) replacing the date "June 30, 1994" in the second line thereof with the date "September 15, 1996 and (y) adding a new clause at the end thereof which shall read as follows: "or (iv) September 10, 1995, if on or prior to September 15, 1994 the Owner shall not have obtained extensions to or replacements for 2 3 such of the Interest Rate Agreements as may be necessary so as to be in compliance with clause (iii)(y) of the first sentence of the definition of Interest Rate Agreements." (f) A new definition entitled "Facility Reduction Date" is added to Exhibit I to the PPC which shall read as follows: "Facility Reduction Date" means September 15 1994 (or such later date as the Seller, the Subordinated Purchaser, the Owner, the Servicer and the Agent may mutually agree in writing). (g) The first sentence of the definition of Total Commitment in Exhibit I to the PPC is amended in its entirety to read as follows: "Total Commitment" means (a) from the date of the Agreement to October 5, 1993, $100,000,000, (b) from October 6, 1993 to the Facility Reduction Date, $250,000,000, and (c) following the Facility Reduction Date, $100,000,000, in each case as such amounts may be reduced pursuant to Section 1.01(c). (h) The reference to "Schedule II" in Section 2 of Exhibit I to the PPC and in the Table of Contents to the PPC is hereby deleted. (i) Paragraph 1(a) of Exhibit II to the PPC is amended by deleting the phrase "Attribute 300/400" in line 6 thereof and inserting in place thereof the phrase "Attribute 300, 400, 700 or 800." SECTION 2. Amendments to Company Agreement. (a) The Company Agreement shall be amended, effective as of the Effective Date, by adding the following new subsections (e) and (f) to Section 8 thereof: (e) Future Swap Transactions. With respect to each Interest Rate Agreement other than a rate cap agreement to which the Seller is a party, not enter into or guarantee any additional rate swap transaction with the counterparty to any such Interest Rate Agreement, and not permit the Owner or any Owner Affiliate to do so, unless it shall have obtained in each case an agreement that such counterparty will not net or offset payment obligations under such rate swap transaction or guarantee against payment obligations under such Interest Rate Agreement; and 3 4 (f) Redocumentation of Interest Rate Agreements. On or prior to September 15, 1994 amend or replace all Interest Rate Agreements to which it is a party to provide for payments to either the defaulting or the nondefaulting party on an early termination, to the extent such Interest Rate Agreements do not so provide (without limiting the form of documentation which may be utilized, an Interest Rate Agreement which uses the 1992 ISDA Master Agreement form and election of the "Second Method" shall comply with this subsection (f)). (b) Each of Charming Shoppes and FSC agrees that the Company Agreement (i) applies to the PPC as amended by this Amendment Agreement and (ii) ratifies and confirms the Company Agreement in all respects (subject, in the case of representations and warranties, to Section 5(b) of this Amendment Agreement) and agrees that the Company Agreement, as amended hereby, shall remain in full force and effect in accordance with its terms, except that on and after the date hereof, each reference in the Company Agreement to "the PPC", "thereunder", "thereof" or words of like import referring to the PPC shall mean and be a reference to the PPC as amended by this Amendment Agreement. SECTION 3. Consent to Amendment to Receivables Purchase Agreement. In accordance with the last sentence of Section 2 of Exhibit I to the PPC, the Agent hereby consents to Amendment No. 1 dated as of September 20, 1993 to the Receivables Purchase Agreement. SECTION 4. Conditions Precedent. The effectiveness of the amendments set forth in Section 1 which are stated to be effective on the Effective Date is subject to the conditions precedent that the Agent shall have received each of the following, in form and substance satisfactory to the Agent, on or prior to October 15, 1993: (a) Certified copies of any necessary corporate action of the Trustee approving this Amendment Agreement and certified copies of all documents evidencing other necessary government approvals, if any, with respect to this Amendment Agreement and certification of the names and true signatures of the officers of the Trustee authorized to sign this Amendment Agreement on behalf of the Seller and the other documents to be delivered by the Seller hereunder; (b) Certified copies of the resolutions of the Board of Directors of the Subordinated Purchaser approving this Amendment Agreement, and certified copies of all 4 5 documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment Agreement, and certification of the names and true signatures of the officers of the Subordinated Purchaser authorized to sign this Amendment Agreement and the other documents to be delivered by the Subordinated Purchaser hereunder; (c) Certified copies of the resolutions of the Board of Directors of the Servicer and the Owner approving this Amendment Agreement, and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment Agreement, and certification of the names and true signatures of the officers of the Servicer and the Owner authorized to sign this Amendment Agreement and the other documents to be delivered by the Servicer and the Owner hereunder; (d) Certified copies of the resolutions of the Board of Directors of FSC approving this Amendment Agreement, and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment Agreement, and certification of the names and true signatures of the officers of FSC authorized to sign this Amendment Agreement; (e) Certified copies of the resolutions of the Board of Directors of Charming Shoppes approving this Amendment Agreement, and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment Agreement, and certification of the names and true signatures of the officers of Charming Shoppes authorized to sign this Amendment Agreement; (f) Favorable opinions of counsel for the Trustee, the Owner, the Servicer, the Subordinated Purchaser, FSC and Charming Shoppes as to such matters as the Agent may reasonably request; (g) An amendment and restatement to the Fee Letter and payment of all fees due thereunder; (h) The documentation relating to the assignment of the BancOhio Portfolio to the Owner; (i) With respect to Additional Accounts arising in respect of the BancOhio Portfolio, copies of the "Addition Notice", "Assignment" and Owner's Officer's Certificate required to be delivered pursuant to Section 2.6(c) of the Pooling and Servicing Agreement; 5 6 (j) An officer's certificate of the Owner meeting the requirements of Section 1.02(a)(iii) of the PPC; (k) Evidence that the Owner shall have duly given the notice to Mellon Bank, N.A. contemplated under Section 3 of the Agreement dated as of December 24, 1992 among the Owner, the Agent and Mellon Bank, N.A. relating to certain intercreditor arrangements; (l) Assignments to the Seller of the benefits under each of the Interest Rate Agreements in effect on the Effective Date, together with any necessary consents by the counterparties to such Interest Rate Agreements; (m) Copies of each of the Interest Rate Agreements in effect on the Effective Date, together with a summary thereof in the form of Annex G hereto, in each case certified by a Responsible Officer of the Owner as being complete and correct; (n) UCC financing statements relating to the Interest Rate Agreements naming the Owner (or, if applicable, an Owner Affiliate) as debtor and the Seller as secured party and UCC financing statement amendments relating to the Interest Rate Agreements with respect to each UCC financing statement filed pursuant to the PPC; and (o) An officer's certificate of Charming Shoppes stating that on the Effective Date none of Charming Shoppes, FSC or the Owner is a party to or guarantor of any rate swap transaction (other than the Interest Rate Agreements) with any of the counterparties to any of the Interest Rate Agreements in effect on the Effective Date; and (p) Such other approvals, opinions or documents as the Agent may reasonably request. SECTION 5. Representations and Warranties. (a) Each of the Trustee, the Owner, the Servicer and the Subordinated Purchaser confirms that each of the representations and warranties made by it contained in Exhibit III to the PPC, as amended by this Amendment Agreement, is correct on and as of the date hereof as though made on and as of this date. (b) Each of Charming Shoppes and FSC confirms that each of the representations and warranties made by it contained in Section 5 of the Company Agreement, after giving effect to this Amendment Agreement, is correct on and as of the date hereof as though made on and as of this date. SECTION 6. Costs and Expenses. The Owner agrees to pay on demand all reasonable costs and expenses in connection 6 7 with the preparation, execution and delivery of this Amendment Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent. SECTION 7. Confirmation of PPC. Except as herein expressly amended, the PPC is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms. Each reference in the PPC to "this Agreement" shall mean the PPC as amended by this Amendment Agreement, and as hereinafter amended or restated. SECTION 8. GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 9. Execution in Counterparts. This Amendment Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page to this Amendment Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment Agreement. 7 8 IN WITNESS WHEREOF, the parties have caused this Amendment Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. SELLER: FIRST FIDELITY BANK, N.A., PENNSYLVANIA (formerly known as Fidelity Bank, National Association), not in its individual capacity but solely as the Trustee for SPIRIT OF AMERICA MASTER TRUST By: ------------------------------ Title: Vice President SUBORDINATED PURCHASER: FASHION SPC, INC. By: ------------------------------ Title: ----------------------- OWNER/ SERVICER: SPIRIT OF AMERICA NATIONAL BANK, as the Owner and the Servicer By: ------------------------------ Title: ----------------------- AGENT: CITICORP NORTH AMERICA, INC., as Agent By: ------------------------------- Vice President CITIBANK CITIBANK, N.A. By: -------------------------------- Title: ------------------------- 8 9 ACKNOWLEDGED AND AGREED AS TO SECTIONS 2 AND 5(b) ONLY: CHARMING SHOPPES: CHARMING SHOPPES, INC. By: ------------------------------- Title: ----------------------- FSC: FASHION SERVICE CORP. By: ------------------------------ Title: ---------------------- 9 10 ANNEX G Summary of Interest Rate Agreements as of (Date)
Refer- Date ence Amorti- No. or Fixed zation of Date of Type Rate Notional Confir- (Swap Notional or Cap Effective Amount Termination Counterparty mation or Cap) Amount Rate Date Begins Date - ------------ ----- ------- -------- ------ --------- -------- ----------- The Owner Affiliate party to each of the above Agreements is [FSC]. The Index for floating rate payments for each of the above Agreements is ["USD- CP-H.15"] for one month maturities.
EX-10.1 6 EXHIBIT 10.1.12 TO FORM 10-K 1 THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT OF CERTAIN PORTIONS OF THIS EXHIBIT FROM THE SECURITIES AND EXCHANGE COMMISSION, WHICH HAVE BEEN DELETED AND REPLACED WITH BRACKETED BLANK SPACES. SALE AND PURCHASE AGREEMENT This Sale and Purchase Agreement is made as of the -------- day of - ----------------, 1993 between NATIONAL CITY BANK, COLUMBUS, a national banking association (the "Bank") and FASHION SERVICE CORP., a Delaware corporation ("Fashion"). PRELIMINARY STATEMENT The Bank, Fashion and certain other corporations affiliated with Fashion are parties to a Credit Card Plan Agreement dated October 24, 1984, as amended from time to time (the "Plan Agreement"). Pursuant to the Plan Agreement the Bank is operating a consumer credit program (the "Charge Plan") in the form of revolving lines of credit used by customers of retail stores affiliated with Fashion to purchase goods and services from such retail stores. The Bank wishes to sell and Fashion wishes to purchase all obligations outstanding under the Charge Plan incurred by Customers of retail stores affiliated with Fashion, as further set forth in this Agreement. NOW THEREFORE, in consideration of the mutual promises hereinafter set forth, and intending to be legally bound, the parties hereto agree as follows: ARTICLE I GENERAL & DEFINITIONS Section 1.01 Mutual Cooperation. It is an objective of the parties that the sale and purchase of Account Debt and Accounts provided for in this agreement be planned and carried out in an effective, efficient and smooth manner and without interruption in credit card account service to Charge Customers. It is a further objective that the Charge Plan and any other similar consumer credit program(s) operated by Fashion or by a third party contractor ("Contractor") for customers of retail stores operated by or affiliated with Fashion (each an "Other Charge Plan") operate concurrently in all retail stores operated by or affiliated with Fashion without conflict or confusion (such as the mishandling of applications for credit, requests for authorizations, records of credit sales, credits, allowances, payments, customer complaints, inquiries and collection measures). Without limiting the generality of the foregoing, the parties agree to cooperate with, consult with and assist each other to accomplish this objective, and to avoid practices, procedures or statements that might result in such confusion or impair the collectibility of any customer obligations or damage the business and reputation of either party, and to alert each other to potential problems as soon as they are recognized. Fashion will use its best efforts to obtain the cooperation of any operator of any Other Charge Plan whenever necessary or useful to accomplish these objectives. Section 1.02 Definitions and Index of Definitions. As used herein, the following terms shall have the following respective meanings: 2 "Accounts" shall mean the individual revolving lines of credit provided by the Bank to Charge Customers for use in retail stores operated by Fashion or one of its affiliates. "Account Debt" shall mean all outstanding obligations of a Charge Customer due under an Account, including unbilled purchases but not including unbilled finance charges. "Account Records" shall mean information relating to Accounts which shall include the Cardholder Master File, the collection status of each Account and information concerning interim transactions, if any, that occur during the time period after the Bank stops processing transactions under the Plan for the Accounts being transferred and before Fashion or a Contractor starts processing credit card transactions under the Other Charge Plan for the transferred accounts. "Adjusted Weighted Pricing Percentage" shall mean a percentage calculated in the manner prescribed in Annex I. "Aging Category" shall mean any one of the seven categories specified in Annex I attached hereto which is used to classify the delinquency status of Accounts. "Applicable Interest Rate" shall mean the One Month Libor Rate plus three-eights of one percent (3/8%) per annum. "Cardholder Master File" shall mean a computer usable tape containing the Bank's records used to operate the Charge Plan, including the following information for each account to be transferred: the names of Customers, addresses, credit and transaction history, current balances and Account aging. "Charge Customers" shall mean customers of retail stores affiliated with Fashion for whom an Account has been opened under the Charge Plan. "Charge Plan" shall have the meaning set forth in the Preliminary Statement. "Contractor" shall mean the meaning set forth in Section 1.01. "Contractor" shall mean the meaning set forth in Section 1.01. "Final Settlement Date" shall mean November 2, 1993. "Net Outstandings" shall have the meaning set forth in Section 2.02. "One Month LIBOR Rate" shall mean the One Month London Interbank Offered Rate published in the Wall Street Journal on the Record Date or, if not available on the Record Date, on the most recent date prior to the Record Date that such rate is published in the Wall Street Journal. "Other Charge Plan" shall have the meaning set forth in Section 1.01. -2- 3 "Plan Agreement" shall have the meaning set forth in the Preliminary Statement. "Preliminary Settlement Date" shall mean October 6, 1993. "Record Date" shall mean October 3, 1993. Reference should also be made to the Annexes hereto for further definitions. ARTICLE II SALE AND PURCHASE Section 2.01 Transfer of Title to Accounts. (a) As of the close of business on the Preliminary Settlement Date, the Bank will transfer to Fashion without recourse, except as otherwise provided for herein, the Bank's right, title and interest in: (i) the Account Debts, including all unbilled finance charges relating thereto, of all Charge Customers as of the close of business on the Record Date, together with (ii) the Accounts of such Charge Customers (including Charge Customers having credit or zero balances in their Accounts, but excluding Charge Customers whose Account Debt has been written off by the Bank). Such transfer shall be evidenced by delivery of a bill of sale or assignment executed by the Bank in such form as Fashion may reasonably request. Within two days after the Record Date, Bank shall deliver to Fashion complete and correct copies of the Cardholder Master File and all other Account Records with respect to the Accounts being transferred, accompanied by the certificate signed by the Chief Financial Officer or Chief Operations Officer of the Bank certifying that the information contained thereon is complete and correct to the best of Bank's knowledge as of the Record Date. Section 2.02 Purchase Price. (a) On the Preliminary Settlement Date, Fashion shall pay the Bank a purchase price for the Account Debts, including all accrued unbilled finance charges, and Accounts transferred to Fashion on such date, as of the Record Date, which purchase price is equal to (i) the Net Outstandings of such Accounts as reflected in the Cardholder Master File multiplied by the Adjusted Weighted Pricing Percentage, (ii) plus the Preliminary Settlement Date Finance Charge Payment, as determined in accordance with the formula set forth in Annex II attached hereto (the "Preliminary Settlement Date Finance Charge Payment"); (iii) plus interest at the Applicable Interest Rate on the amount determined in (i) above from the Record Date until the Preliminary Settlement Date as described in Annex I attached hereto. Fashion shall pay such purchase price to Bank by wire transfer of immediately available funds to an account designated by the Bank. If Bank receives such amount up to 12:00 noon on the Preliminary Statement Date, no interest shall accrue. If Bank receives such amount at any time after 12:00 noon on the Preliminary Settlement Date, interest shall accrue from and including the Preliminary -3- 4 Statement Date until and including the date Bank receives such amount. "Net Outstandings" means (i) the aggregate amount of Account Debt as of the close of business on the Record Date less (ii) all credit balances as of the close of business on such Record Date. As part of the purchase price Fashion shall assume all liability to Charge Customers for credit balances that may exist in any purchased Accounts. (b) Upon the completion of the billing cycles during which the Record Date occurs for each Account transferred to Fashion, Fashion shall calculate the Unbillable Finance Charge Rebate Payment due to Fashion in accordance with the formula set forth in Annex III attached hereto (the "Unbillable Finance Charge Rebate Payment"). On the Final Settlement Date, Bank shall pay Fashion the Unbillable Finance Charge Rebate Payment, including interest on the Unbillable Finance Charges, at the Applicable Interest Rate from the Record Date to the Final Settlement Date as determined in Annex III. Before the Final Settlement Date, Fashion shall deliver to the Bank a statement and documentation showing the calculation of the Unbillable Finance Charge Rebate Payment according to Annex III attached hereto, accompanied by a certificate signed by a Vice President of Fashion certifying that the calculation and information is complete and correct to the best of Fashion's knowledge. The Bank shall take a reasonable opportunity to verify the accuracy of such statement and documentation. Payment by the Bank to Fashion shall be made by wire transfer of immediately available funds to an account designated by Fashion. If Fashion receives such amount before 12:00 noon on the Final Settlement Date, interest shall accrue from the Preliminary Settlement Date through and including the calendar day before the Final Settlement Date. If Fashion receives such amount at any time after 12:00 noon on the Final Settlement Date, interest shall accrue through and including the Final Settlement Date. Section 2.03 Right to Audit. The Bank will assist Fashion and Contractor in understanding the Conversion Plan described in Section 4.03 and, after written notice by Fashion to Bank of Fashion's intent to audit and the purpose of such audit, will allow Fashion to perform audit tests with respect to the Accounts to be transferred on the Preliminary Settlement Date to ascertain the accuracy of the records and information to be transferred. These tests will be conducted according to generally accepted auditing practices and standards and will include, but not be limited to: testing the methods used to determine the Aging Category of the Accounts (as defined in Annex I attached hereto) to be transferred, reviewing the Cardholder Master File for data inaccuracies, reviewing for reaging, evaluating write-off policies and conduct other audit tests to substantiate that processing controls can be relied upon as a basis for determining the Net Outstandings as of the Record Date. The conclusion of an audit shall not constitute a waiver of any -4- 5 right of either Fashion or the Bank under Section 5.02 or otherwise to assert an adjustment to any amount payable or paid under this Agreement. Section 2.04 Closing. Bank agrees that if Fashion requests the Bank to attend a loan closing or to confirm the assignment of the Accounts being transferred in order for Fashion to secure its loan to purchase such Accounts, unbilled finance charges and Account Debt, Bank shall cooperate to provide Fashion with such documents and/or assistance that Fashion may reasonably request. ARTICLE III CONDITIONS TO TRANSFER Section 3.01 Conditions to Transfer. The obligation of Fashion to acquire title to the Account Debt, the accrued unbilled finance charges related thereto, and the related Accounts on the Preliminary Settlement Date is conditioned upon satisfaction of the following conditions: (a) Each of the representations and warranties of the Bank set forth in this Agreement is true as of the Record Date and the Preliminary Settlement Date, and the Bank has performed each of its obligations under this Agreement which is required to be performed on or before the Record Date and the Preliminary Settlement Date. (b) The Bank shall have executed and delivered to Fashion such Uniform Commercial Code financing statements and change statements as Fashion may reasonably request to reflect the transactions contemplated by this Agreement. ARTICLE IV ACTIONS PRIOR TO TRANSFER From and after the date hereof the Bank will continue to operate the Charge Plan in accordance with the terms of the Plan Agreement, except that in connection with the transfer of Accounts to be made on the Preliminary Settlement Date, the following special procedures shall apply: Section 4.01 Applications and Credit Standards. (a) Effective July 8, 1993, the Bank will no longer enter into new arrangements with delinquent Charge Customers in order to reage their Accounts if they make three (3) consecutive minimum payments ("Hardship Reages") or reage their accounts for any other reason whatsoever except as provided below. The Bank, however, will continue to fulfill its commitments with respect to arrangements for Hardship Reages that have already been made with delinquent Charge Customers before July 8, 1993 and will reage the accounts subject to such arrangements if the delinquent Charge Customer meets the requirements for a -5- 6 Hardship Reage by October 3, 1993. Notwithstanding the foregoing, the Bank will continue to reage delinquent Charge Customers who: (i) have entered into a CCCS arrangement; or (ii) are delinquent as a result of missing or misposted payments, billing disputes, unintentional shortage of minimum due payments, other customer service determined valid reason for established Charge Customers who are no more than one (1) cycle past due, or any reage which must be done to comply with applicable law, rule or regulation. (b) On July 19, 1993 with respect to Quick Credit Applications and on July 31, 1993 with respect to Mail Applications, Fashion will or its Contractor will assume responsibility for accepting and processing all new credit applications. Fashion or its Contractor will only process Quick Credit Applications taken on or after July 31, 1993 using application forms containing the name of Fashion or its designee ("Fashion Applications"). Further, Fashion or its Contractor shall replace all Applications containing the name of Bank ("Bank Applications") with Fashion Applications in Fashion Bug Stores on or before July 31, 1993. In the event that the Bank receives any Fashion applications after July 31, 1993, Bank shall forward such applications to Fashion for processing. (c) The Bank will indemnify Fashion or its Contractor for any Loss (as defined in Section 6.1 of the Charge Plan Agreement) arising out of any violation of law resulting from Fashion or its designee issuing credit cards under new terms and conditions to Fashion Bug customers who have applied for a Fashion Bug charge on a Bank Application when such application is received by Fashion or its designee: (i) on or after July 31, 1993 in the case of a Mail Application; or (ii) after July 19, 1993 and on or before July 31, 1993, in the case of a Quick Credit application. The foregoing indemnification shall be limited solely to Losses arising out of any violation of law resulting from the situation that the application reflects one creditor (the Bank) and one set of terms and that the card will be issued in the name of a different creditor and under a different set of terms. The foregoing indemnification may only be invoked if the following conditions are met: (i) Fashion or its Contractor shall have complied with Section 4.01(b) above; (ii) Fashion or its Contractor shall, in compliance with all applicable law, notify such customers of the change in issuer and any changes in terms between the Bank cardholder agreement and the Fashion cardholder agreement (using a disclosure in the form of Exhibit A attached hereto). This Section 4.01 replaces the letter agreement dated July 21, 1993 between the parties signed by Kirk Simme and Brent Bostick. Section 4.02 Preparation for Conversion. The Bank and Fashion will cooperate to provide each other with all information and data -6- 7 reasonably necessary to ensure a timely conversion carried out in an effective and efficient manner without interruption of credit card account services to Charge Customers, but without unduly burdening the Bank with unreasonable and unnecessary requests for information. Without limiting the generality of the foregoing, the Bank will, upon Fashion's request, provide three Cardholder Master Files to Fashion for the Accounts transferred, one of which will be provided on the day after the Record Date. Such data shall be provided in printed or magnetic form, as requested by Fashion. The Bank will provide a retrieval service for a period of five years after the Preliminary Settlement Date to provide Fashion, upon its request, with copies of applications (to the extent that such applications are available) relating to the particular Accounts that were transferred to Fashion on such date. The Bank shall provide copies of such applications to Fashion as Fashion may reasonably request (i) within five (5) days of Fashion's request in order to respond to a specific customer inquiry, dispute or complaint and (ii) within normal retrieval periods after Fashion's request in connection with a specific endeavor on the part of Fashion that may require such information but not in excess of 10,000 applications annually. In addition, Bank shall provide to Fashion information about billing inquiries and collections concerning an Account upon Fashion's request to the extent that it is available. Section 4.03 Test Conversion. The Bank will cooperate with Fashion and the Contractor in reviewing any plan to test the Contractor's computer program for converting the processing of Accounts from the Bank to the Contractor and will cooperate with the implementation of such plan. Without limiting the generality of the foregoing the Bank shall, among other things, provide sample data for entry by the Contractor in its system, assist the Contractor in understanding the file layout and explain the Cardholder Master File, all finance charge calculations, and the Bank's method of payments used by the Bank in processing the Accounts. The Bank shall bear its own internal costs associated with such conversion efforts and reasonable travel and out-of-pocket expenses incurred with respect to such conversion effort. Section 4.04 Notices. Fashion shall be responsible at its own expense for mailing such notices that it may desire to inform Charge Customers of the transfer and of any change in the terms of the Charge Customer's credit card agreement. All notices of either party described in this section shall be submitted to the other party for approval prior to mailing, provided that such approval shall not be unreasonably withheld. Section 4.05 Termination of Services. (a) Except as otherwise provided in subsections (b) and (c), at the close of business on the Record Date, all obligations of the Bank to provide authorization service, customer service, collection activities and other support services shall terminate, except that following such date, the Bank shall refer all customer service calls and inquiries to a new third party customer service telephone -7- 8 number or address designated by Fashion. The Bank also shall make available to such third party, upon the third party's request with respect to particular accounts, all available records that may be reasonably necessary to respond to such inquiries. (b) The Bank will provide authorization service to Fashion's stores through and including one day after the Record Date in substantially the same manner in which authorization service has been heretofore provided under the Plan Agreement. Any credit extended through the Record Date shall constitute Account Debt. Any credit extended by Fashion after the Record Date on the basis of such authorization service shall not constitute Account Debt. The Bank's sole responsibility with respect to such authorization service will be to deliver to Fashion or the Contractor the information normally accumulated by the Bank in providing such service, including the account number and amount of each approved transaction. The Bank will use its best efforts to provide to the authorization network a response of "Account No. Error" (or other similar response indicating that the Account is no longer in the Bank's file) for all converted accounts attempted to be authorized using Bank's authorization service for a period of six months from the Record Date. Bank will provide authorization service to Fashion's stores after the Record Date and until Fashion or the Contractor can take over authorization, but Fashion shall pay the Bank a daily fee of $1,000.00 for each day that the Bank provides such authorization after the Record Date. Such fee shall be paid to the Bank on the Preliminary Settlement Date along with all other amounts owed on such date. (c) After September 27, 1993, all requests for non-monetary changes from Charge Customers, such as changes to Charge Customers' addresses, credit limits, and all other non-monetary changes will not be processed but instead such requests will be bundled and sent to Contractor. (d) Consistent with current practices, but not later than 5:00 p.m. Columbus, Ohio time on the date after the Record Date, Fashion shall transmit to the Bank tape records of all remaining Account Debt created through the close of business on the Record Date. Section 4.06 Handling of Payments. (a) By 5:00 p.m. Columbus, Ohio time on the date after the Record Date, Fashion shall deliver to the Bank tape records of all in-store payments received by Fashion through the close of business on the Record Date with respect to all Accounts. (b) All payments received by the Bank on or before the Record Date and all payments reported by Fashion pursuant to subsection (a) above with respect to Accounts shall be -8- 9 posted by the Bank no later than one day after delivery of the last tape described in Section 4.06(a) above. (c) All payments received by the Bank after the Record Date will be forwarded to Fashion or its designee. (d) The Bank shall make arrangements for all transactions which occur after the Record Date to be automatically forwarded or delivered to the Contractor, without handling or processing by the Bank. In the event that any such correspondence is nonetheless received by the Bank, the Bank shall forward it to Fashion or its designee after receipt by the Bank. ARTICLE V PRICING INFORMATION AND RECONCILIATION Section 5.01 Statements of Net Outstandings, Etc. Within two (2) business days after the Record Date, the Bank will deliver to Fashion: (i) a statement of the Net Outstandings with respect to the Accounts being transferred (which shall separately state by aging category the Account Debt less credit balances), and (ii) a statement showing calculations of the Adjusted Weighted Pricing Percentage and the purchase price, all in reasonable detail, prepared from the books and records maintained by Bank in the ordinary course of servicing the Accounts, setting forth all adjustments of such book figures as may be necessary. Such statement of Net Outstandings shall be certified by a Vice President of Bank to be complete and correct to the best of Bank's knowledge based on the Bank's books and records. Such statement shall also include the calculation of the Preliminary Settlement Finance Charge Payment due Bank in reasonable detail as set forth in Annex II. The statements and documentation relating to the Unbillable Finance Charge Rebate Payment due Fashion as calculated in accordance with Annex III shall be provided by Fashion to Bank before the Final Settlement Date as described in Sections 2.02(b) hereof. Section 5.02 Reconciliation and Adjustment. Fashion and the Contractor will use the Cardholder Master File tape, the payment tape described in Section 4.06 hereof, and the tape of all remaining Account Debt recorded by Fashion and delivered to Bank on the date after the Record Date described in Section 4.05(d), to verify the accuracy of the statements described in Sections 2.02 and 5.01 and the calculation of the purchase price as described in Section 2.02(a) and in Annex I and Annex II. The Bank will cooperate with Fashion and the Contractor prior to the Preliminary Statement Date in the balancing and reconciling of the Cardholder Master File and the balancing and reconciling of the payment and adjustment tape and the sales and payment information recorded by Fashion so as to verify such statements and the purchase price calculation. Prior to the Preliminary Settlement Date the Bank and Fashion will use their best efforts to reconcile any discrepancies, including, but not -9- 10 limited to, any adjustments arising prior to but not posted on or before the Record Date, but in any event, all known discrepancies shall be reconciled by the Final Settlement Date. If at any time between the Record Date and the date six months after the Final Settlement Date either party discovers an error or adjustment in the aggregate Account Debt stated in the Cardholder Master File or in the computations set forth in any statement delivered as described in Section 2.02 or 5.01 hereof, including items of adjustment related to events prior to the Record Date, the parties will adjust the Purchase Price or the accrued unbilled finance charges, as the case may be, and the appropriate party shall promptly pay any deficiency or refund any excess (including the effect of any discount fees to be paid or refunded), plus interest at the Applicable Interest Rate from the date the amount to be adjusted was first paid through the date of adjustment. ARTICLE VI OBLIGATIONS AFTER TRANSFER Section 6.01 Records. As needed and subject to the limitations set forth in Section 4.02 hereof, Bank will provide to Fashion copies of such information as is available relating to the Accounts sold to Fashion that Fashion may reasonably request. Bank agrees that it shall retain all available Account information for each Account for a period of five years from the date that such Account is transferred to Fashion. Whenever requested by the Bank, Fashion will make available to the Bank any information or records needed to resolve any disputes or litigation or to satisfy any regulatory inquiries or requirements; and whenever requested by Fashion, and subject to the limitations set forth in this Section 6.01 and Section 4.02 hereof, the Bank will make available to Fashion and the Contractor any information or records needed to resolve any disputes or litigation or to satisfy any regulatory inquiries or requirements. In order to assist in the prompt and efficient handling of such inquiries, each party will designate a person who shall be available by telephone to provide information as to the availability or location of such records and also to supply by telephone information which is readily available. Section 6.02 Use of Cards. For a period of at least six months after the Record Date, Fashion may continue to permit Charge Customers whose Accounts were transferred on the Preliminary Settlement Date to use any credit cards which bear the name or trademark of the Bank, however, Bank will use its best efforts not to authorize any such transactions. After such period, Fashion will take all reasonable action to cause Charge Customers to abandon use of such cards. Section 6.03 Repurchase of Certain Account Debt. (a) At the request of Fashion, the Bank will repurchase from time to time any Account Debt purchased by Fashion, plus any accrued unbilled finance changes thereon, pursuant to this Agreement, which Fashion or -10- 11 the Contractor is unable to collect as a result of a breach of any representation or warranty of the Bank set forth in Section 7.01. (b) The price to be paid by the Bank for such Account Debt repurchased under this Section 6.03 shall be equal to the price paid by Fashion to Bank on the Preliminary Settlement Date (which includes any Preliminary Settlement Date Finance Charge Payment and Interest at the Applicable Interest Rate from the Record Date to the Preliminary Settlement Date which was previously paid) less any Unbillable Finance Charge Rebate Payment reimbursed by Bank to Fashion on the Final Settlement Date. (c) Against payment of such price, Fashion and the Contractor will assign such Account Debt as of the Record Date to the Bank, without recourse and without representation or warranty except that the Account Debt is free and clear of all liens arising through Fashion or the Contractor, and that there are no claims or defenses arising out of Fashion's or the Contractor's ownership or administration of the Account. ARTICLE VII REPRESENTATIONS AND WARRANTIES Section 7.01 Representations and Warranties of Bank. The Bank represents and warrants to Fashion as follows: (a) The making and performance of this Agreement by the Bank have been duly authorized by all necessary corporate action and will not; (i) violate or conflict with any provision of any law, rule, regulation, order, writ, judgment, decree, determination or award presently in effect which is applicable to the Bank or any provision of its charter, or bylaws; or (ii) result in a breach of or constitute a default under any material indenture or loan or credit agreement or any other material written agreement or instrument to which the Bank is a party or by which the Bank is bound or affected, which breach or default would have a material adverse effect on Bank's ability to perform its obligations under this Agreement; or (iii) require the approval of or any exemption from any court, governmental body or regulatory authority (Federal, state or local). (b) The Bank has previously issued to each Charge Customer a credit card in full compliance with all applicable Federal and state laws and regulations relating to the issuance of credit cards or requests therefor. (c) Each Credit Agreement entered into by the Bank and each periodic billing statement rendered by Bank with respect -11- 12 to the Accounts was in full compliance with all applicable Federal and state laws and regulations relating to consumer credit and Truth-in-Lending, and the amount, computation and disclosure, of all finance charges and other charges and fees imposed by the Bank with respect to the Accounts was in full compliance with all applicable Federal and state laws and regulations. (d) The Account Debt and the Accounts are not subject to any lien, claim or security interest or encumbrance in favor of any third party except as may exist by or through a party other than the Bank. (e) In performing its obligations under the Plan Agreement, Bank has complied with all applicable laws and regulations governing the relationship between creditor and debtor. (f) The information to be delivered to Fashion pursuant to this Agreement will contain the information as described herein with respect to the Account Debts and the Accounts which the Bank customarily retains in the ordinary course of its business for the purpose of billing and collecting such Account Debts and servicing the Accounts of Charge Customers. (g) The Bank's files contain a signed credit card application for each Account except with respect to: (i) Accounts opened under prior programs acquired by Bank for which no signed application was received by the Bank and (ii) all "Quick Credit" Applications made by applicants pursuant to Section 2.2b of the Plan Agreement. (h) The Account Debts represent transactions reported to the Bank by Fashion or its affiliated corporations plus interest and fees billed to Charge Customers according to the terms of the Accounts. To the extent that such transactions reflect valid sales, the Account Debts are valid and enforceable obligations of such Charge Customers. Provided, however, that notwithstanding the representations and warranties contained in paragraphs (b), (c), (d) (e) and (h) of this Section 7.01, the Bank expressly makes no representation or warranty with respect to: (i) any Accounts or Account Debts for the period of time prior to the acquisition of such Accounts by Bank that were originally owned by Fashion or an affiliate and or subsidiary of Fashion (all of which shall be collectively referred to as "Affiliate") or a processor of Fashion and subsequently transferred to Bank; (ii) any Accounts or Account -12- 13 Debts to the extent that any action or inaction by Fashion, an Affiliate, or any Contractor adversely affects the enforceability, validity and/or collectibility of the Accounts and/or the Account Debts thereunder; (iii) any Accounts or Account Debts to the extent that the Bank not having received a completed or signed application for a Charge Customer in either of the situations described in Section 7.001(g) adversely affects the enforceability, validity and/or collectibility of the Accounts and/or the Account Debts; (iv) any Accounts on which credit cards have been issued where there has been a violation of law or an act or omission in contravention of the Plan Agreement by Fashion and/or an Affiliate; (v) how the fact that Fashion is not a national bank located in Ohio may affect the ability of the manner in which Fashion, an Affiliate or any Contractor may operate and collect the Accounts, Accounts Debts, and consumer credit agreements as open-end accounts following transfer pursuant to this Agreement; and (vi) the compliance of the Credit Agreement, Credit Cards, Charge Plan, and the annual percentage rate and fees charged thereunder with the requirements of Title A, Section 8-303(7) of Maine law. The representations and warranties set forth in this Section 7.01 shall survive the expiration or termination of this Agreement and the Plan Agreement. Section 7.02 Representations and Warranties of Fashion. Fashion represents and warrants to Bank as follows: The making and performance of this Agreement by Fashion have been duly authorized by all necessary corporate action and will not, (i) violate or conflict with any provision of any law, rule, regulation, order, writ, judgment, decree, determination or award presently in effect which is applicable to Fashion or any provision of its charter, or bylaws; (ii) result in a breach or constitute a default under any material indenture or loan or credit agreement or any other material written agreement or instrument to which Fashion is a party or by which Fashion is bound or affected, which breach or default would have a material adverse effect on Fashion's ability to perform its obligations under this Agreement; or (iii) require the approval of or any exemption from any court, governmental body or regulatory authority (Federal, state or local). The representations and warranties set forth in this Section 7.02 shall survive the expiration or termination of this Agreement and the Plan Agreement. ARTICLE VIII COVENANT OF BANK Section 8.01 Use of Information. The Bank agrees that it will keep, preserve and maintain the confidentiality of all nonpublic information about and knowledge of the Charge Customers and the policies, plans and operations of Fashion with respect to Fashion's Charge Plan and business, generally. -13- 14 Section 8.02 Preservation of Policies, Practices and Procedures. Fashion performed a review of the Bank's aging, adjustment and collection policies, practices and procedures (Bank's Procedures) with respect to the Accounts effective September 17, 1993 (the "Audit Date") and concluded that the Bank's Procedures are consistent with the Bank's Procedures in the past and with Fashion's expectations. In reliance on Fashion's conclusions, Bank agrees to administer and operate the Accounts through the Preliminary Settlement Date in accordance with Bank's Procedures in effect on the Audit Date. Notwithstanding the foregoing, the audit of Accounts and Account records relating to the Accounts to be transferred to Fashion commencing September 27, 1993 shall occur. ARTICLE IX COVENANT OF FASHION Section 9.01 Use of Information. Fashion agrees that it will keep, preserve and maintain the confidentiality of all nonpublic information about and knowledge of Charge Customers and the policies, plans and operations of the Bank with respect to the Bank's Charge Plan and the Bank's business in general. ARTICLE X Section 10.01 Indemnification. Each party shall indemnify and hold harmless the other party and their respective present, future and former officers, directors, employees, agents, successors and assigns from and against any and all loss (including, without limit, lost profits), liability, claim, damage and expense (including, without limit, attorney fees and expenses) arising out of or resulting from or in connection with any breach of this Agreement by the indemnifying party or any misrepresentation made by the indemnifying party in this Agreement or in any agreement, document, instrument or exhibit delivered by the indemnifying party in connection herewith. ARTICLE XI MISCELLANEOUS Section 11.01 Entire Agreement. This Agreement, together with Annex I, Annex II and Annex III, constitutes the entire Agreement and supersede all prior agreements and understandings, whether oral or written, (between Bank and Fashion) with respect to the subject matter hereof. Section 11.02 Amendment. This Agreement can be modified only by a written instrument signed by the Bank and Fashion referring specifically to this Agreement and the parties' intent to amend it. -14- 15 Section 11.03 Successors and Assigns. Neither Bank nor Fashion shall assign this Agreement except with the prior written consent of the other party, which consent shall not unreasonably be withheld. Bank consents to the assignment of all of Fashion's rights and obligations under this Agreement to Spirit of America National Bank. This Agreement and all obligations and rights arising hereunder shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees and assigns. Section 11.04 Governing Law. This Agreement shall be a contract made under and governed by the internal laws of the State of Ohio. Section 11.05 Approvals. When approvals or consents are required in context under this Agreement, such approvals or consents shall not be unreasonably withheld, unless the text provides that such approvals or consents shall be in the discretion of the party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective duly authorized officers or representatives as of the date first above written. FASHION SERVICE CORP. By: ------------------------------ Its: ------------------------------ NATIONAL CITY BANK, COLUMBUS By: ------------------------------ Its: ------------------------------ -15- 16 ANNEX I CALCULATION OF THE ADJUSTED WEIGHTED PRICING PERCENTAGE AND EXAMPLE OF PURCHASE PRICE CALCULATION [ 17 ] 18 ANNEX II METHODOLOGY TO CALCULATE THE PRELIMINARY SETTLEMENT DATE FINANCE CHARGE PAYMENT DUE BANK 1. Bank will calculate an amount representing an estimate of the Bank's portion of accrued unbilled finance charges from the last statement cycle date up through the Record Date ("Estimated Unbilled Finance Charges") with respect to the Accounts to be transferred to Fashion on the Preliminary Settlement Date. 2. The Estimated Unbilled Finance Charges calculated by Bank shall be for each Account transferred the product of a. the average daily balance of each Account as of the Record Date, b. the Annual Percentage Rate ("APR") as of the Accounts last statement cycle date expressed as a daily rate, and c. the number of days between the last statement cycle date through and including the Record Date. 3. Bank will provide to Fashion at the Preliminary Settlement Date a computer tape and report for all Accounts being transferred. Such computer tape and report shall have the Account data sorted and identified by the last statement cycle of the Bank prior to the Record Date. The computer tape shall include for each Account: Bank's Account Number The APR, expressed as a daily rate x number of days from last statement cycle date through and including the Record Date The average daily balance of each Account as of the Record Date for each Account transferred The amount to avoid finance charges as calculated by the Bank based on the last statement immediately prior to the Record Date The calculated Estimated Unbilled Finance Charges 4. Bank shall calculate the "Preliminary Settlement Date Finance Charge Payment" using the following formula: Preliminary = Estimated X Adjusted + Interest Settlement Unbilled Weighted Date Finance Pricing Finance Charges Percentage Charge Payment The following is a hypothetical example showing the calculation of the Preliminary Settlement Date Finance Charge Payment, assuming payment will be made by 12:00 Noon on the Preliminary Settlement Date: Applicable Interest Rate 4% Estimated Unbilled Finance Charge: $470,000.00 Adjusted Weighted Pricing Percentage: 93.01% Record Date: 10/3/93 Preliminary Settlement Date: 10/6/93 Number of Days Between Record Date and Preliminary Settlement Date: 2 Preliminary = $470,000 X .9301 + Interest Settlement Date Finance Charge Payment = $437,147.00 + (437,147.00 X 2 X 4%) - 365 = $437,147.00 + $95.81 = $437,242.81
5. Fashion shall pay Bank the Preliminary Settlement Date Finance Charge Payment on the Preliminary Settlement Date as required by Section 2.02. 19 ANNEX III METHODOLOGY TO CALCULATE UNBILLABLE FINANCE CHARGE REBATE PAYMENT DUE FASHION 1. On or before the Final Settlement Date, Fashion will provide to Bank a computer tape which will include the following data for each transferred Account where the payments made between the Record Date and the first statement cycle date after the transfer, equal or exceed the amount to be paid to avoid finance charges as calculated by the Bank and provided to Fashion at the Preliminary Settlement Date: Bank's Account Number Total Payments, Credits, or Adjustments received since the last statement date immediately prior to the Record Date through the first statement cycle date immediately after the Record Date Total Amount of Estimated Unbilled Finance Charges to be rebated ("Unbillable Finance Charges") subject to paragraph 2 below Total Amount to be paid to avoid finance charges Date of last payment received New Cycle Date Fashion will provide a summary report to the Bank of the above information which will summarize the data contained in the computer tape. 2. On the Final Settlement Date, and based on the information contained in the report described in 1 above, Bank shall pay to Fashion an amount (the "Unbillable Finance Charge Rebate Payment") as specified in Section 2.02 of the Agreement and as computed in accordance with the methodology used in the following hypothetical example of the calculation of Unbillable Finance Charge Rebate Payment due Fashion: Record Date: 10/3/93 Final Settlement Date: 11/2/93 Number of Days from the Record Date up to the Final Settlement Date, Assuming such payment will be made by 12 Noon to Fashion on the Final Settlement Date: 29 Applicable Interest Rate: 4% Adjusted Weighted Pricing Percentage: 93.01% Unbillable Finance Charges (obtained from the Fashion Report): $190,000 Unbillable Finance Charge Rebate Payment, where: Unbillable = Unbillable X Adjusted + Interest Finance Finance Weighted Charge Charges Pricing Rebate Percentage Payment
3. Bank shall pay Fashion amount calculated above on the Final Settlement Date as specified in Section 2.02 of the Agreement. Unbilled = $190,000 X .9301 + Interest Finance = $176,719 + ($176,719) X (29/365) X 4%) Charge = $176,719 + ($561.63) Rebate = $177,280.63 Payment
EX-10.2 7 EXHIBIT 10.2.10 EMPLYESS STOCK INCENTVE PLAN 1 CHARMING SHOPPES, INC. 1993 EMPLOYEES' STOCK INCENTIVE PLAN 1. PURPOSE The purpose of this 1993 Employees' Stock Incentive Plan is to assist Charming Shoppes, Inc. (the "Company") and its Subsidiaries and Affiliates in attracting, retaining, and rewarding employees, enabling such employees to acquire or increase a proprietary interest in the Company in order to promote a closer identity of interests between such employees and the Company's shareholders, and providing to such employees an increased incentive to expend their maximum efforts for the success of the Company's business. 2. DEFINITIONS For purposes of the Plan, the following terms shall be defined as set forth below: (a) "Affiliate" means any entity other than the Company and its Subsidiaries that is designated by the Board as a participating employer under the Plan, provided that the Company directly or indirectly owns at least 20% of the combined voting power of all classes of stock of such entity or at least 20% of the ownership interests in such entity. (b) "Award" means any Option, SAR (including a Limited SAR), Restricted Stock, Deferred Stock, Stock granted as a bonus or in lieu of other awards, Dividend Equivalent, or Other Stock-Based Award, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan. (c) "Award Agreement" means any written agreement, contract, or other instrument or document evidencing an Award. (d) "Beneficiary" shall mean any person or trust which has been designated by a Participant in his or her most recent written beneficiary designation filed with the Committee to receive the benefits specified under this Plan upon such Participant's death or, if there is no designated Beneficiary or surviving designated Beneficiary, then any person or trust entitled by will or the laws of descent and distribution to receive such benefits. (e) "Board" means the Board of Directors of the Company. (f) "Code" means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code shall be deemed to include successor provisions thereto and regulations thereunder. (g) "Committee" means the Stock Option Committee of the Board, or such other Board committee as may be designated by the Board to administer the Plan; provided, however, that the Committee shall at all times consist of two or more directors, each of whom is a "disinterested person" within the meaning of Rule 16b-3 under the Exchange Act. (h) "Company" means Charming Shoppes, Inc., a corporation organized under the laws of the Commonwealth of Pennsylvania, or any successor corporation. (i) "Deferred Stock" means a right, granted to a Participant under Section 6(e), to receive Stock at the end of a specified deferral period. (j) "Dividend Equivalent" means a right, granted to a Participant under Section 6(g), to receive cash, Stock, other Awards, or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award, and may be paid currently or on a deferred basis. (k) "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time. References to any provision of the Exchange Act shall be deemed to include successor provisions thereto and regulations thereunder. 1 2 (l) "Fair Market Value" means, with respect to Stock, Awards, or other property, the fair market value of such Stock, Awards, or other property determined by such methods or procedures as shall be established from time to time by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of Stock as of any given date shall mean the closing sale price of Stock reported on the NASDAQ National Market System (or, if Stock is then principally traded on a national securities exchange, in the table reporting "composite transactions" for such exchange) in the Wall Street Journal for such date, or, if no shares of Stock were traded on that date, on the next preceding day on which there was such a trade. (m) "ISO" means any Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code. (n) "Limited SAR" means a SAR exercisable only for cash upon a change in control or other event, as specified by the Committee. (o) "Option" means a right, granted to a Participant under Section 6(b), to purchase Stock, other Awards, or other property at a specified price during specified time periods. An Option may be either an ISO or a nonstatutory Option (an Option not intended to be an ISO). (p) "Other Stock-Based Award" means a right, granted to a Participant under Section 6(h), that relates to or is valued by reference to Stock, other Awards relating to Stock, or other property. (q) "Participant" means a person who, as an employee of the Company, a Subsidiary, or an Affiliate, has been granted an Award under the Plan. (r) "Plan" means this 1993 Employees' Stock Incentive Plan. (s) "Restricted Stock" means an award of shares of Stock to a Participant under Section 6(d) that may be subject to certain restrictions and to a risk of forfeiture. (t) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act. (u) "Stock" means the Common Capital Stock, without par value, of the Company and such other securities as may be substituted for Stock or such other securities pursuant to Section 4. (v) "SAR" or "Stock Appreciation Right" means the right, granted to a Participant under Section 6(c), to be paid an amount measured by the appreciation in the Fair Market Value of Stock from the date of grant to the date of exercise of the right, with payment to be made in cash, Stock, or other Awards as specified in the Award or determined by the Committee. (w) "Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. 3. ADMINISTRATION (a) Authority of the Committee. The Plan shall be administered by the Committee. The Committee shall have full and final authority to take the following actions, in each case subject to and consistent with the provisions of the Plan: (i) to select Participants to whom Awards may be granted; (ii) to designate Affiliates; 2 3 (iii) to determine the type or types of Awards to be granted to each Participant, and denominate such Award (for example, Deferred Stock or Other Stock-Based Awards subject to performance conditions may be denominated "performance shares" or "performance units" if deemed appropriate by the Committee); (iv) to determine the number of Awards to be granted, the number of shares of Stock to which an Award will relate, the terms and conditions of any Award granted under the Plan (including, but not limited to, any exercise price, grant price, or purchase price, any restriction or condition, any schedule for lapse of restrictions or conditions relating to transferability or forfeiture, exercisability, or settlement of an Award, and waivers or accelerations thereof, and waivers of or modifications to performance conditions relating to an Award, based in each case on such considerations as the Committee shall determine), and all other matters to be determined in connection with an Award; (v) to determine whether, to what extent, and under what circumstances an Award may be settled, or the exercise price of an Award may be paid, in cash, Stock, other Awards, or other property, or an Award may be cancelled, forfeited, or surrendered; (vi) to determine whether, to what extent, and under what circumstances cash, Stock, other Awards, or other property payable with respect to an Award will be deferred either automatically, at the election of the Committee, or at the election of the Participant; (vii) to prescribe the form of each Award Agreement, which need not be identical for each Participant; (viii) to adopt, amend, suspend, waive, and rescind such rules and regulations and appoint such agents as the Committee may deem necessary or advisable to administer the Plan; (ix) to correct any defect or supply any omission or reconcile any inconsistency in the Plan and to construe and interpret the Plan and any Award, rules and regulations, Award Agreement, or other instrument hereunder; and (x) to make all other decisions and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan. (b) Manner of Exercise of Committee Authority. Unless authority is specifically reserved to the Board under the terms of the Plan, the Company's Articles of Incorporation or By-laws, or applicable law, the Committee shall have sole discretion in exercising authority under the Plan. Any action of the Committee with respect to the Plan shall be final, conclusive, and binding on all persons, including the Company, Subsidiaries, Affiliates, Participants, any person claiming any rights under the Plan from or through any Participant, and shareholders. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. A memorandum signed by all members of the Committee shall constitute the act of the Committee without the necessity, in such event, to hold a meeting. The Committee may delegate to officers or managers of the Company or any Subsidiary or Affiliate the authority, subject to such terms as the Committee shall determine, to perform administrative functions and, with respect to Participants not subject to Section 16 of the Exchange Act, to perform such other functions as the Committee may determine, to the extent permitted under Rule 16b-3 and applicable law. (c) Limitation of Liability. Each member of the Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him by any officer or other employee of the Company or any Subsidiary or Affiliate, the Company's independent certified public accountants, or any executive compensation consultant, legal counsel, or other professional retained by the Company to assist in the administration of the Plan. No member of the Committee, nor any officer or employee of the Company acting on behalf of the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Committee and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action, determination, or interpretation. 3 4 4. STOCK SUBJECT TO PLAN (a) Subject to adjustment as hereinafter provided, the total number of shares of Stock reserved and available for issuance in connection with Awards under the Plan shall be 9,000,000, plus (i) 9.0% of the number of shares issued after the effective date of the Plan (other than any issuance in connection with Awards under the Plan or any other compensatory plan of the Company not qualifying as a broad-based plan under Rule 16b- 3(b)(3)(ii)) if and to the extent that, following such issuance, the number of outstanding shares exceeds 102,512,511 shares (except any shares added as a result of this clause (i) shall not be available for grants of ISOs or SARs in tandem with ISOs), and (ii) the number of shares that have been authorized and reserved for awards under the Company's 1990 Employees' Stock Incentive Plan (the "1990 Plan") but which have not been and will not be issued under the 1990 Plan. No Award may be granted if the number of shares to which such Award relates, when added to the number of shares previously issued under the Plan and the number of shares to which other then-outstanding Awards relate, exceeds the number of shares reserved under the preceding sentence. If any shares subject to an Award are forfeited or such Award is settled in cash or otherwise terminates without a distribution of shares to the Participant, any shares counted against the number of shares reserved and available under the Plan with respect to such Award shall, to the extent of any such forfeiture, settlement, or termination, again be available for Awards under the Plan; provided, however, that the Committee may adopt procedures for the counting of shares relating to any Award to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards), and provide for adjustments in any case in which the number of shares actually distributed differs from the number of shares previously counted in connection with such Award; and provided further, that, if any such shares could not again be available for Awards to a Participant who is subject to Section 16 of the Exchange Act under applicable share counting requirements of Rule 16b-3, such shares shall be available exclusively for Awards to Participants who are not subject to Section 16. (b) Any shares of Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued shares or treasury shares. (c) In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Stock, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of shares of Stock which may thereafter be issued in connection with Awards, (ii) the number and kind of shares of Stock issued or issuable in respect of outstanding Awards, and (iii) the exercise price, grant price, or purchase price relating to any Award or, if deemed appropriate, make provision for a cash payment with respect to any outstanding Award; provided, however, in each case, that, with respect to ISOs, no such adjustment shall be authorized to the extent that such authority would cause the Plan to violate Section 422(b)(1) of the Code. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Company or any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or Affiliate, or in response to changes in applicable laws, regulations, or accounting principles. 5. ELIGIBILITY Employees of the Company and its Subsidiaries and Affiliates, including any director or officer who is also such an employee, are eligible to be granted Awards under the Plan. The foregoing notwithstanding, directors of the Company who are not employees and members of the Committee shall not be eligible to be granted Awards under the Plan. 4 5 6. SPECIFIC TERMS OF AWARDS (a) General. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 8(e)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of termination of employment by the Participant; provided, however, that the Committee shall retain full power to accelerate or waive any such additional term or condition it may have previously imposed. Except as provided in Sections 6(f), 6(h), 7(a), or 7(b), only services may be required as consideration for the grant (but not the exercise) of any Award. (b) Options. The Committee is authorized to grant Options to Participants (including "reload" options automatically granted to offset specified exercises of options) on the following terms and conditions: (i) Exercise Price. The exercise price per share of Stock purchasable under an Option shall be determined by the Committee; provided, however, that, in the case of an ISO granted at any time (unless otherwise permitted under Section 7(a)), such exercise price shall be not less than the Fair Market Value of a share on the date of grant of such Option. (ii) Time and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, the methods by which such exercise price may be paid or deemed to be paid, the form of such payment, including, without limitation, cash, Stock, other Awards or awards issued under other Company plans, or other property (including notes or other contractual obligations of Participants to make payment on a deferred basis, such as through "cashless exercise" arrangements, to the extent permitted by applicable law), and the methods by which Stock will be delivered or deemed to be delivered to Participants. (iii) ISOs. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, including but not limited to the requirement that no ISO shall be granted more than ten years after the effective date of the Plan. Unless then permitted under Section 422(b) of the Code, no ISO shall be granted to an employee of an Affiliate. Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to ISOs shall be interpreted, amended, or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or any ISO under Section 422 of the Code. (c) Stock Appreciation Rights. The Committee is authorized to grant SARs to Participants on the following terms and conditions: (i) Right to Payment. A SAR shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise (or, if the Committee shall so determine in the case of any such right other than one related to an ISO, the Fair Market Value of one share at any time during a specified period before or after the date of exercise, or the Fair Market Value determined by reference to amounts paid or payable in connection with a change in control of the Company, as specified by the Committee), over (B) the grant price of the SAR as determined by the Committee as of the date of grant of the SAR, which, except as provided in Section 7(a), shall be not less than the Fair Market Value of one share of Stock on the date of grant. (ii) Other Terms. The Committee shall determine the time or times at which a SAR may be exercised in whole or in part, the method of exercise, method of settlement, form of consideration payable in settlement, method by which Stock will be delivered or deemed to be delivered to Participants, whether or not a SAR shall be in tandem with any other Award, and any other terms and conditions of any SAR. Limited SARs that may only be exercised in connection with a change in control or other event as specified by the Committee may be granted on such terms, not inconsistent with this Section 6(c), as the Committee may determine. Limited SARs may be either freestanding or in tandem with other Awards. 5 6 (d) Restricted Stock. The Committee is authorized to grant Restricted Stock to Participants on the following terms and conditions: (i) Issuance and Restrictions. Restricted Stock shall be subject to such restrictions on transferability and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, or otherwise, as the Committee may determine. Except to the extent restricted under the terms of the Plan and any Award Agreement relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a shareholder including, without limitation, the right to vote Restricted Stock or the right to receive dividends thereon. (ii) Forfeiture. Except as otherwise determined by the Committee, upon termination of employment during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by the Company; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock. (iii) Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, such certificates shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, the Company shall retain physical possession of the certificate, and the Participant shall have delivered a stock power to the Company, endorsed in blank, relating to the Restricted Stock. (iv) Dividends. Dividends paid on Restricted Stock shall be either paid at the dividend payment date in cash or in shares of unrestricted Stock having a Fair Market Value equal to the amount of such dividends, or the payment of such dividends shall be deferred and/or the amount or value thereof automatically reinvested in additional Restricted Stock, other Awards, or other investment vehicles, as the Committee shall determine or permit the Participant to elect. Unless otherwise determined by the Committee, Stock distributed in connection with a Stock split or Stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed. (e) Deferred Stock. The Committee is authorized to grant Deferred Stock to Participants, subject to the following terms and conditions: (i) Award and Restrictions. Delivery of Stock will occur upon expiration of the deferral period specified for an Award of Deferred Stock by the Committee (or, if permitted by the Committee, as elected by the Participant). In addition, Deferred Stock shall be subject to such restrictions as the Committee may impose, if any, which restrictions may lapse at the expiration of the deferral period or at earlier specified times, separately or in combination, in installments, or otherwise, as the Committee may determine. (ii) Forfeiture. Except as otherwise determined by the Committee, upon termination of employment (as determined under criteria established by the Committee) during the applicable deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award Agreement evidencing the Deferred Stock), all Deferred Stock that is at that time subject to deferral (other than a deferral at the election of the Participant) shall be forfeited; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Deferred Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Deferred Stock. 6 7 (f) Bonus Stock and Awards in Lieu of Cash Obligations. The Committee is authorized to grant Stock as a bonus, or to grant Stock or other Awards in lieu of Company obligations to pay cash or deliver other property under other plans or compensatory arrangements, provided that, in the case of Participants subject to Section 16 of the Exchange Act, such cash amounts are determined under such other plans in a manner that complies with applicable requirements of Rule 16b-3 so that the acquisition of Stock or Awards hereunder shall be exempt from Section 16(b) liability. Stock or Awards granted hereunder shall be subject to such other terms as shall be determined by the Committee. (g) Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to Participants. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Stock, Awards, or other investment vehicles as the Committee may specify. (h) Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference to the book value of Stock or the value of securities of or the performance of specified Subsidiaries or Affiliates. The Committee shall determine the terms and conditions of such Awards. Stock delivered pursuant to an Award in the nature of a purchase right granted under this Section 6(h) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Stock, other Awards, or other property, as the Committee shall determine. Cash awards, as an element of or supplement to any other Award under the Plan, shall also be authorized pursuant to this Section 6(h). 7. CERTAIN PROVISIONS APPLICABLE TO AWARDS (a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for, any other Award granted under the Plan or any award granted under any other plan of the Company, any Subsidiary or Affiliate, or any business entity to be acquired by the Company or a Subsidiary or Affiliate, or any other right of a Participant to receive payment from the Company or any Subsidiary or Affiliate. If an Award is granted in substitution for another Award or award, the Committee shall require the surrender of such other Award or award in consideration for the grant of the new Award. Awards granted in addition to or in tandem with other Awards or awards may be granted either as of the same time as or a different time from the grant of such other Awards or awards. The per share exercise price of any Option, grant price of any SAR, or purchase price of any other Award conferring a right to purchase Stock: (i) Granted in substitution for an outstanding Award or award shall be not less than the lesser of the Fair Market Value of a share of Stock at the date such substitute Award is granted or such Fair Market Value at that date reduced to reflect the Fair Market Value at that date of the Award or award required to be surrendered by the Participant as a condition to receipt of the substitute Award; or (ii) Retroactively granted in tandem with an outstanding Award or award shall be not less than the lesser of the Fair Market Value of a share of Stock at the date of grant of the later Award or at the date of grant of the earlier Award or award. (b) Exchange and Buy Out Provisions. The Committee may at any time offer to exchange or buy out any previously granted Award for a payment in cash, Stock, other Awards (subject to Section 7(a)), or other property based on such terms and conditions as the Committee shall determine and communicate to the Participant at the time that such offer is made. (c) Term of Awards. The term of each Award shall be for such period as may be determined by the Committee; provided, however, that in no event shall the term of any ISO or any SAR granted in tandem therewith exceed a period of ten years from the date of its grant (or such shorter period as may be applicable under Section 422 of the Code). 7 8 (d) Form of Payment Under Awards. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or a Subsidiary or Affiliate upon the grant or exercise of an Award may be made in such forms as the Committee shall determine, including, without limitation, cash, Stock, other Awards, or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. Such payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents in respect of installment or deferred payments denominated in Stock. (e) Rule 16b-3 Compliance. (i) Six-Month Holding Period. Unless a Participant could otherwise transfer an equity security, derivative security, or Shares issued upon exercise of a derivative security granted under the Plan without incurring liability under Section 16(b) of the Exchange Act, (i) an equity security issued under the Plan, other than an equity security issued pursuant to the exercise of a derivative security granted under the Plan, shall be held for at least six months from the date of acquisition, and (ii) at least six months shall elapse from the date of acquisition of a derivative security to the date of disposition of the derivative security (other than upon exercise or conversion) or disposition of any underlying equity security issued pursuant to the exercise or conversion of such derivative security. (ii) Nontransferability. Awards which constitute derivative securities (including any Option, SAR, Limited SAR, or similar right), and any right that comes within the general definition of "derivative security" of Rule 16a-1(c) under the Exchange Act, shall not be transferable by a Participant who is subject to Section 16 of the Exchange Act except by will or the laws of descent and distribution (except pursuant to a beneficiary designation authorized under Section 8(b)), and shall be exercisable during the lifetime of such a Participant only by such Participant or his guardian or legal representative. (iii) Other Rule 16b-3 Compliance Provisions. It is the intent of the Company that this Plan comply in all respects with applicable provisions of Rule 16b-3 or Rule 16a-1(c)(3) under the Exchange Act in connection with any grant of Awards to or other transaction by a Participant who is subject to Section 16 of the Exchange Act (except for transactions exempted under alternative Exchange Act Rules or acknowledged in writing to be non-exempt by such Participant). Accordingly, if any provision of this Plan or any Award Agreement does not comply with the requirements of Rule 16b-3 or Rule 16a-1(c)(3) as then applicable to any such transaction, such provision will be construed or deemed amended to the extent necessary to conform to the applicable requirements of Rule 16b-3 or Rule 16a-1(c)(3) so that such Participant shall avoid liability under Section 16(b). In addition, the per share exercise price of any Option, grant price of any SAR, or purchase price of any other Award conferring a right to purchase Stock shall be not less than 50% of the Fair Market Value of Stock at the date of grant of the later Award, if such pricing limitation is required in order to comply with Rule 16b-3 at the time of grant of such Award. (f) Loan Provisions. With the consent of the Committee, and subject at all times to, and only to the extent, if any, and in accordance with, laws and regulations and other binding obligations or provisions applicable to the Company, the Company may make, guarantee, or arrange for a loan or loans to a Participant with respect to the exercise of any Option or other payment in connection with any Award, including the payment by a Participant of any or all federal, state, or local income or other taxes due in connection with any Award. Subject to such limitations, the Committee shall have full authority to decide whether to make a loan or loans hereunder and to determine the amount, terms, and provisions of any such loan or loans, including the interest rate to be charged in respect of any such loan or loans, whether the loan or loans are to be with or without recourse against the borrower, the terms on which the loan is to be repaid and conditions, if any, under which the loan or loans may be forgiven. (g) 1990 Plan. Upon effectiveness of the Plan, no further grants of options or other awards will be made under the 1990 Plan, provided, however, that the authority to grant further options and awards under the 1990 Plan shall be reinstated if shareholders do not approve the Plan in accordance with Section 8(k). 8 9 8. GENERAL PROVISIONS (a) Compliance With Legal and Other Requirements. The Plan, the granting and exercising of Awards thereunder, and the other obligations of the Company under the Plan and any Award Agreement, shall be subject to all applicable federal and state laws, rules, and regulations, and to such approvals by any regulatory or governmental agency as may be required. The Company may, in its discretion, postpone the issuance or delivery of Stock under any Award until completion of such registration or qualification of such Stock or other required action under any federal or state law, rule, or regulation, listing or other required action with respect to any automated quotation system or stock exchange upon which the Stock or other Company securities are designated or listed, or compliance with any other contractual obligation of the Company, as the Company may consider appropriate, and may require any Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Stock in compliance with applicable laws, rules, and regulations, designation or listing requirements, or other contractual obligations. (b) Limits on Encumbering Awards; Beneficiaries. In addition to the restrictions on transferability set forth in Section 7(e)(ii), no right or interest of a Participant in any Award shall be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Subsidiary or Affiliate, or shall be subject to any lien, obligation, or liability of such Participant to any party other than the Company or a Subsidiary or Affiliate. Unless otherwise determined by the Committee (subject to the requirements of Section 7(e)(ii)), no Award subject to any restriction shall be assignable or transferable by a Participant otherwise than by will or the laws of descent and distribution except to the Company under the terms of the Plan; provided, however, that a Participant may, in the manner established by the Committee, designate a Beneficiary to exercise the rights of the Participant, and to receive any distribution, with respect to any Award, upon the death of the Participant. A Beneficiary, guardian, legal representative, or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award Agreement applicable to such Participant, except to the extent the Plan and such Award Agreement or agreement otherwise provide with respect to such persons, and to any additional restrictions deemed necessary or appropriate by the Committee. (c) No Right to Continued Employment. Neither the Plan nor any action taken hereunder shall be construed as giving any employee the right to be retained in the employ of the Company or any of its Subsidiaries or Affiliates, nor shall it interfere in any way with the right of the Company or any of its Subsidiaries to terminate any employee's employment at any time. (d) Taxes. The Company or any Subsidiary or Affiliate is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Stock, or any payroll or other payment to a Participant, amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant's tax obligations. (e) Changes to the Plan and Awards. The Board may amend, alter, suspend, discontinue, or terminate the Plan or the Committee's authority to grant Awards under the Plan without the consent of shareholders or Participants, except that any such amendment, alteration, suspension, discontinuation, or termination shall be subject to the approval of the Company's shareholders within one year after such Board action if such shareholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to shareholders for approval; provided, however, that, without the consent of an affected Participant, no amendment, alteration, suspension, discontinuation, or termination of the Plan may materially and adversely affect the rights of such Participant under any Award theretofore granted to him. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue, or terminate, any Award theretofore granted and any Award Agreement relating thereto; provided, however, that, without the consent of an affected Participant, no such amendment, alteration, suspension, discontinuation, or termination of any Award may materially and adversely affect the rights of such Participant under such Award. The foregoing notwithstanding, any performance condition specified in connection with an Award shall not be deemed a fixed contractual term, but shall remain subject to adjustment by the Committee, in its discretion, at any time in view of the Committee's assessment of the Company's strategy, performance of comparable companies, and other circumstances. 9 10 (f) No Rights to Awards; No Shareholder Rights. No Participant or employee shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants and employees. No Award shall confer on any Participant any of the rights of a shareholder of the Company unless and until Stock is duly issued or transferred to the Participant in accordance with the terms of the Award. (g) Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant or obligation to issue Stock pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided, however, that the Committee may authorize the creation of trusts or make other arrangements to meet the Company's obligations under the Plan to deliver cash, Stock, other Awards, or other property pursuant to any Award, which trusts or other arrangements shall be consistent with the "unfunded" status of the Plan unless the Committee otherwise determines with the consent of each affected Participant. If and to the extent authorized by the Committee, the Company may deposit into such a trust Stock for delivery to the Participant in satisfaction of the Company's obligations under any Award. If so provided by the Committee, upon such a deposit of Stock or other assets for the benefit of a Participant, there shall be substituted for the rights of the Participant to receive delivery of Stock and other payments under this Agreement a right to receive the assets of the trust (to the extent that the deposited or other assets represented the full amount of the Company's obligation under the Award at the date of deposit). The trustee of the trust may be authorized to dispose of trust assets and reinvest the proceeds in alternative investments, subject to such terms and conditions as the Committee may specify and in accordance with applicable law. (h) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases. (i) No Fractional Shares. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated. (j) Governing Law. The validity, construction, and effect of the Plan, any rules and regulations relating to the Plan, and any Award Agreement shall be determined in accordance with the Pennsylvania Business Corporation Law, to the extent applicable, other laws (including those governing contracts) of the Commonwealth of Pennsylvania, without giving effect to principles of conflicts of laws, and applicable federal law. (k) Effective Date; Plan Termination. The Plan shall become effective as of April 1, 1993; provided, however, that, within one year after such date, the Plan shall have been approved by the affirmative votes of the holders of a majority of voting securities present in person or represented by proxy, and entitled to vote at a meeting of Company shareholders duly held in accordance with the Pennsylvania Business Corporation Law, or any adjournment thereof, or by the written consent of the holders of a majority of voting securities entitled to vote, in accordance with applicable provisions of the Pennsylvania Business Corporation Law. Any Awards granted under the Plan prior to such approval of shareholders shall be effective when granted (unless, with respect to any Award, the Committee specifies otherwise at the time of grant), but no such Award may be exercised or settled, no restrictions relating to any Award may lapse, no Stock (other than Restricted Stock) may be issued prior to such shareholder approval, and, if shareholders fail to approve the Plan as specified hereunder, any previously granted Award shall be forfeited and cancelled, and Participants shall repay to the Company any payments received pursuant to Dividend Equivalents or dividend payments on Restricted Stock. The Plan shall terminate at such time as no Stock remains available for issuance pursuant to Section 4 and the Company has no further obligations with respect to any Award granted under the Plan. Adopted by the Board of Directors: April 1, 1993 10 EX-10.2 8 EXHIBIT 10.2.11 STOCK INCENTIVE PLAN OPTION AGREE 1 CHARMING SHOPPES, INC. 1993 EMPLOYEES' STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT Agreement dated as of ------------------ between CHARMING SHOPPES, INC. (the "Company") and ------------------ (the "Employee"). It is agreed as follows: 1. GRANT OF OPTION; CONSIDERATION The Company hereby confirms the grant, under and pursuant to the Company's 1993 Employees' Stock Incentive Plan (the "Plan"), to the Employee on - --------------- of a nonqualified stock option to purchase up to *------------* shares of the Company's common stock, par value $.10 per share (the "Shares"), at an exercise price of $----------------- per share (the "Option"). The Option granted hereunder is not intended to constitute an incentive stock option within the meaning of Section 422 of the Code. The Employee shall be required to pay no consideration for the grant of the Option except for his agreement to provide services to the Company prior to exercise and other agreements set forth herein. 2. INCORPORATION OF PLAN BY REFERENCE The Option has been granted to the Employee under the Plan, a copy of which is attached hereto. All of the terms, conditions and other provisions of the Plan are hereby incorporated by reference into this Employee Stock Option Agreement (the "Agreement"). Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. 3. DATE WHEN EXERCISABLE (a) This Option may not be exercised unless and only to the extent that it has become exercisable as specified in this Agreement. Subject to acceleration as provided in this Section 3, and Sections 7 and 8 below, limitations on exercisability imposed in Section 8 below, and all other terms and conditions of this Agreement, this Option shall become exercisable as follows: The Employee may purchase up to one-fifth of the total number of shares granted hereunder commencing one (1) year after the date of grant of this Option, an additional one-fifth commencing two (2) years after the date of grant of this Option, an additional one-fifth commencing three (3) years after the date of grant of this Option, an additional one-fifth commencing four (4) years after the date of grant of this Option, and the remaining shares granted hereunder commencing five (5) years after the date of grant of this Option. Except as otherwise specifically provided herein, the Option to purchase any and all Shares covered by this Agreement shall expire at 5:00 p.m. on the date ten (10) years after the date of grant of this Option. (b) The number of Shares with respect to which the Option may be exercised shall be cumulative so that if, in any of the aforementioned periods, the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which this Option shall then be exercisable along with any other Shares as to which this Option may become exercisable in accordance with its terms. THE DATE OF GRANT OF THIS OPTION IS: GRANT NUMBER: 1 2 (c) The provisions contained in Section 3(a) above notwithstanding, the Committee may, in its sole discretion, at any time, upon written notice to the Employee, accelerate the vesting described in Section 3(a) so that the Option shall become immediately exercisable to the extent of all or any portion of the Shares covered hereunder. Acceleration pursuant to this Section 3(c) shall be separate and independent from any acceleration pursuant to Section 7 of this Agreement, and the provisions of Sections 3(d) and (e) shall not apply in the case of acceleration pursuant to Section 7 of this Agreement. (d) In the event that the acceleration described in Section 3(c) occurs prior to the time that all of the Options would have otherwise been exercisable in accordance with Section 3(a), in consideration of such acceleration, the Employee, if so requested by the Company at the time, agrees to hold and not dispose of that number of Shares covered by this Option for which this Option would not have been exercisable at the time of such acceleration, if such acceleration had not occurred, and further agrees to dispose of such Shares only at such time and to the extent of that number of Shares for which this Option would have been exercisable in accordance with the schedule set forth in Section 3(a) as if the acceleration had not occurred. In addition, if the Employee's employment with the Company or any of its subsidiaries shall be voluntarily terminated (other than for a temporary leave of absence approved by the Company or retirement at age 65 or older or through early retirement with the consent of the Company pursuant to any retirement plan of the Company or any subsidiary) prior to a Change of Control and prior to the expiration of five (5) years after the date of grant of this Option, the Employee shall be obligated, at the Company's option exercisable within 60 days after termination of the Employee's employment, to sell to the Company any Shares theretofore acquired by the Employee upon exercise of this Option at a price which is equal to the price that the Employee paid for such Shares, but only to the extent that the Option would not have been exercisable at the date of termination of employment in accordance with Section 3(a) were it not for the acceleration provided for herein. (e) The Employee acknowledges that the certificates representing those Shares received upon exercise of the Option at a time the Option would not otherwise have been exercisable but for an acceleration pursuant to Section 3(c) may bear an appropriate legend giving notice of the foregoing restrictions, including the restriction on transfer of the Shares. 4. METHOD OF EXERCISE The Option may be exercised as to any part of the Shares which may then be purchased by delivery to and receipt by the Secretary of the Company at 450 Winks Lane, Bensalem, Pennsylvania 19020, of a written notice, signed by the Employee, specifying the number of Shares which the Employee wishes to purchase, accompanied by payment in full of the exercise price therefor in accordance with Section 5. As soon as practicable after the receipt of such notice and payment, the Company shall deliver to the Employee a stock certificate for the Shares so purchased, with any requisite legend affixed. Subject to the provisions of the Plan, such exercise may include instructions to the Company to deliver Shares due upon exercise of the Option to any registered broker or dealer designated by the Committee (a "Designated Broker") in lieu of delivery to the Employee. Such instructions must designate the account into which the Shares are to be deposited. The Employee may tender this notice of exercise, which has been properly executed by the Employee, and the aforementioned delivery instructions to any Designated Broker together with irrevocable instructions to the Designated Broker to promptly deliver to the Company the cash amount of sale or loan proceeds from the Shares sufficient to pay the exercise price, and thereupon the Company may issue Shares and deliver them to such Designated Broker. 5. PAYMENT OF EXERCISE PRICE The exercise price of the Option shall be payable in cash or by certified or bank cashier's check, provided, however, that, in lieu of payment in full in cash or by such check, the exercise price may, with the approval of the Committee, upon written request of the Employee, be paid in full or in part by delivery and transfer to the Company of that number of shares of the Company's common stock otherwise owned by the Employee with an aggregate fair market value (determined in accordance with procedures for valuing shares as set forth in rules and regulations adopted by the Committee and in effect at the time the Employee's notice of exercise is received by the Company) equal to the aggregate exercise price of that number of Shares for which the Option is being exercised or such lesser portion of the aggregate purchase price as may be specified by the Employee (in which case the balance must be paid in cash or by certified or bank cashier's check). 2 3 6. TAX WITHHOLDING Whenever Shares are to be delivered upon exercise of the Option, the Company shall be entitled to require as a condition of delivery that the Employee remit or, in appropriate cases, agree to remit when due an amount sufficient to satisfy all federal, state and local withholding tax requirements relating thereto. Subject to the approval of the Committee, the Employee will be entitled to elect to have the Company withhold from the Shares to be delivered upon the exercise of the Option, or to elect to deliver to the Company from shares of the Company's common stock owned separately by the Employee, a sufficient number of such shares to satisfy the Employee's federal, state and local tax obligations relating to the Option exercise (and the Company's withholding obligations), to the extent, if any, permitted under rules and regulations adopted by the Committee and in effect at the time of the exercise of the Option. In such case, the Shares withheld or the shares surrendered will be valued at the fair market value determined in accordance with procedures for valuing shares as set forth in rules and regulations adopted by the Committee and otherwise in effect at the time of the exercise of the Option. 7. CHANGE OF CONTROL PROVISIONS (a) Acceleration of Exercisability. In the event of a Change of Control at a time that the Employee is employed by the Company or any of its subsidiaries, this Option shall become immediately and fully exercisable upon the occurrence of such Change of Control, and no restriction or limitation on the rights of the Employee set forth in Section 3 hereof shall have any further force or effect. (b) Definitions of Certain Terms. For purposes of this Agreement, the following definitions shall apply: (1) "Beneficial Owner," "Beneficially Owns," and "Beneficial Ownership" shall have the meanings ascribed to such terms for purposes of Section 13(d) of the Exchange Act and the rules thereunder, except that, for purposes of this Section 7, "Beneficial Ownership" (and the related terms) shall include Voting Securities that a Person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants, options or otherwise, regardless of whether any such right is exercisable within 60 days of the date as of which Beneficial Ownership is to be determined. (2) "Change of Control" means and shall be deemed to have occurred if (i) any Person, other than the Company or a Related Party, acquires directly or indirectly the Beneficial Ownership of any Voting Security of the Company and immediately after such acquisition such Person has, directly or indirectly, the Beneficial Ownership of Voting Securities representing 20 percent or more of the total voting power of all the then-outstanding Voting Securities; or (ii) those individuals who as of April 1, 1993 constitute the Board or who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors as of April 1, 1993 or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the members of the Board; or (iii) the shareholders of the Company approve a merger, consolidation, recapitalization or reorganization of the Company, a reverse stock split of outstanding Voting Securities, or an acquisition of securities or assets by the Company (a "Transaction"), or consummation of such a Transaction if shareholder approval is not obtained, other than a Transaction which would result in the holders of Voting Securities having at least 80 percent of the total voting power represented by the Voting Securities outstanding immediately prior thereto continuing to hold Voting Securities or voting securities of the surviving entity having at least 60 percent of the total voting power represented by the Voting Securities or the voting securities of such surviving entity outstanding immediately after such Transaction and in or as a result of which the voting rights of each Voting Security relative to the voting rights of all other Voting Securities are not altered; provided, however, a Change of Control shall not be deemed to have occurred if the Board of Directors shall have determined, by action taken prior to the approval of the Transaction by shareholders or 3 4 consummation of the Transaction if shareholder approval is not obtained, that such Transaction shall not constitute a Change of Control for purposes of all options then outstanding under the Plan, which determination, if made with respect to a Transaction, shall not be deemed to constitute a determination with respect to any subsequent Transaction; or (iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets other than any such transaction which would result in Related Parties owning or acquiring more than 50 percent of the assets owned by the Company immediately prior to the transaction. (3) "Person" shall have the meaning ascribed for purposes of Section 13(d) of the Exchange Act and the rules thereunder. (4) "Related Party" means (i) a majority-owned subsidiary of the Company; or (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any majority-owned subsidiary of the Company; or (iii) a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportion as their ownership of Voting Securities; or (iv) if, prior to any acquisition of a Voting Security which would result in any Person Beneficially Owning more than ten percent of any outstanding class of Voting Security and which would be required to be reported on a Schedule 13D or an amendment thereto, the Board approved the initial transaction giving rise to an increase in Beneficial Ownership in excess of ten percent and any subsequent transaction giving rise to any further increase in Beneficial Ownership; provided, however, that such Person has not, prior to obtaining Board approval of any such transaction, publicly announced an intention to take actions which, if consummated or successful (at a time such Person has not been deemed a "Related Party"), would constitute a Change of Control. (5) "Voting Securities" means any securities of the Company which carry the right to vote generally in the election of directors. 8. TERMINATION OF EMPLOYMENT (a) This Option shall terminate and no longer be exercisable at the earlier of the scheduled expiration time of the Option, as set forth in Section 3(a) above, or the earliest time specified below at or following a termination of employment of the Employee; provided, however, that in the event of termination of the employment of the Employee, this Option shall be exercisable during the period, if any, between the occurrence of such termination and the time designated for the termination of this Option only to the extent indicated below: (1) at the time of involuntary termination of the Employee's employment with the Company or any of its subsidiaries for reasons of moral turpitude, at which time this Option shall immediately terminate; provided, however, that, the provisions of Section 3(a) notwithstanding, this Option may not be exercised during any period prior to a Change of Control during which the Company, having given notice to the Employee, is investigating a claim that the Employee has engaged in one or more acts of moral turpitude; or (2) at the time of voluntary or involuntary termination of the Employee's employment with the Company or any of its subsidiaries for any reason at any time prior to the expiration of one year after the date of grant of this Option and prior to any Change of Control, other than by reason of the Employee's death or disability, at which time this Option shall immediately terminate; or (3) at the expiration of three months after the voluntary or, if for cause (other than for reasons of moral turpitude), the involuntary termination of the Employee's employment with the Company or any of its subsidiaries, in either case at any time (A) after the expiration of one year after the date of grant of this Option, except as may be otherwise provided in Section 8(a)(7) below, during which three-month period this Option shall be exercisable only to the extent that it was exercisable at the date of the Employee's termination of employment; or (B) after a Change of Control, except as may be otherwise provided in Section 8(a)(7) below, during which three-month period this Option shall be exercisable in full; or 4 5 (4) at the expiration of three months after the involuntary termination of the Employee's employment, other than for reasons of cause, moral turpitude, death or disability, with the Company or any of its subsidiaries at any time (A) after the expiration of one year after the date of grant of this Option except as may be otherwise provided in Section 8(a)(7) below, during which three-month period this Option shall be exercisable to purchase the greater of (i) a number of Shares determined pursuant to the Option Formula (as set forth in Section 8(e) below) and (ii) the number of Shares as to which this Option was exercisable at the date of the Employee's termination of employment; or (B) after a change of Control, except as may be otherwise provided in Section 8(a)(7) below, during which three-month period this Option shall be exercisable in full; or (5) at the expiration of three years after the date this Option is scheduled to become exercisable in full under Section 3 above if the Employee's termination results from his normal retirement at age 65 or thereafter ("Normal Retirement") or early retirement after reaching age 60 and prior to age 65 with the consent of the Company pursuant to any retirement plan ("Early Retirement"), or such longer or shorter period as may be provided in Section 8(a)(6) below, provided that (i) during the period betwen Normal Retirement or Early Retirement, as the case may be, and termination of the Option as specified in this Section 8(a)(5) (the "Exercisability Period") this Option shall continue to be exercisable by the Employee at such times and to the same extent that it would have been exercisable had the Employee continued his employment throughout the Exercisability Period, except as may be otherwise provided in Section 8(a)(6) below, and (ii) at the time of Normal Retirement or Early Retirement, as the case may be, the Employee enters into an agreement not to engage, directly or indirectly, in any business activity in competition with any business then engaged in by the Company or any of its subsidiaries during the Exercisability Period, and containing such other terms and conditions as may be specified by the Company; or (6) at the expiration of one year after the Employee's death if the Employee dies while employed by the Company or any of its subsidiaries or dies during the Exercisability Period specified in Section 8(a)(5) above, during which one-year period this Option shall be exercisable in full; or (7) at the expiration of one year after the Employee's death if the Employee dies during the three-month periods referred to in Sections 8(a)(3) or (4) above, during which one-year period this Option shall be exercisable to the same extent provided in Section 8(a)(3) or (4) above (whichever was applicable prior to the Employee's death); or (8) at the expiration of one year after the termination of the Employee's employment with the Company or any of its subsidiaries by reason of the Employee's permanent disability if the Employee becomes permanently disabled while employed by the Company or any of its subsidiaries, during which one-year period this Option shall be exercisable in full. (b) For purposes hereof, "cause" shall mean the Employee's chronic neglect, refusal or failure to fulfill his or her employment duties and responsibilities, other than for reasons of sickness, accident or other similar causes beyond the Employee's control. Such neglect, refusal or failure shall be determined in the sole and reasonable judgment of the Committee. (c) For purposes hereof, the existence of a "disability" shall be determined by, or in accordance with criteria and standards adopted by, the Committee. (d) For purposes hereof, "moral turpitude" shall mean the Employee's dishonesty or intentional wrongdoing committed against the Company, its agents or employees or otherwise in connection with his or her employment by the Company or conviction of a crime, whether or not in connection with employment, other than a traffic infraction or other minor violation. The Committee shall have the sole discretion to determine whether the Employee has committed an act of moral turpitude. (e) For purposes hereof, the "Option Formula" shall be the product of (i) the total number of Shares covered by this Option at the date of termination of employment times (ii) a fraction, the numerator of which shall be the lesser of five (5) or the number of full and partial years that the Employee has been employed by the Company or any of its subsidiaries between the date of grant of this Option and the date of termination of employment and the denominator of which shall be the number five (5). 5 6 (f) Except as provided in Section 9, an Employee shall not be deemed to have terminated his employment for purposes of this Section 8 if his employment terminates with the Company but thereafter continues with one of the Company's subsidiaries or terminates with a subsidiary but thereafter continues with the Company or another subsidiary. 9. CHANGE IN JOB STATUS Should the Employee's job classification change, and as a result of such change the Committee determines, in its sole discretion and prior to any Change of Control, that the Employee is no longer employed in a position which would enable him to contribute to the success of the Company on at least as great a level as that to which he was enabled by his prior job classification, then the Committee may deem the Employee's employment with the Company or its subsidiaries to have been terminated involuntarily (but not for cause or moral turpitude) in respect of all or a portion of this Option. 10. LIMITS ON TRANSFER OF OPTION; BENEFICIARIES No right or interest of a participant in this Option shall be pledged, encumbered or hypothecated to or in favor of any third party or shall be subject to any lien, obligation or liability of the Employee to any third party. This Option shall not be transferable to any third party by the Employee otherwise than by will or the laws of descent and distribution, and this Option shall be exercisable, during the lifetime of the Employee, only by the Employee; provided, however, that the Employee will be entitled to designate a beneficiary or beneficiaries to exercise his rights under this Option upon the death of Employee, in the manner and to the extent permitted by the Committee under rules and regulations adopted by the Committee under the Plan. 11. INVESTMENT REPRESENTATION Unless, at the time of any exercise of this Option, the issuance and delivery of Shares hereunder to the Employee is registered under a then-effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), and complies with all applicable registration requirements under state securities laws, the Employee shall provide to the Company, as a condition to the valid exercise of this Option and the delivery of any certificates representing Shares, appropriate evidence, satisfactory in form and substance to the Company, that he is acquiring the Shares for investment and not with a view to the distribution of the Shares or any interest in the Shares, and a representation to the effect that the Employee shall make no sale or other disposition of the Shares unless (i) the Company shall have received an opinion of counsel satisfactory to it in form and substance that such sale or other disposition may be made without registration under the then-applicable provisions of the Securities Act, the related rules and regulations of the Securities and Exchange Commission, and applicable state securities laws and regulations, or (ii) the sale or other disposition of the Shares shall be registered under a currently effective registration statement under the Securities Act of 1933 and complies with all applicable registration requirements under state securities laws. The certificates representing the Shares may bear an appropriate legend giving notice of the foregoing restriction on transfer of the Shares, and any other restrictive legend deemed necessary or appropriate by the Committee. 12. EMPLOYEE BOUND BY PLAN The Employee hereby acknowledges receipt of the attached copy of the Plan and agrees to be bound by all the terms and provisions thereof (as presently in effect or hereafter amended), and by all decisions and determinations of the Committee thereunder. 13. MISCELLANEOUS This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties. This Agreement constitutes the entire agreement between the parties with respect to the Option, and supersedes any prior agreements or documents with respect to the Option. No amendment, alteration, suspension, discontinuation or termination of this Agreement which may impose any additional obligation upon the Company or impair the rights of the 6 7 Employee with respect to the Option shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and by the Employee. CHARMING SHOPPES, INC. BY: --------------------------------------- EMPLOYEE: ------------------------------------------ 7 EX-10.2 9 EX-10.2.12 EMPLYEES PERFORMANCE ACCLERATED S/O 1 CHARMING SHOPPES, INC. 1993 EMPLOYEES' STOCK INCENTIVE PLAN PERFORMANCE-ACCELERATED STOCK OPTION AGREEMENT Agreement dated as of ------------ between CHARMING SHOPPES, INC. (the "Company") and --------------------- (the "Employee"). It is agreed as follows: 1. GRANT OF OPTION; CONSIDERATION The Company hereby confirms the grant, under and pursuant to the Company's 1993 Employees' Stock Incentive Plan (the "Plan"), to the Employee on - ---------------------- of a nonqualified stock option to purchase up to *----------* shares of the Company's common stock, par value $.10 per share (the "Shares"), at an exercise price of $ ---------------- per share (the "Option"). The Option granted hereunder is not intended to constitute an incentive stock option within the meaning of Section 422 of the Code. The Employee shall be required to pay no consideration for the grant of the Option except for his agreement to provide services to the Company prior to exercise and other agreements set forth herein. 2. INCORPORATION OF PLAN BY REFERENCE The Option has been granted to the Employee under the Plan, a copy of which is attached hereto. All of the terms, conditions and other provisions of the Plan are hereby incorporated by reference into this Employee Stock Option Agreement (the "Agreement"). Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. 3. DATE WHEN EXERCISABLE; PERFORMANCE ACCELERATION (a) This Option may not be exercised unless and only to the extent that it has become exercisable as specified in this Agreement. Subject to acceleration as provided in this Section 3, and Sections 7 and 8 below, limitations on exercisability imposed in Section 8 below, and all other terms and conditions of this Agreement, this Option shall become exercisable as follows: The Employee may purchase up to one-fifth of the total number of shares subject to this Option commencing five (5) years after the date of grant of this Option, an additional one-fifth commencing six (6) years after the date of grant of this Option, an additional one- fifth commencing seven (7) years after the date of grant of this Option, an additional one-fifth commencing eight (8) years after the date of grant of this Option, and all remaining shares subject to this Option commencing nine (9) years after the date of grant of this Option. Except as otherwise specifically provided herein, the Option to purchase any and all Shares covered by this Agreement shall expire at 5:00 p.m. on the date ten (10) years after the date of grant of this Option. THE DATE OF GRANT OF THIS OPTION IS: GRANT NUMBER: 1 2 (b) In the event that, during any period of three consecutive fiscal years from fiscal XXXX through fiscal XXXX (i.e. fiscal XXXX-XXXX, XXXX-XXXX, or XXXX-XXXX), the Company's compounded rate of growth of its earnings per share equals or exceeds xxxx percent (xx%) based on such rate for the entire three-year period ("Achievement of the Performance Condition"), the Option will become exercisable on an accelerated basis as follows: The Employee may purchase up to one-half of the total number of shares subject to this Option commencing on the first anniversary of the date of grant following Achievement of the Performance Condition, and all remaining shares subject to the Option commencing on the second anniversary of the date of grant following Achievement of the Performance Condition. The Committee's determination as to whether Achievement of the Performance Condition has occurred will be final and binding on the Company and the Employee. For purposes of making such determination, the Committee may, in its discretion, adjust the amount of earnings per share as reported in the Company's financial statements for any year or years in order to ensure consistency in the manner of calculation of earnings per share over the three-year performance periods and/or to take into account changes in accounting principles, business operations of the Company, extraordinary gains or losses, or other circumstances the Committee may deem relevant. (c) The number of Shares with respect to which the Option may be exercised shall be cumulative so that if, in any of the aforementioned periods, the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which this Option shall then be exercisable along with any other Shares as to which this Option may become exercisable in accordance with its terms. (d) The provisions contained in Section 3(a) and (b) above notwithstanding, the Committee may, in its sole discretion, at any time, upon written notice to the Employee, accelerate the vesting described in Section 3(a) or (b) so that the Option shall become immediately exercisable to the extent of all or any portion of the Shares covered hereunder. Acceleration pursuant to this Section 3(d) shall be separate and independent from any acceleration pursuant to Section 7 of this Agreement, and the provisions of Sections 3(e) and (f) shall not apply in the case of acceleration pursuant to Section 7 of this Agreement. (e) In the event that the acceleration described in Section 3(d) occurs prior to the time that all of the Options would have otherwise been exercisable in accordance with Section 3(a) or, if applicable, Section 3(b), in consideration of such acceleration, the Employee, if so requested by the Company at the time, agrees to hold and not dispose of that number of Shares covered by this Option for which this Option would not have been exercisable at the time of such acceleration, if such acceleration had not occurred, and further agrees to dispose of such Shares only at such time and to the extent of that number of Shares for which this Option would have been exercisable in accordance with the schedule set forth in Section 3(a), or earlier in accordance with the schedule set forth in Section 3(b), if applicable, as if the acceleration had not occurred. In addition, if the Employee's employment with the Company or any of its subsidiaries shall be voluntarily terminated (other than for a temporary leave of absence approved by the Company or retirement at age 65 or older or through early retirement with the consent of the Company pursuant to any retirement plan of the Company or any subsidiary) prior to a Change of Control and prior to the expiration of nine (9) years after the date of grant of this Option, the Employee shall be obligated, at the Company's option exercisable within 60 days after termination of the Employee's employment, to sell to the Company any Shares theretofore acquired by the Employee upon exercise of this Option at a price which is equal to the price that the Employee paid for such Shares, but only to the extent that the Option would not have been exercisable at the date of termination of employment in accordance with Section 3(a) or 3(b) were it not for the acceleration provided for herein. (f) The Employee acknowledges that the certificates representing those Shares received upon exercise of the Option at a time the Option would not otherwise have been exercisable but for an acceleration pursuant to Section 3(d) may bear an appropriate legend giving notice of the foregoing restrictions, including the restriction on transfer of the Shares. 4. METHOD OF EXERCISE The Option may be exercised as to any part of the Shares which may then be purchased by delivery to and receipt by the Secretary of the Company at 450 Winks Lane, Bensalem, Pennsylvania 19020, of a written notice, signed by the Employee, specifying the number of Shares which the Employee wishes to purchase, accompanied by payment in full of the exercise price therefor in accordance with Section 5. As soon as practicable after the receipt of such notice and payment, the Company shall deliver to the Employee a stock certificate for the Shares so purchased, with any requisite legend affixed. Subject to the provisions of the Plan, such exercise may include instructions to the Company to deliver Shares due upon exercise of the Option to any registered broker or dealer designated by the Committee (a "Designated Broker") in lieu of delivery to the 2 3 Employee. Such instructions must designate the account into which the Shares are to be deposited. The Employee may tender this notice of exercise, which has been properly executed by the Employee, and the aforementioned delivery instructions to any Designated Broker together with irrevocable instructions to the Designated Broker to promptly deliver to the Company the cash amount of sale or loan proceeds from the Shares sufficient to pay the exercise price, and thereupon the Company may issue Shares and deliver them to such Designated Broker. 5. PAYMENT OF EXERCISE PRICE The exercise price of the Option shall be payable in cash or by certified or bank cashier's check, provided, however, that, in lieu of payment in full in cash or by such check, the exercise price may, with the approval of the Committee, upon written request of the Employee, be paid in full or in part by delivery and transfer to the Company of that number of shares of the Company's common stock otherwise owned by the Employee with an aggregate fair market value (determined in accordance with procedures for valuing shares as set forth in rules and regulations adopted by the Committee and in effect at the time the Employee's notice of exercise is received by the Company) equal to the aggregate exercise price of that number of Shares for which the Option is being exercised or such lesser portion of the aggregate purchase price as may be specified by the Employee (in which case the balance must be paid in cash or by certified or bank cashier's check). 6. TAX WITHHOLDING Whenever Shares are to be delivered upon exercise of the Option, the Company shall be entitled to require as a condition of delivery that the Employee remit or, in appropriate cases, agree to remit when due an amount sufficient to satisfy all federal, state and local withholding tax requirements relating thereto. Subject to the approval of the Committee, the Employee will be entitled to elect to have the Company withhold from the Shares to be delivered upon the exercise of the Option, or to elect to deliver to the Company from shares of the Company's common stock owned separately by the Employee, a sufficient number of such shares to satisfy the Employee's federal, state and local tax obligations relating to the Option exercise (and the Company's withholding obligations), to the extent, if any, permitted under rules and regulations adopted by the Committee and in effect at the time of the exercise of the Option. In such case, the Shares withheld or the shares surrendered will be valued at the fair market value determined in accordance with procedures for valuing shares as set forth in rules and regulations adopted by the Committee and otherwise in effect at the time of the exercise of the Option. 7. CHANGE OF CONTROL PROVISIONS (a) Acceleration of Exercisability. In the event of a Change of Control at a time that the Employee is employed by the Company or any of its subsidiaries, this Option shall become immediately and fully exercisable upon the occurrence of such Change of Control, and no restriction or limitation on the rights of the Employee set forth in Section 3 hereof shall have any further force or effect. (b) Definitions of Certain Terms. For purposes of this Agreement, the following definitions shall apply: (1) "Beneficial Owner," "Beneficially Owns," and "Beneficial Ownership" shall have the meanings ascribed to such terms for purposes of Section 13(d) of the Exchange Act and the rules thereunder, except that, for purposes of this Section 7, "Beneficial Ownership" (and the related terms) shall include Voting Securities that a Person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants, options or otherwise, regardless of whether any such right is exercisable within 60 days of the date as of which Beneficial Ownership is to be determined. (2) "Change of Control" means and shall be deemed to have occurred if (i) any Person, other than the Company or a Related Party, acquires directly or indirectly the Beneficial Ownership of any Voting Security of the Company and immediately after such acquisition such Person has, directly or indirectly, the Beneficial Ownership of Voting Securities representing 20 percent or more of the total voting power of all the then-outstanding Voting Securities; or 3 4 (ii) those individuals who as of April 1, 1993 constitute the Board or who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors as of April 1, 1993 or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the members of the Board; or (iii) the shareholders of the Company approve a merger, consolidation, recapitalization or reorganization of the Company, a reverse stock split of outstanding Voting Securities, or an acquisition of securities or assets by the Company (a "Transaction"), or consummation of such a Transaction if shareholder approval is not obtained, other than a Transaction which would result in the holders of Voting Securities having at least 80 percent of the total voting power represented by the Voting Securities outstanding immediately prior thereto continuing to hold Voting Securities or voting securities of the surviving entity having at least 60 percent of the total voting power represented by the Voting Securities or the voting securities of such surviving entity outstanding immediately after such Transaction and in or as a result of which the voting rights of each Voting Security relative to the voting rights of all other Voting Securities are not altered; provided, however, a Change of Control shall not be deemed to have occurred if the Board of Directors shall have determined, by action taken prior to the approval of the Transaction by shareholders or consummation of the Transaction if shareholder approval is not obtained, that such Transaction shall not constitute a Change of Control for purposes of all options then outstanding under the Plan, which determination, if made with respect to a Transaction, shall not be deemed to constitute a determination with respect to any subsequent Transaction; or (iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets other than any such transaction which would result in Related Parties owning or acquiring more than 50 percent of the assets owned by the Company immediately prior to the transaction. (3) "Person" shall have the meaning ascribed for purposes of Section 13(d) of the Exchange Act and the rules thereunder. (4) "Related Party" means (i) a majority-owned subsidiary of the Company; or (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any majority-owned subsidiary of the Company; or (iii) a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportion as their ownership of Voting Securities; or (iv) if, prior to any acquisition of a Voting Security which would result in any Person Beneficially Owning more than ten percent of any outstanding class of Voting Security and which would be required to be reported on a Schedule 13D or an amendment thereto, the Board approved the initial transaction giving rise to an increase in Beneficial Ownership in excess of ten percent and any subsequent transaction giving rise to any further increase in Beneficial Ownership; provided, however, that such Person has not, prior to obtaining Board approval of any such transaction, publicly announced an intention to take actions which, if consummated or successful (at a time such Person has not been deemed a "Related Party"), would constitute a Change of Control. (5) "Voting Securities" means any securities of the Company which carry the right to vote generally in the election of directors. 8. TERMINATION OF EMPLOYMENT (a) This Option shall terminate and no longer be exercisable at the earlier of the scheduled expiration time of the Option, as set forth in Section 3(a) above, or the earliest time specified below at or following a termination of employment of the Employee; provided, however, that in the event of termination of the employment of the Employee, this Option shall be exercisable during the period, if any, between the occurrence of such termination and the time designated for the termination of this Option only to the extent indicated below: 4 5 (1) at the time of involuntary termination of the Employee's employment with the Company or any of its subsidiaries for reasons of moral turpitude, at which time this Option shall immediately terminate; provided, however, that, the provisions of Section 3(a) and (b) notwithstanding, this Option may not be exercised during any period prior to a Change of Control during which the Company, having given notice to the Employee, is investigating a claim that the Employee has engaged in one or more acts of moral turpitude; or (2) at the time of voluntary or involuntary termination of the Employee's employment with the Company or any of its subsidiaries for any reason at any time prior to the expiration of three years after the date of grant of this Option and prior to any Change of Control, other than by reason of the Employee's death or disability, at which time this Option shall immediately terminate; or (3) at the expiration of three months after the voluntary or, if for cause (other than for reasons of moral turpitude), the involuntary termination of the Employee's employment with the Company or any of its subsidiaries, in either case at any time (A) after the expiration of three years after the date of grant of this Option, except as may be otherwise provided in Section 8(a)(7) below, during which three-month period this Option shall be exercisable only to the extent that it was exercisable at the date of the Employee's termination of employment, or (B) after a Change of Control, except as may be otherwise provided in Section 8(a)(7) below, during which three- month period this Option shall be exercisable in full; or (4) at the expiration of three months after the involuntary termination of the Employee's employment, other than for reasons of cause, moral turpitude, death or disability, with the Company or any of its subsidiaries at any time (A) after the expiration of three years after the date of grant of this Option, except as may be otherwise provided in Section 8(a)(7) below, during which three-month period this Option shall be exercisable to purchase the greater of (i) a number of Shares determined pursuant to the Option Formula (as set forth in Section 8(e) below) and (ii) the number of Shares as to which this Option was exercisable at the date of the Employee's termination of employment, or (B) after a Change of Control, except as may be otherwise provided in Section 8(a)(7) below, during which three-month period this Option shall be exercisable in full; or (5) at the scheduled expiration time of this Option, as set forth in Section 3(a) above, if the Employee's termination results from his normal retirement at age 65 or thereafter ("Normal Retirement") or early retirement after reaching age 60 and prior to age 65 with the consent of the Company pursuant to any retirement plan ("Early Retirement"), or such shorter period as may be provided in Section 8(a)(6) below, provided that (i), during the period after Normal Retirement or Early Retirement, as the case may be, and until such scheduled expiration time of this Option (the "Exercisability Period"), this Option shall continue to be exercisable by the Employee at such times and to the same extent that it would have been exercisable had the Employee continued his employment throughout the Exercisability Period, except as may be otherwise provided in Section 8(a)(6) below, and (ii) at the time of Normal Retirement or Early Retirement, as the case may be, the Employee enters into an agreement not to engage, directly or indirectly, in any business activity in competition with any business then engaged in by the Company or any of its subsidiaries during the Exercisability Period, and containing such other terms and conditions as may be specified by the Company; or (6) at the expiration of one year after the Employee's death if the Employee dies while employed by the Company or any of its subsidiaries or dies during the Exercisability Period specified in Section 8(a)(5) above, during which one-year period this Option shall be exercisable in full; or (7) at the expiration of one year after the Employee's death if the Employee dies during the three-month periods referred to in Sections 8(a)(3) or (4) above, during which one-year period this Option shall be exercisable to the same extent provided in Section 8(a)(3) or (4) above (whichever was applicable prior to the Employee's death); or (8) at the expiration of one year after the termination of the Employee's employment with the Company or any of its subsidiaries by reason of the Employee's permanent disability if the Employee becomes permanently disabled while employed by the Company or any of its subsidiaries, during which one-year period this Option shall be exercisable in full. 5 6 (b) For purposes hereof, "cause" shall mean the Employee's chronic neglect, refusal or failure to fulfill his or her employment duties and responsibilities, other than for reasons of sickness, accident or other similar causes beyond the Employee's control. Such neglect, refusal or failure shall be determined in the sole and reasonable judgment of the Committee. (c) For purposes hereof, the existence of a "disability" shall be determined by, or in accordance with criteria and standards adopted by, the Committee. (d) For purposes hereof, "moral turpitude" shall mean the Employee's dishonesty or intentional wrongdoing committed against the Company, its agents or employees or otherwise in connection with his or her employment by the Company or conviction of a crime, whether or not in connection with employment, other than a traffic infraction or other minor violation. The Committee shall have the sole discretion to determine whether the Employee has committed an act of moral turpitude. (e) For purposes hereof, the "Option Formula" shall be the product of (i) the total number of Shares covered by this Option at the date of termination of employment times (ii) a fraction, the numerator of which shall be the lesser of five (5) or the number of full and partial years that the Employee has been employed by the Company or any of its subsidiaries between the fifth anniversary of the date of grant of this Option and the date of termination of employment and the denominator of which shall be the number five (5). (f) Except as provided in Section 9, an Employee shall not be deemed to have terminated his employment for purposes of this Section 8 if his employment terminates with the Company but thereafter continues with one of the Company's subsidiaries or terminates with a subsidiary but thereafter continues with the Company or another subsidiary. 9. CHANGE IN JOB STATUS Should the Employee's job classification change, and as a result of such change the Committee determines, in its sole discretion and prior to any Change of Control, that the Employee is no longer employed in a position which would enable him to contribute to the success of the Company on at least as great a level as that to which he was enabled by his prior job classification, then the Committee may deem the Employee's employment with the Company or its subsidiaries to have been terminated involuntarily (but not for cause or moral turpitude) in respect of all or a portion of this Option. 10. LIMITS ON TRANSFER OF OPTION; BENEFICIARIES No right or interest of a participant in this Option shall be pledged, encumbered or hypothecated to or in favor of any third party or shall be subject to any lien, obligation or liability of the Employee to any third party. This Option shall not be transferable to any third party by the Employee otherwise than by will or the laws of descent and distribution, and this Option shall be exercisable, during the lifetime of the Employee, only by the Employee; provided, however, that the Employee will be entitled to designate a beneficiary or beneficiaries to exercise his rights under this Option upon the death of Employee, in the manner and to the extent permitted by the Committee under rules and regulations adopted by the Committee under the Plan. 11. INVESTMENT REPRESENTATION Unless, at the time of any exercise of this Option, the issuance and delivery of Shares hereunder to the Employee is registered under a then-effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), and complies with all applicable registration requirements under state securities laws, the Employee shall provide to the Company, as a condition to the valid exercise of this Option and the delivery of any certificates representing Shares, appropriate evidence, satisfactory in form and substance to the Company, that he is acquiring the Shares for investment and not with a view to the distribution of the Shares or any interest in the Shares, and a representation to the effect that the Employee shall make no sale or other disposition of the Shares unless (i) the Company shall have received an opinion of counsel satisfactory to it in form and substance that such sale or other disposition may be made without registration under the then-applicable provisions of the Securities Act, the related rules and regulations of the Securities and Exchange Commission, and applicable state securities laws and regulations, or (ii) the sale or other disposition of the Shares shall be registered under a currently effective registration statement under the Securities Act of 1933 and complies with all applicable registration requirements under state securities laws. The certificates representing the Shares may bear an appropriate legend giving notice of the foregoing restriction on transfer of the Shares, and any other restrictive legend deemed necessary or appropriate by the Committee. 6 7 12. EMPLOYEE BOUND BY PLAN The Employee hereby acknowledges receipt of the attached copy of the Plan and agrees to be bound by all the terms and provisions thereof (as presently in effect or hereafter amended), and by all decisions and determinations of the Committee thereunder. 13. MISCELLANEOUS This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties. This Agreement constitutes the entire agreement between the parties with respect to the Option, and supersedes any prior agreements or documents with respect to the Option. No amendment, alteration, suspension, discontinuation or termination of this Agreement which may impose any additional obligation upon the Company or impair the rights of the Employee with respect to the Option shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and by the Employee. CHARMING SHOPPES, INC. BY: ---------------------------------- EMPLOYEE: ------------------------------------- (4/1/93) 7 EX-22 10 SUBSIDARIES OF REGISTRANT 1 Subsidiaries of Registrant There is set forth a list of all subsidiaries of the Company, each of which is directly and wholly owned by its immediate parent, Charming Shoppes, Inc., and all of which are included in the consolidated financial statements of Charming Shoppes, Inc., and subsidiaries, except as noted. CHARM-FIN STORES,INC. (2) DELAWARE CHARMING F.S. COMPANY,INC. (2) PENNSYLVANIA CHARMING SHOPPES OF CHESTER,INC. (2) PENNSYLVANIA CHARMING SHOPPES OF COLONIAL PARK,INC. PENNSYLVANIA CHARMING SHOPPES OF CUMBERLAND,INC. PENNSYLVANIA CHARMING SHOPPES OF DELAWARE,INC. PENNSYLVANIA CHARMING SHOPPES OF ECHELON,INC. NEW JERSEY CHARMING SHOPPES OF FRANKFORD, INC (2) PENNSYLVANIA CHARMING SHOPPES OF NORRISTOWN,INC. (2) PENNSYLVANIA CHARMING SHOPPES OF TRENTON,INC. NEW JERSEY CHARMING SHOPPES OF WOODBURY, INC NEW JERSEY CHARMING SHOPPES/FASHION BUG OF OLEAN,INC. (2) NEW YORK COLUMBIA DEVELOPMENT CO., INC. (1) (2) TENNESSEE CSBC, INC. (2) DELAWARE CSI CHARITIES (2) PENNSYLVANIA CSI HONDURAS,INC. (2) PENNSYLVANIA CSI INDUSTRIES,INC. (2) PENNSYLVANIA CSI-DR,INC. (2) PENNSYLVANIA C.S.A.C.,INC. (2) DELAWARE C.S.F.CORP. (2) DELAWARE C.S.I.C.,INC. (2) DELAWARE DIVERSIFIED FASHIONS,INC. (2) PENNSYLVANIA ERICOOL CO LTD. (2) HONG KONG EVATONE TRADING LTD. (2) HONG KONG EXECUTIVE FLIGHTS,INC. (2) DELAWARE FASHION ACCEPTANCE CORP (2) DELAWARE FASHION BUG OF 640 PLAZA, INC. TENNESSEE FASHION BUG OF AKRON, INC. (2) OHIO FASHION BUG OF ALEXANDRIA, INC. (2) VIRGINIA FASHION BUG OF ALIQUIPPA, INC. (2) PENNSYLVANIA FASHION BUG OF ALLENTOWN, INC. PENNSYLVANIA FASHION BUG OF ALLIANCE,INC. OHIO FASHION BUG OF ALPENA, INC. MICHIGAN FASHION BUG OF ALTOONA,INC. PENNSYLVANIA FASHION BUG OF AMHERST PLAZA, INC. (2) NEW YORK FASHION BUG OF AMHERST, INC. NEW YORK FASHION BUG OF ANDORRA, INC. PENNSYLVANIA FASHION BUG OF APPLE VALLEY SQUARE, INC. VIRGINIA FASHION BUG OF ARAMINGO,INC. (2) PENNSYLVANIA FASHION BUG OF ARLEN,INC. (2) PENNSYLVANIA FASHION BUG OF ARLINGTON HEIGHTS,INC. (2) ILLINOIS FASHION BUG OF ASBURY PARK, INC. NEW JERSEY FASHION BUG OF ASHEVILLE, INC. (2) NORTH CAROLINA FASHION BUG OF ASH-HAN,INC. VIRGINIA FASHION BUG OF ASHLAND,INC. (2) KENTUCKY FASHION BUG OF ASHTABULA,INC. (2) OHIO FASHION BUG OF ATHENS,INC. (2) OHIO FASHION BUG OF AUDUBON,INC. NEW JERSEY FASHION BUG OF AURORA, INC. ILLINOIS FASHION BUG OF BARBERTON, INC. OHIO FASHION BUG OF BAYONET POINT,INC. (2) FLORIDA FASHION BUG OF BEAVER FALLS, INC. (2) PENNSYLVANIA FASHION BUG OF BECKLEY,INC. WEST VIRGINIA FASHION BUG OF BELDEN VILLAGE, INC. (2) OHIO FASHION BUG OF BELLEVILLE, INC. MICHIGAN FASHION BUG OF BELMONT, INC. MICHIGAN FASHION BUG OF BELVEDERE PLAZA, INC. (2) GEORGIA FASHION BUG OF BETHLEHEM, INC. PENNSYLVANIA FASHION BUG OF BINGHAMTON, INC. (2) NEW YORK FASHION BUG OF BIRMINGHAM, INC. ALABAMA FASHION BUG OF BLOOMSBURG,INC. PENNSYLVANIA FASHION BUG OF BLUE ASH, INC. OHIO FASHION BUG OF BLUEFIELD, INC. WEST VIRGINIA FASHION BUG OF BOARDMAN PLAZA, INC. OHIO FASHION BUG OF BOLINGBROOK, INC. ILLINOIS FASHION BUG OF BOND, INC. PENNSYLVANIA FASHION BUG OF BORDENTOWN,INC. NEW JERSEY FASHION BUG OF BOWLING GREEN,INC. OHIO FASHION BUG OF BRADFORD,INC. PENNSYLVANIA FASHION BUG OF BRICKTOWN PLAZA,INC. NEW JERSEY FASHION BUG OF BRIDGEVIEW, INC. ILLINOIS 2 FASHION BUG OF BRIDGEVILLE,INC. (2) PENNSYLVANIA FASHION BUG OF BRISTOL, CT, INC. CONNECTICUT FASHION BUG OF BRISTOL,INC. PENNSYLVANIA FASHION BUG OF BRUNSWICK,INC. NEW JERSEY FASHION BUG OF BUCKINGHAM,INC. (2) PENNSYLVANIA FASHION BUG OF BUCYRUS,INC. OHIO FASHION BUG OF BUFFALO, INC. NEW YORK FASHION BUG OF BUSH RIVER MALL COLUMBIA,S.C.,IN (2) PENNSYLVANIA FASHION BUG OF BUTLER,INC. (2) PENNSYLVANIA FASHION BUG OF CAMBRIDGE, INC. MARYLAND FASHION BUG OF CAPE MAY, INC. NEW JERSEY FASHION BUG OF CARLISLE,INC. PENNSYLVANIA FASHION BUG OF CARROLLTON,INC. MARYLAND FASHION BUG OF CASSELBERRY, INC. FLORIDA FASHION BUG OF CASTOR AVENUE,INC. PENNSYLVANIA FASHION BUG OF CENTURY III MALL,INC. PENNSYLVANIA FASHION BUG OF CHAMBERSBURG,INC. (2) PENNSYLVANIA FASHION BUG OF CHARLOTTESVILLE, INC. VIRGINIA FASHION BUG OF CHERRY HILL,INC. (2) NEW JERSEY FASHION BUG OF CHESTER SPRINGS,INC. NEW JERSEY FASHION BUG OF CHESTERTOWN,INC. MARYLAND FASHION BUG OF CHICOPEE, INC. (2) MASSACHUSETTS FASHION BUG OF CHILLICOTHE,INC. OHIO FASHION BUG OF CLARION, INC. PENNSYLVANIA FASHION BUG OF CLARKSBURG,INC. WEST VIRGINIA FASHION BUG OF CLEARFIELD,INC. PENNSYLVANIA FASHION BUG OF CLEARVIEW MALL, INC. PENNSYLVANIA FASHION BUG OF CLEVELAND, INC. OHIO FASHION BUG OF CLINTON, INC. MARYLAND FASHION BUG OF COCKEYSVILLE, INC. MARYLAND FASHION BUG OF COLLEGE SQUARE,INC. DELAWARE FASHION BUG OF COLUMBIA,INC. (2) MARYLAND FASHION BUG OF COLUMBUS OHIO,INC. (2) OHIO FASHION BUG OF CONCORD,INC. DELAWARE FASHION BUG OF CONNELLSVILLE,INC. (2) PENNSYLVANIA FASHION BUG OF CONNERSVILLE, INC. (2) INDIANA FASHION BUG OF CORBIN,INC. (2) KENTUCKY FASHION BUG OF CORTLAND, INC. (2) NEW YORK FASHION BUG OF COSHOCTON, INC. (2) OHIO FASHION BUG OF COTTMAN,INC. PENNSYLVANIA FASHION BUG OF COUNTRYSIDE, INC. PENNSYLVANIA FASHION BUG OF COVENTRY MALL,INC. PENNSYLVANIA FASHION BUG OF COVINGTON, INC. (2) KENTUCKY FASHION BUG OF CRANBERRY, INC. PENNSYLVANIA FASHION BUG OF CREST HILL, INC. (2) ILLINOIS FASHION BUG OF CROMWELL FIELD, INC. MARYLAND FASHION BUG OF CRYSTAL LAKE, INC. ILLINOIS FASHION BUG OF CULPEPPER, INC. VIRGINIA FASHION BUG OF CUMBERLAND MALL,INC. (2) GEORGIA FASHION BUG OF CUYAHOGA FALLS,INC. OHIO FASHION BUG OF DADE CITY, INC. (2) FLORIDA FASHION BUG OF DANBURY, INC. CONNECTICUT FASHION BUG OF DANVILLE,INC. ILLINOIS FASHION BUG OF DAYTON MALL,INC. (2) OHIO FASHION BUG OF DAYTON, INC. (2) OHIO FASHION BUG OF DEARBORN,INC. MICHIGAN FASHION BUG OF DECATUR, INC. GEORGIA FASHION BUG OF DECKER MALL COLUMBIA,S.C.,INC. (2) PENNSYLVANIA FASHION BUG OF DEKALB, INC. ILLINOIS FASHION BUG OF DELAND,INC. (2) FLORIDA FASHION BUG OF DELAWARE SQUARE, INC. (2) OHIO FASHION BUG OF DES PLAINES, INC. ILLINOIS FASHION BUG OF DEVON, INC. CONNECTICUT FASHION BUG OF DIXIE MANOR, INC. (2) KENTUCKY FASHION BUG OF DOVER PLAZA,INC. NEW JERSEY FASHION BUG OF DOVER,INC. DELAWARE FASHION BUG OF DUBOIS,INC. PENNSYLVANIA FASHION BUG OF DUNBAR, INC. WEST VIRGINIA FASHION BUG OF EAST HANOVER,INC. NEW JERSEY FASHION BUG OF EAST HARTFORD,INC. CONNECTICUT FASHION BUG OF EAST MANSFIELD, INC. OHIO FASHION BUG OF EAST PARK, INC. MARYLAND FASHION BUG OF EAST WASHINGTON,INC. INDIANA FASHION BUG OF EAST WINDSOR, INC. NEW JERSEY FASHION BUG OF EASTON,INC. MARYLAND FASHION BUG OF EASTSIDE PLAZA, INC. ILLINOIS FASHION BUG OF EASTWOOD MALL, INC. OHIO FASHION BUG OF EDGEWOOD,INC. MARYLAND FASHION BUG OF EDWARDSVILLE,INC. PENNSYLVANIA FASHION BUG OF EGG HARBOR, INC. (2) NEW JERSEY 3 FASHION BUG OF ELDERSBURG,INC. MARYLAND FASHION BUG OF ELGIN, INC. ILLINOIS FASHION BUG OF ELIZABETHTOWN, INC. (2) KENTUCKY FASHION BUG OF ELKIN, INC. WEST VIRGINIA FASHION BUG OF ELKTON,INC. MARYLAND FASHION BUG OF ELSTON PLAZA,INC. ILLINOIS FASHION BUG OF ELWOOD CITY, INC. PENNSYLVANIA FASHION BUG OF ENGLISHTOWN, INC. (2) NEW JERSEY FASHION BUG OF ERIE,INC. (2) PENNSYLVANIA FASHION BUG OF ESSEX,INC. (2) MARYLAND FASHION BUG OF EUSTIS,INC. (2) FLORIDA FASHION BUG OF EVANSVILLE, INC. INDIANA FASHION BUG OF EXTON,INC. (2) PENNSYLVANIA FASHION BUG OF FAIR PLAZA, INC. (2) OHIO FASHION BUG OF FAIRFIELD, INC. CONNECTICUT FASHION BUG OF FAIRMONT,INC. WEST VIRGINIA FASHION BUG OF FALL RIVER, INC. MASSACHUSETTS FASHION BUG OF FALLS CHURCH, INC. VIRGINIA FASHION BUG OF FARMINGDALE,INC. (2) NEW YORK FASHION BUG OF FITCHBURG, INC. MASSACHUSETTS FASHION BUG OF FLEMINGTON,INC. NEW JERSEY FASHION BUG OF FLINT,INC. MICHIGAN FASHION BUG OF FOREST PARK MALL,INC. ILLINOIS FASHION BUG OF FOREST PLAZA, INC. ILLINOIS FASHION BUG OF FOREST SQUARE, INC. (2) GEORGIA FASHION BUG OF FORESTVILLE,INC. (2) MARYLAND FASHION BUG OF FORT LAUDERDALE, INC. (2) FLORIDA FASHION BUG OF FORT SAGINAW, INC. (2) MICHIGAN FASHION BUG OF FOSTORIA,INC. OHIO FASHION BUG OF FOX VALLEY COMMONS,INC. (2) ILLINOIS FASHION BUG OF FRACKVILLE, INC. PENNSYLVANIA FASHION BUG OF FRANKFORT,INC. KENTUCKY FASHION BUG OF FRANKLIN COUNTY, INC. PENNSYLVANIA FASHION BUG OF FRANKLIN,INC. PENNSYLVANIA FASHION BUG OF FREDERICKSBURG,INC. VIRGINIA FASHION BUG OF FREEHOLD, INC. NEW JERSEY FASHION BUG OF FREEPORT, INC. (2) ILLINOIS FASHION BUG OF FRONT ROYAL, INC. VIRGINIA FASHION BUG OF FT. FINDLAY,INC. OHIO FASHION BUG OF FT. MYERS,INC. FLORIDA FASHION BUG OF FULLERTON, INC. MARYLAND FASHION BUG OF GARFIELD HEIGHTS, INC. OHIO FASHION BUG OF GEORIA SQUARE,INC. (2) GEORGIA FASHION BUG OF GIBBSTOWN,INC. NEW JERSEY FASHION BUG OF GLEN BURNIE, INC. MARYLAND FASHION BUG OF GLEN ELLYN, INC. ILLINOIS FASHION BUG OF GORHAM, INC. NEW HAMPSHIRE FASHION BUG OF GREENBRIAR,INC. (2) GEORGIA FASHION BUG OF GREENVILLE PLAZA, INC. PENNSYLVANIA FASHION BUG OF GREENVILLE,INC. (2) SOUTH CAROLINA FASHION BUG OF GROVE CITY, INC. PENNSYLVANIA FASHION BUG OF HACKENSACK,INC. NEW JERSEY FASHION BUG OF HACKETTSTOWN,INC. NEW JERSEY FASHION BUG OF HAGERSTOWN,INC. MARYLAND FASHION BUG OF HAMDEN, INC. CONNECTICUT FASHION BUG OF HAMILTON SQUARE, INC. NEW JERSEY FASHION BUG OF HAMPTON,INC. VIRGINIA FASHION BUG OF HANNIBAL, INC. MISSOURI FASHION BUG OF HANOVER,INC. PENNSYLVANIA FASHION BUG OF HARFORD, INC. MARYLAND FASHION BUG OF HARRISBURG, ILL, INC. (2) ILLINOIS FASHION BUG OF HARRISBURG,INC. PENNSYLVANIA FASHION BUG OF HAZARD,INC. KENTUCKY FASHION BUG OF HAZELTON,INC. PENNSYLVANIA FASHION BUG OF HAZLET, INC. (2) NEW JERSEY FASHION BUG OF HENRIETTA,INC. NEW YORK FASHION BUG OF HERSHEY,INC. PENNSYLVANIA FASHION BUG OF HIGHLAND HEIGHTS, INC. (2) KENTUCKY FASHION BUG OF HIGHLAND RIDGE,INC. OHIO FASHION BUG OF HIGHLAND, INC. INDIANA FASHION BUG OF HILLSIDE, INC. ILLINOIS FASHION BUG OF HILLVIEW SQUARE,INC. (2) KENTUCKY FASHION BUG OF HINESVILLE, INC. GEORGIA FASHION BUG OF HOFFMAN ESTATES, INC. ILLINOIS FASHION BUG OF HOLYOKE, INC. MASSACHUSETTS FASHION BUG OF HOMEWOOD, INC. (2) ILLINOIS FASHION BUG OF HONESDALE,INC. PENNSYLVANIA FASHION BUG OF HOUGHTON,INC. MICHIGAN FASHION BUG OF HOWELL,INC. NEW JERSEY FASHION BUG OF HUNTINGTON PLAZA, INC. INDIANA 4 FASHION BUG OF HUNTINGTON, INC. WEST VIRGINIA FASHION BUG OF INDIANA, INC. PENNSYLVANIA FASHION BUG OF IROQUOIS MANOR,INC. KENTUCKY FASHION BUG OF JACKSONVILLE,INC. ILLINOIS FASHION BUG OF JACKSON, INC. TENNESSEE FASHION BUG OF JASPER, INC. INDIANA FASHION BUG OF JERSEY CITY, INC. (2) NEW JERSEY FASHION BUG OF JOHNSTON, INC. RHODE ISLAND FASHION BUG OF JOHNSTOWN, INC. (2) PENNSYLVANIA FASHION BUG OF JOLIET, INC. ILLINOIS FASHION BUG OF KALAMAZOO,INC. (2) MICHIGAN FASHION BUG OF KANKAKEE, INC. (2) ILLINOIS FASHION BUG OF KEDZIE,INC. ILLINOIS FASHION BUG OF KENT, INC. OHIO FASHION BUG OF KING OF PRUSSIA,INC. (2) PENNSYLVANIA FASHION BUG OF KITTANING, INC. (2) PENNSYLVANIA FASHION BUG OF KNOXVILLE, INC. (2) TENNESSEE FASHION BUG OF KOKOMO,INC. INDIANA FASHION BUG OF KUTZTOWN, INC. PENNSYLVANIA FASHION BUG OF LAKE WALES, INC. FLORIDA FASHION BUG OF LAKELAND, INC. FLORIDA FASHION BUG OF LAKEMORE PLAZA, INC. OHIO FASHION BUG OF LAKEWOOD,INC. (2) COLORADO FASHION BUG OF LANCASTER OHIO,INC. (2) OHIO FASHION BUG OF LANCASTER,INC. PENNSYLVANIA FASHION BUG OF LANGLEY PARK,INC. MARYLAND FASHION BUG OF LANSING, INC. MICHIGAN FASHION BUG OF LATROBE,INC. (2) PENNSYLVANIA FASHION BUG OF LAUREL, INC. MARYLAND FASHION BUG OF LAVALE, INC. MARYLAND FASHION BUG OF LAWRENCEVILLE,INC. NEW JERSEY FASHION BUG OF LEBANON,INC. PENNSYLVANIA FASHION BUG OF LEDGEWOOD,INC. NEW JERSEY FASHION BUG OF LEESBURG, INC. VIRGINIA FASHION BUG OF LEETSDALE, INC. PENNSYLVANIA FASHION BUG OF LENOIR,INC. NORTH CAROLINA FASHION BUG OF LENOX SQUARE,INC. (2) GEORGIA FASHION BUG OF LEWISBURG,INC. PENNSYLVANIA FASHION BUG OF LEWISTON, INC. MAINE FASHION BUG OF LEWISTOWN,INC. (2) PENNSYLVANIA FASHION BUG OF LEXINGTON, INC. KENTUCKY FASHION BUG OF LIMA,INC. (2) OHIO FASHION BUG OF LINCOLN KNOLLS, INC. (2) OHIO FASHION BUG OF LINCOLN, INC. (2) ILLINOIS FASHION BUG OF LIVONIA,INC. MICHIGAN FASHION BUG OF LOCK HAVEN, INC. (2) PENNSYLVANIA FASHION BUG OF LOCKPORT,INC. NEW YORK FASHION BUG OF LOGAN, INC. WEST VIRGINIA FASHION BUG OF LONGMONT, INC. (2) COLORADO FASHION BUG OF LORAIN, INC. OHIO FASHION BUG OF LOUISVILLE, INC. KENTUCKY FASHION BUG OF LOWER BURRELL, INC. PENNSYLVANIA FASHION BUG OF LYNCHBURG, INC. VIRGINIA FASHION BUG OF LYNN, INC. MASSACHUSETTS FASHION BUG OF MACDADE,INC. PENNSYLVANIA FASHION BUG OF MANAHAWKIN, INC. NEW JERSEY FASHION BUG OF MANASSAS,INC. VIRGINIA FASHION BUG OF MANCHESTER, INC. (2) CONNECTICUT FASHION BUG OF MANCHESTER, N.H., INC. NEW HAMPSHIRE FASHION BUG OF MANSFIELD, INC. (2) OHIO FASHION BUG OF MAPLE HEIGHTS, INC. OHIO FASHION BUG OF MARQUETTE, INC. MICHIGAN FASHION BUG OF MARTIN PLAZA,INC. MARYLAND FASHION BUG OF MASON CITY,INC. IOWA FASHION BUG OF MASSILLON,INC. OHIO FASHION BUG OF MATTESON, INC. (2) ILLINOIS FASHION BUG OF MAULDIN,INC. SOUTH CAROLINA FASHION BUG OF MAYFAIR, INC. PENNSYLVANIA FASHION BUG OF MAYFIELD HEIGHTS, INC. OHIO FASHION BUG OF MCKEESPORT,INC. (2) PENNSYLVANIA FASHION BUG OF MEADVILLE,INC. PENNSYLVANIA FASHION BUG OF MEDFORD, INC. NEW JERSEY FASHION BUG OF MELROSE PARK, INC. (2) ILLINOIS FASHION BUG OF MERRILLVILLE,INC. INDIANA FASHION BUG OF MERRITT ISLAND, INC. FLORIDA FASHION BUG OF MICHIGAN CITY,INC. (2) INDIANA FASHION BUG OF MIDDLESBORO,INC. KENTUCKY FASHION BUG OF MIDDLETOWN PLAZA, INC. NEW JERSEY FASHION BUG OF MIDDLETOWN,INC. (2) OHIO FASHION BUG OF MIDLAND PLAZA,INC. MICHIGAN 5 FASHION BUG OF MIDWAY, INC. MINNESOTA FASHION BUG OF MOBILE, INC. ALABAMA FASHION BUG OF MONROE SHOPPING CENTER,INC. (2) MICHIGAN FASHION BUG OF MONROEVILLE, INC. PENNSYLVANIA FASHION BUG OF MONROEVILLE,INC. (2) PENNSYLVANIA FASHION BUG OF MONROE, INC. NORTH CAROLINA FASHION BUG OF MONTGOMERYVILLE, INC. PENNSYLVANIA FASHION BUG OF MONTGOMERY, INC. (2) ALABAMA FASHION BUG OF MONTPELIER, INC. VERMONT FASHION BUG OF MOORESTOWN MALL,INC. NEW JERSEY FASHION BUG OF MOOSIC,INC. PENNSYLVANIA FASHION BUG OF MOREHEAD,INC. KENTUCKY FASHION BUG OF MORGANTOWN,INC. WEST VIRGINIA FASHION BUG OF MORRIS COUNTY,INC. NEW JERSEY FASHION BUG OF MOUNT PLEASANT,INC. MICHIGAN FASHION BUG OF MOUNT VERNON, INC. ILLINOIS FASHION BUG OF MT. CLEMENS,INC. MICHIGAN FASHION BUG OF MUNDELEIN, INC. ILLINOIS FASHION BUG OF MURRAY, INC. KENTUCKY FASHION BUG OF MUSKEGON, INC. MICHIGAN FASHION BUG OF NANTICOKE,INC. PENNSYLVANIA FASHION BUG OF NASHVILLE, INC. TENNESSEE FASHION BUG OF NATRONA,INC. PENNSYLVANIA FASHION BUG OF NESHAMINY,INC. PENNSYLVANIA FASHION BUG OF NEW BRITIAN, INC. CONNECTICUT FASHION BUG OF NEW CASTLE,INC. PENNSYLVANIA FASHION BUG OF NEW HAVEN,INC. (1) (2) CONNECTICUT FASHION BUG OF NEW HOLLAND, INC. PENNSYLVANIA FASHION BUG OF NEW LONDON,INC. CONNECTICUT FASHION BUG OF NEW MARTINSVILLE,INC. (2) WEST VIRGINIA FASHION BUG OF NEW PHILADELPHIA,INC. OHIO FASHION BUG OF NEWARK, INC. (2) OHIO FASHION BUG OF NILES, INC. (2) OHIO FASHION BUG OF NORA, INC. (2) INDIANA FASHION BUG OF NORFOLK,INC. (2) VIRGINIA FASHION BUG OF NORMAL, INC. (2) ILLINOIS FASHION BUG OF NORTH ADAMS, INC. MASSACHUSETTS FASHION BUG OF NORTH AVENUE, INC. (2) ILLINOIS FASHION BUG OF NORTH BRUNSWICK, INC. NEW JERSEY FASHION BUG OF NORTH CARROLL,INC. (2) PENNSYLVANIA FASHION BUG OF NORTH CICERO,INC. ILLINOIS FASHION BUG OF NORTH EAST, INC. MARYLAND FASHION BUG OF NORTH MILWAUKEE, INC. (2) PENNSYLVANIA FASHION BUG OF NORTH PARK,INC. (2) KENTUCKY FASHION BUG OF NORTH POINT,INC. MARYLAND FASHION BUG OF NORTH TOWNE MALL, INC. ILLINOIS FASHION BUG OF NORTH VERSAILLES,INC. (2) PENNSYLVANIA FASHION BUG OF NORTHLAKE MALL,INC. GEORGIA FASHION BUG OF NORTHWEST PLAZA, INC. OHIO FASHION BUG OF NORWELL, INC. MASSACHUSETTS FASHION BUG OF NORWIN, INC. PENNSYLVANIA FASHION BUG OF NOVI, INC. MICHIGAN FASHION BUG OF N. ROANOKE,INC. VIRGINIA FASHION BUG OF OAK RIDGE,INC. TENNESSEE FASHION BUG OF OCALA,INC. (2) FLORIDA FASHION BUG OF OCOEE,INC. (2) FLORIDA FASHION BUG OF OIL CITY, INC. PENNSYLVANIA FASHION BUG OF OLD COLONY SQUARE,INC. NEW JERSEY FASHION BUG OF OLEAN,INC. NEW YORK FASHION BUG OF OPELIKA, INC. (2) ALABAMA FASHION BUG OF ORLAND PARK, INC. (2) ILLINOIS FASHION BUG OF OSHKOSH, INC. WISCONSIN FASHION BUG OF OTTAWA, INC. (2) ILLINOIS FASHION BUG OF OXON HILL, INC. MARYLAND FASHION BUG OF PADUCAH,INC. KENTUCKY FASHION BUG OF PAINTSVILLE,INC. KENTUCKY FASHION BUG OF PAKA PLAZA,INC. MICHIGAN FASHION BUG OF PALM HARBOR, INC. FLORIDA FASHION BUG OF PANAMA CITY,INC. FLORIDA FASHION BUG OF PARKERSBURG,INC. WEST VIRGINIA FASHION BUG OF PARKSIDE, INC. (2) MARYLAND FASHION BUG OF PARLIN,INC. (2) NEW JERSEY FASHION BUG OF PATCHOQUE,INC. NEW YORK FASHION BUG OF PELHAM,INC. (1) (2) NEW YORK FASHION BUG OF PENDLETON PIKE,INC. INDIANA FASHION BUG OF PENNSVILLE,INC. NEW JERSEY FASHION BUG OF PEORIA,INC. ILLINOIS FASHION BUG OF PERIMETER MALL,INC. (2) GEORGIA FASHION BUG OF PERRING,INC. MARYLAND FASHION BUG OF PETERSBURG, INC. (2) VIRGINIA 6 FASHION BUG OF PHILLIPSBURG, INC. NEW JERSEY FASHION BUG OF PIKEVILLE,INC. KENTUCKY FASHION BUG OF PIQUA, INC. (2) OHIO FASHION BUG OF PITTSTON,INC. PENNSYLVANIA FASHION BUG OF PLYMOUTH MEETING,INC. (2) PENNSYLVANIA FASHION BUG OF PONTIAC,INC. (2) MICHIGAN FASHION BUG OF PORTSMOUTH,INC. OHIO FASHION BUG OF POTTSVILLE,INC. PENNSYLVANIA FASHION BUG OF QUAKERTOWN,INC. (2) PENNSYLVANIA FASHION BUG OF QUEENS,INC. (2) NEW YORK FASHION BUG OF RACINE, INC. (2) WISCONSIN FASHION BUG OF RADCLIFF, INC. (2) KENTUCKY FASHION BUG OF RAVENSWOOD, INC. WEST VIRGINIA FASHION BUG OF RAYNHAM, INC. MASSACHUSETTS FASHION BUG OF READING MALL,INC. (2) PENNSYLVANIA FASHION BUG OF REDFORD, INC. (2) MICHIGAN FASHION BUG OF REISTERTOWN, INC. MARYLAND FASHION BUG OF REVERE, INC. MASSACHUSETTS FASHION BUG OF REYNOLDSBURG, INC. OHIO FASHION BUG OF RICHLAND, INC. (2) PENNSYLVANIA FASHION BUG OF RICHMOND IND, INC. (2) INDIANA FASHION BUG OF RICHMOND,INC. VIRGINIA FASHION BUG OF RICHMOND,VIRGINIA,INC. (2) VIRGINIA FASHION BUG OF RIDGE VILLAGE, INC. (2) COLORADO FASHION BUG OF RISING SUN, INC. PENNSYLVANIA FASHION BUG OF RIVERHEAD, INC. NEW YORK FASHION BUG OF RIVERSIDE SQUARE, INC. ILLINOIS FASHION BUG OF RIVERTOWNE COMMONS,INC. MARYLAND FASHION BUG OF ROANOKE RAPIDS, INC. NORTH CAROLINA FASHION BUG OF ROCKFORD, INC. ILLINOIS FASHION BUG OF ROGERS PLAZA, INC. MICHIGAN FASHION BUG OF ROME, INC. (2) GEORGIA FASHION BUG OF ROSWELL,INC. (2) GEORGIA FASHION BUG OF ROYAL OAK, INC. MICHIGAN FASHION BUG OF RUMFORD, INC. RHODE ISLAND FASHION BUG OF SAGINAW, INC. MICHIGAN FASHION BUG OF SALEM, INC. MASSACHUSETTS FASHION BUG OF SALISBURY, INC. (2) MARYLAND FASHION BUG OF SAUGUS,INC. MASSACHUSETTS FASHION BUG OF SAUGUS,INC. (2) MASSACHUSETTS FASHION BUG OF SAVANNAH, INC. GEORGIA FASHION BUG OF SCOTTSDALE, INC. (2) ILLINOIS FASHION BUG OF SCRANTON,INC. PENNSYLVANIA FASHION BUG OF SEAFORD,INC. DELAWARE FASHION BUG OF SECURITY, INC. MARYLAND FASHION BUG OF SEVERNA PARK,INC. (2) MARYLAND FASHION BUG OF SHADY BROOK,INC. TENNESSEE FASHION BUG OF SHARONVILLE,INC. OHIO FASHION BUG OF SHARON,INC. PENNSYLVANIA FASHION BUG OF SHIRLEY,INC. (2) NEW YORK FASHION BUG OF SMYRNA, INC. GEORGIA FASHION BUG OF SOLON, INC. OHIO FASHION BUG OF SOMERS POINT, INC. NEW JERSEY FASHION BUG OF SOMERSET, INC. (2) KENTUCKY FASHION BUG OF SOUTH BEND, INC. INDIANA FASHION BUG OF SOUTH FLINT, INC. MICHIGAN FASHION BUG OF SOUTH HILLS VILLAGE,INC. (2) PENNSYLVANIA FASHION BUG OF SOUTH PLAINFIELD,INC. NEW JERSEY FASHION BUG OF SOUTHFIELD, INC. MICHIGAN FASHION BUG OF SOUTHGATE PLAZA,INC. NEW HAMPSHIRE FASHION BUG OF SOUTHGATE, INC. MICHIGAN FASHION BUG OF SOUTHLAKE MALL,INC. (2) GEORGIA FASHION BUG OF SOUTHLAND,INC. (2) OHIO FASHION BUG OF SPEEDWAY SHOPPING CENTER, INC. INDIANA FASHION BUG OF SPOTSYLVANIA,INC. VIRGINIA FASHION BUG OF SPRINGFIELD PLAZA, INC. MASSACHUSETTS FASHION BUG OF SPRINGFIELD, INC. (2) PENNSYLVANIA FASHION BUG OF STATE COLLEGE,INC. PENNSYLVANIA FASHION BUG OF STATEN ISLAND,INC. NEW YORK FASHION BUG OF STRATFORD,INC. CONNECTICUT FASHION BUG OF STREAMWOOD, INC. ILLINOIS FASHION BUG OF STROUDSBURG,INC. PENNSYLVANIA FASHION BUG OF STRUTHERS, INC. OHIO FASHION BUG OF STURGIS, INC. MICHIGAN FASHION BUG OF ST. ALBANS,INC. WEST VIRGINIA FASHION BUG OF ST. CLAIR SHORES, INC. MICHIGAN FASHION BUG OF SUN RAY, INC. MINNESOTA FASHION BUG OF SUNBURY PLAZA, INC. PENNSYLVANIA FASHION BUG OF TALLAHASSEE MALL, INC. FLORIDA FASHION BUG OF TAYLOR, INC. MICHIGAN 7 FASHION BUG OF TECH PLAZA, INC. MICHIGAN FASHION BUG OF THE CITADEL, INC. (2) COLORADO FASHION BUG OF THE GALLERY, INC. PENNSYLVANIA FASHION BUG OF THE MARKET PLACE,INC. TENNESSEE FASHION BUG OF THE PALISADES OF BIRMINGHAM,INC. ALABAMA FASHION BUG OF THORNDALE, INC. PENNSYLVANIA FASHION BUG OF TIFFIN, INC. OHIO FASHION BUG OF TITUSVILLE,INC. FLORIDA FASHION BUG OF TOLEDO, INC. OHIO FASHION BUG OF TOMS RIVER, INC. NEW JERSEY FASHION BUG OF TOPSHAM, INC. MAINE FASHION BUG OF TOTOWA,INC. NEW JERSEY FASHION BUG OF TOWN & COUNTRY, INC. (2) OHIO FASHION BUG OF TOWNE MALL,INC. (2) KENTUCKY FASHION BUG OF TROY, INC. NEW YORK FASHION BUG OF TRUMBULL PLAZA, INC. OHIO FASHION BUG OF TUNKHANNOCK, INC. PENNSYLVANIA FASHION BUG OF TURNERSVILLE,INC. NEW JERSEY FASHION BUG OF UNIONTOWN, INC. PENNSYLVANIA FASHION BUG OF UNION, INC. NEW JERSEY FASHION BUG OF UNIVERSITY MALL,INC. OHIO FASHION BUG OF UNIVERSITY PLAZA, INC. TENNESSEE FASHION BUG OF UPPER ARLINGTON, INC. (2) OHIO FASHION BUG OF VALLEY PLAZA, INC. PENNSYLVANIA FASHION BUG OF VAN BUREN, INC. OHIO FASHION BUG OF VENTNOR,INC. (2) NEW JERSEY FASHION BUG OF VINELAND, INC. NEW JERSEY FASHION BUG OF VIRGINIA BEACH, INC. VIRGINIA FASHION BUG OF WALNUTPORT,INC. PENNSYLVANIA FASHION BUG OF WARREN PLAZA, INC. OHIO FASHION BUG OF WARRENTON,INC. VIRGINIA FASHION BUG OF WARREN, INC. PENNSYLVANIA FASHION BUG OF WARSAW, INC. INDIANA FASHION BUG OF WATERBURY, INC. CONNECTICUT FASHION BUG OF WATERWORKS,INC. PENNSYLVANIA FASHION BUG OF WAUKEGAN, INC. ILLINOIS FASHION BUG OF WAYNESBURG, INC. PENNSYLVANIA FASHION BUG OF WEBSTER,INC. MASSACHUSETTS FASHION BUG OF WEIRTON,INC. WEST VIRGINIA FASHION BUG OF WEST DEVON, INC. (2) ILLINOIS FASHION BUG OF WEST FRANKFORT, INC. ILLINOIS FASHION BUG OF WEST MANCHESTER, INC. PENNSYLVANIA FASHION BUG OF WEST MIFFLIN,INC. PENNSYLVANIA FASHION BUG OF WEST SPRINGFIELD, INC. (2) MASSACHUSETTS FASHION BUG OF WEST ST. PAUL, INC. MINNESOTA FASHION BUG OF WEST TOWN ,INC. (1) (2) PENNSYLVANIA FASHION BUG OF WEST TOWN, INC. (2) ILLINOIS FASHION BUG OF WESTERNPORT,INC. (2) MARYLAND FASHION BUG OF WESTMINSTER, INC. (2) COLORADO FASHION BUG OF WESTWOOD, INC. OHIO FASHION BUG OF WHARTON SQUARE,INC. PENNSYLVANIA FASHION BUG OF WHEATON,INC. (2) MICHIGAN FASHION BUG OF WHITMAN PLAZA, INC. PENNSYLVANIA FASHION BUG OF WILKES BARRE,INC. PENNSYLVANIA FASHION BUG OF WILLIAMSON, INC. KENTUCKY FASHION BUG OF WILLIAMSPORT, INC. PENNSYLVANIA FASHION BUG OF WILLIAMSTOWN,INC. NEW JERSEY FASHION BUG OF WILLINGBORO,INC. NEW JERSEY FASHION BUG OF WILMINGTON, INC. MASSACHUSETTS FASHION BUG OF WINSTON-SALEM, INC. NORTH CAROLINA FASHION BUG OF WISCONSIN RAPIDS, INC. WISCONSIN FASHION BUG OF WOODBRIDGE,INC. NEW JERSEY FASHION BUG OF WOODHAVEN,INC. (2) PENNSYLVANIA FASHION BUG OF WOODLYN, INC. PENNSYLVANIA FASHION BUG OF WOONSOCKET,INC. (2) RHODE ISLAND FASHION BUG OF WYNCOTE, INC. (2) PENNSYLVANIA FASHION BUG OF XENIA, INC. OHIO FASHION BUG OF YORKSHIRE PLAZA, INC. (2) ILLINOIS FASHION BUG OF YORK,INC. (2) PENNSYLVANIA FASHION BUG OF YOUNGSTOWN,INC. OHIO FASHION BUG OF ZANESVILLE, INC. OHIO FASHION BUG PLUS OF ADRIAN, INC. (2) MICHIGAN FASHION BUG PLUS OF AMERICAN MALL, INC. OHIO FASHION BUG PLUS OF ANN ARBOR, INC. (2) MICHIGAN FASHION BUG PLUS OF APPLETON, INC. WISCONSIN FASHION BUG PLUS OF ASHTABULA PLAZA,INC. (2) OHIO FASHION BUG PLUS OF AURORA, INC. (2) ILLINOIS FASHION BUG PLUS OF BALTIMORE, INC. MARYLAND FASHION BUG PLUS OF BARTOW, INC. (2) FLORIDA FASHION BUG PLUS OF BEAVER VALLEY, INC. (2) PENNSYLVANIA 8 FASHION BUG PLUS OF BECKLEY, INC. (2) WEST VIRGINIA FASHION BUG PLUS OF BELOIT,INC. WISCONSIN FASHION BUG PLUS OF BLOOMINGTON,INC. MINNESOTA FASHION BUG PLUS OF BRADFORD, INC. (2) PENNSYLVANIA FASHION BUG PLUS OF BRICKTOWN, INC. (2) NEW JERSEY FASHION BUG PLUS OF BRIDGEVILLE,INC. (2) PENNSYLVANIA FASHION BUG PLUS OF BUCKINGHAM SQUARE, INC. (2) COLORADO FASHION BUG PLUS OF CAPITAL HEIGHTS,INC. (2) MARYLAND FASHION BUG PLUS OF CAPITAL PLAZA,INC. (2) MARYLAND FASHION BUG PLUS OF CARLISLE,INC. (2) PENNSYLVANIA FASHION BUG PLUS OF CARROLLTON, INC. (2) MARYLAND FASHION BUG PLUS OF CENTERVILLE,INC. (2) OHIO FASHION BUG PLUS OF CHAMPAIGN,INC. (2) ILLINOIS FASHION BUG PLUS OF CHARLESTON, INC. WEST VIRGINIA FASHION BUG PLUS OF CINDERELLA CITY, INC. (2) COLORADO FASHION BUG PLUS OF CLARION, INC. (2) PENNSYLVANIA FASHION BUG PLUS OF CLEVELAND HEIGHTS, INC. (2) OHIO FASHION BUG PLUS OF CLEVELAND, INC. OHIO FASHION BUG PLUS OF COCOA,INC. (2) FLORIDA FASHION BUG PLUS OF COLLEGE PLAZA, INC. (2) OHIO FASHION BUG PLUS OF DEFIANCE,INC. (2) OHIO FASHION BUG PLUS OF DERBY,INC. (2) CONNECTICUT FASHION BUG PLUS OF DETROIT,INC. (2) MICHIGAN FASHION BUG PLUS OF DETROIT,INC. (1) (2) MICHIGAN FASHION BUG PLUS OF DUBOIS, INC. PENNSYLVANIA FASHION BUG PLUS OF DUNBAR, INC. (2) WEST VIRGINIA FASHION BUG PLUS OF EAU CLAIRE,INC. (2) WISCONSIN FASHION BUG PLUS OF EDGEWOOD, INC. (2) MARYLAND FASHION BUG PLUS OF ELKTON, INC. (2) MARYLAND FASHION BUG PLUS OF ELLWOOD CITY,INC. (2) PENNSYLVANIA FASHION BUG PLUS OF ERIE, INC. PENNSYLVANIA FASHION BUG PLUS OF ESSEXVILLE, INC. MICHIGAN FASHION BUG PLUS OF FAIRMONT,INC. (2) WEST VIRGINIA FASHION BUG PLUS OF FLINT,INC. MICHIGAN FASHION BUG PLUS OF FOND DU LAC, INC. (2) WISCONSIN FASHION BUG PLUS OF FORESTVILLE, INC. (2) MARYLAND FASHION BUG PLUS OF FORT LAUDERDALE,INC. (2) FLORIDA FASHION BUG PLUS OF FORT WAYNE, INC. (2) INDIANA FASHION BUG PLUS OF FREDERICK, INC. MARYLAND FASHION BUG PLUS OF GALESBURG, INC. (2) ILLINOIS FASHION BUG PLUS OF GRAFTON, INC. (2) WISCONSIN FASHION BUG PLUS OF GREENFIELD, INC. (2) WISCONSIN FASHION BUG PLUS OF HACKETTSTOWN, INC. (2) NEW JERSEY FASHION BUG PLUS OF HADLEY, INC. MASSACHUSETTS FASHION BUG PLUS OF HAGERSTOWN, INC. MARYLAND FASHION BUG PLUS OF HARRISBURG, INC. PENNSYLVANIA FASHION BUG PLUS OF HARVARD SQUARE, INC. (2) MICHIGAN FASHION BUG PLUS OF HAZARD,INC. (2) KENTUCKY FASHION BUG PLUS OF HAZLET,INC. (2) NEW JERSEY FASHION BUG PLUS OF HICKORY POINT, INC. (2) ILLINOIS FASHION BUG PLUS OF HIGHLAND RIDGE,INC. (2) OHIO FASHION BUG PLUS OF HOMEWOOD, INC. ILLINOIS FASHION BUG PLUS OF HUNT VALLEY, INC. MARYLAND FASHION BUG PLUS OF HUNTINGTON,INC. (2) NEW YORK FASHION BUG PLUS OF HUTCHINSON,INC. (2) MINNESOTA FASHION BUG PLUS OF HYATTSVILLE, INC. MARYLAND FASHION BUG PLUS OF JANESVILLE, INC. (2) WISCONSIN FASHION BUG PLUS OF LAKESIDE MALL, INC. (2) COLORADO FASHION BUG PLUS OF LANCASTER PLAZA, INC. PENNSYLVANIA FASHION BUG PLUS OF LANCASTER, INC. (2) OHIO FASHION BUG PLUS OF LAWNSIDE, INC. NEW JERSEY FASHION BUG PLUS OF LEO MALL, INC. (2) PENNSYLVANIA FASHION BUG PLUS OF LINCOLN MALL, INC. (2) RHODE ISLAND FASHION BUG PLUS OF LIVONIA MALL, INC. MICHIGAN FASHION BUG PLUS OF LIVONIA,INC. (2) MICHIGAN FASHION BUG PLUS OF MANASSAS, INC. VIRGINIA FASHION BUG PLUS OF MANCHESTER, INC. NEW HAMPSHIRE FASHION BUG PLUS OF MANITOWOC, INC. (2) WISCONSIN FASHION BUG PLUS OF MARION,INC. OHIO FASHION BUG PLUS OF MARION,IND.,INC. (2) INDIANA FASHION BUG PLUS OF MARTIN PLAZA, INC. MARYLAND FASHION BUG PLUS OF MEADVILLE, INC. PENNSYLVANIA FASHION BUG PLUS OF MELBOURNE, INC. (2) FLORIDA FASHION BUG PLUS OF MELROSE PARK,INC. ILLINOIS FASHION BUG PLUS OF MEMPHIS,INC. (2) TENNESSEE FASHION BUG PLUS OF MICHIGAN CITY, INC. INDIANA FASHION BUG PLUS OF MONROEVILLE, INC. PENNSYLVANIA FASHION BUG PLUS OF MT PLEASANT, INC. MICHIGAN FASHION BUG PLUS OF MT. GREENWOOD,INC. ILLINOIS FASHION BUG PLUS OF MUNCIE, INC. (2) INDIANA 9 FASHION BUG PLUS OF NATRONA HEIGHTS, INC. (2) PENNSYLVANIA FASHION BUG PLUS OF NEW BEDFORD,INC. (2) MASSACHUSETTS FASHION BUG PLUS OF NEW HAVEN,INC. (2) CONNECTICUT FASHION BUG PLUS OF NEW PHILADELPHIA,INC. (2) OHIO FASHION BUG PLUS OF NORTH CICERO,INC. (2) ILLINOIS FASHION BUG PLUS OF NORTH FT MYERS, INC. FLORIDA FASHION BUG PLUS OF NORTH VERSAILLES, INC. (2) PENNSYLVANIA FASHION BUG PLUS OF NORTHWEST PLAZA, INC. OHIO FASHION BUG PLUS OF ORLANDO, INC. FLORIDA FASHION BUG PLUS OF OWENSBORO,INC. ERR KENTUCKY FASHION BUG PLUS OF PEKIN, INC, ILLINOIS FASHION BUG PLUS OF PERU, INC. (2) ILLINOIS FASHION BUG PLUS OF PHILLIPSBURG, INC. (2) NEW JERSEY FASHION BUG PLUS OF PITTSFIELD,INC. MASSACHUSETTS FASHION BUG PLUS OF PITTSTON,INC. (2) PENNSYLVANIA FASHION BUG PLUS OF PONTIAC,INC. MICHIGAN FASHION BUG PLUS OF PORTSMOUTH, INC. (2) OHIO FASHION BUG PLUS OF RADCLIFF, INC. (2) KENTUCKY FASHION BUG PLUS OF RAINBOW CENTRE,INC. (2) NEW YORK FASHION BUG PLUS OF RANDOLPH, INC. (2) MASSACHUSETTS FASHION BUG PLUS OF ROCKLAND, INC. MASSACHUSETTS FASHION BUG PLUS OF ROSEVILLE, INC. (2) MICHIGAN FASHION BUG PLUS OF SANDUSKY, INC. (2) OHIO FASHION BUG PLUS OF SCRANTON, INC. (2) PENNSYLVANIA FASHION BUG PLUS OF SEAFORD,INC. (2) DELAWARE FASHION BUG PLUS OF SHARON HILL, INC. PENNSYLVANIA FASHION BUG PLUS OF SHARON, INC. (2) PENNSYLVANIA FASHION BUG PLUS OF SHEBOYGAN,INC. WISCONSIN FASHION BUG PLUS OF SKOKIE,INC. (2) ILLINOIS FASHION BUG PLUS OF SOUTH ATTLEBORO, INC. MASSACHUSETTS FASHION BUG PLUS OF SOUTH MALL,INC. (2) PENNSYLVANIA FASHION BUG PLUS OF SOUTH STREET, INC. (2) PENNSYLVANIA FASHION BUG PLUS OF SOUTHINGTON, INC. (2) CONNECTICUT FASHION BUG PLUS OF SPRINGFIELD,INC. (2) MASSACHUSETTS FASHION BUG PLUS OF ST AUGUSTINE, INC. (2) FLORIDA FASHION BUG PLUS OF ST CLAIRSVILLE, INC. (2) OHIO FASHION BUG PLUS OF STEVENS POINT,INC. (2) WISCONSIN FASHION BUG PLUS OF ST. ALBANS,INC. (2) WEST VIRGINIA FASHION BUG PLUS OF TECH PLAZA,INC. (2) MICHIGAN FASHION BUG PLUS OF THORNTON, INC. (2) COLORADO FASHION BUG PLUS OF TUNKHANNOCK,INC. (2) PENNSYLVANIA FASHION BUG PLUS OF TURFLAND MALL, INC. KENTUCKY FASHION BUG PLUS OF VILLAGE MALL, INC. MASSACHUSETTS FASHION BUG PLUS OF WALLKILL,INC. NEW YORK FASHION BUG PLUS OF WASHINGTON,INC. (2) PENNSYLVANIA FASHION BUG PLUS OF WASHINGTON,INC. (2) WASHINGTON, D.C. FASHION BUG PLUS OF WEST END MALL,INC. (2) GEORGIA FASHION BUG PLUS OF WESTWOOD PLAZA,INC. PENNSYLVANIA FASHION BUG PLUS OF WHITEHAVEN,INC. TENNESSEE FASHION BUG PLUS OF WILKES BARRE, INC. (2) PENNSYLVANIA FASHION BUG PLUS OF WORCESTER,INC. MASSACHUSETTS FASHION BUG PLUS OF YOUNGSTOWN,INC. (2) OHIO FASHION BUG PLUS PROMOTIONS,INC. (1) (2) PENNSYLVANIA FASHION BUG PLUS #8001,INC. (1) (2) NORTH DAKOTA FASHION BUG PLUS #8002,INC. (1) (2) SOUTH DAKOTA FASHION BUG PLUS #8003,INC. (1) (2) NEBRASKA FASHION BUG PLUS #8004,INC. (1) (2) NORTH CAROLINA FASHION BUG PLUS #8005,INC. NEW JERSEY FASHION BUG PLUS #8006,INC. (2) NEW JERSEY FASHION BUG PLUS #8007,INC. (2) PENNSYLVANIA FASHION BUG PLUS #8008,INC. (2) PENNSYLVANIA FASHION BUG PLUS #8009,INC. (2) MAINE FASHION BUG PLUS #8010 OF ROCKY POINT,INC. NEW YORK FASHION BUG PLUS #8011,INC. (2) NEW JERSEY FASHION BUG PLUS #8012,INC. (2) ILLINOIS FASHION BUG PLUS #8013,INC. (2) INDIANA FASHION BUG PLUS #8014,INC. PENNSYLVANIA FASHION BUG PLUS #8015 OF MEDFORD,INC. (1) (2) NEW YORK FASHION BUG PLUS #8016,INC. (2) MINNESOTA FASHION BUG PLUS #8017 OF RIVERHEAD,INC. NEW YORK FASHION BUG PLUS #8018 OF NORTH BABYLON,INC. NEW YORK FASHION BUG PLUS #8019,INC. PENNSYLVANIA FASHION BUG PLUS #8020,INC. (1) (2) INDIANA FASHION BUG PLUS #8021,INC. (2) FLORIDA FASHION BUG PLUS #8023,INC. VIRGINIA FASHION BUG PLUS #8024,INC. NEW JERSEY FASHION BUG PLUS #8025,INC. (2) IOWA FASHION BUG PLUS #8026,INC. MARYLAND FASHION BUG PLUS #8027,INC. (1) (2) OHIO FASHION BUG PLUS #8028,INC. CONNECTICUT 10 FASHION BUG PLUS #8029,INC. (2) MICHIGAN FASHION BUG PLUS #8030,INC. (2) MARYLAND FASHION BUG PLUS #8031,INC. (2) MICHIGAN FASHION BUG PLUS #8032,INC. (2) PENNSYLVANIA FASHION BUG PLUS #8033,INC. (1) (2) ILLINOIS FASHION BUG PLUS #8034,INC. PENNSYLVANIA FASHION BUG PLUS #8036,INC. (1) (2) NEW JERSEY FASHION BUG PLUS #8037,INC. (1) (2) NEW JERSEY FASHION BUG PLUS #8038,INC. MARYLAND FASHION BUG PLUS #8039,INC. (1) (2) OHIO FASHION BUG PLUS #8040,INC. PENNSYLVANIA FASHION BUG PLUS #811,INC. MICHIGAN FASHION BUG PLUS #818 OF AUBURN,INC. NEW YORK FASHION BUG PLUS #819,INC. (2) INDIANA FASHION BUG PLUS #824,INC. NEW JERSEY FASHION BUG PLUS #881,INC. MICHIGAN FASHION BUG PLUS #904, INC. FLORIDA FASHION BUG PLUS #932,INC. KENTUCKY FASHION BUG PLUS #941,INC. (2) NEW JERSEY FASHION BUG PLUS #942,INC. OHIO FASHION BUG PLUS #950,INC. (2) MINNESOTA FASHION BUG PLUS #952,INC. (1) (2) WISCONSIN FASHION BUG PLUS #954,INC. (2) KENTUCKY FASHION BUG PLUS #955 OF FLUSHING,INC. (1) (2) NEW YORK FASHION BUG PLUS #956,INC. (2) OHIO FASHION BUG PLUS #957,INC. PENNSYLVANIA FASHION BUG PLUS #958,INC. SOUTH DAKOTA FASHION BUG PLUS #960,INC. (2) IOWA FASHION BUG PLUS #961,INC. (1) (2) INDIANA FASHION BUG PLUS #962,INC. (2) WEST VIRGINIA FASHION BUG PLUS #963,INC. MICHIGAN FASHION BUG PLUS #964,INC. OHIO FASHION BUG PLUS #966,INC. WEST VIRGINIA FASHION BUG PLUS #968,INC. (2) MICHIGAN FASHION BUG PLUS #969,INC. (2) MINNESOTA FASHION BUG PLUS #970,INC. GEORGIA FASHION BUG PLUS #971,INC. NEW JERSEY FASHION BUG PLUS #972,INC. (2) ILLINOIS FASHION BUG PLUS #973,INC. (2) WISCONSIN FASHION BUG PLUS #974 OF E. ROCHESTER,INC. (2) NEW YORK FASHION BUG PLUS #975 OF HORSEHEADS,INC. NEW YORK FASHION BUG PLUS #976,INC. WISCONSIN FASHION BUG PLUS #977,INC. (2) CONNECTICUT FASHION BUG PLUS #978,INC. (2) MINNESOTA FASHION BUG PLUS #979,INC. MISSOURI FASHION BUG PLUS #980,INC. MAINE FASHION BUG PLUS #981,INC. PENNSYLVANIA FASHION BUG PLUS #982,INC. (2) KENTUCKY FASHION BUG PLUS #983,INC. (2) NEW JERSEY FASHION BUG PLUS #984,INC. (2) IOWA FASHION BUG PLUS #985,INC. MINNESOTA FASHION BUG PLUS #986,INC. (2) SOUTH DAKOTA FASHION BUG PLUS #987,INC. PENNSYLVANIA FASHION BUG PLUS #990,INC. (2) MARYLAND FASHION BUG PLUS #991,INC. IOWA FASHION BUG PLUS #992,INC. (2) INDIANA FASHION BUG PLUS #993,INC. (1) (2) NEW JERSEY FASHION BUG #108,INC. MICHIGAN FASHION BUG #123,INC. (2) NEW JERSEY FASHION BUG #131,INC. (2) OHIO FASHION BUG #138,INC. (1) (2) INDIANA FASHION BUG #139,INC. (1) (2) INDIANA FASHION BUG #141,INC. NEW JERSEY FASHION BUG #142,INC. (2) VIRGINIA FASHION BUG #142,INC.(RE-OPENED DUE TO TORNATO) VIRGINIA FASHION BUG #144,INC. (1) (2) INDIANA FASHION BUG #149,INC. OHIO FASHION BUG #157,INC. OHIO FASHION BUG #168,INC. (1) (2) INDIANA FASHION BUG #2002 OF FISHKILL,INC. (2) NEW YORK FASHION BUG #2003,INC. OHIO FASHION BUG #2004,INC. MICHIGAN FASHION BUG #2005,INC. MICHIGAN FASHION BUG #2006,INC. KENTUCKY FASHION BUG #2007,INC. (1) (2) LOUISIANA FASHION BUG #2008,INC. PENNSYLVANIA FASHION BUG #2009,INC. PENNSYLVANIA FASHION BUG #2010,INC. MICHIGAN FASHION BUG #2011,INC. MARYLAND FASHION BUG #2012,INC. (1) (2) DELAWARE 11 FASHION BUG #2014,INC. MICHIGAN FASHION BUG #2015,INC. INDIANA FASHION BUG #2017,INC. (1) (2) OKLAHOMA FASHION BUG #2018,INC. MICHIGAN FASHION BUG #2019,INC. NORTH DAKOTA FASHION BUG #2020,INC. VIRGINIA FASHION BUG #2021,INC. OHIO FASHION BUG #2022,INC. INDIANA FASHION BUG #2023,INC. PENNSYLVANIA FASHION BUG #2024,INC. MASSACHUSETTS FASHION BUG #2026,INC. PENNSYLVANIA FASHION BUG #2027,INC. NEBRASKA FASHION BUG #2028,INC. GEORGIA FASHION BUG #2029,INC. NEW HAMPSHIRE FASHION BUG #2030,INC. PENNSYLVANIA FASHION BUG #2031,INC. KANSAS FASHION BUG #2032,INC. MICHIGAN FASHION BUG #2033,INC. (1) (2) DELAWARE FASHION BUG #2034,INC. MISSOURI FASHION BUG #2035,INC. MASSACHUSETTS FASHION BUG #2036,INC. OHIO FASHION BUG #2037,INC. MICHIGAN FASHION BUG #2038,INC. (1) (2) KENTUCKY FASHION BUG #2038,INC. (1) (2) ALABAMA FASHION BUG #2039,INC. OHIO FASHION BUG #2040,INC. (1) (2) KENTUCKY FASHION BUG #2040,INC. (1) (2) OHIO FASHION BUG #2042,INC. (1) (2) NORTH DAKOTA FASHION BUG #2043,INC. INDIANA FASHION BUG #2044,INC. NORTH CAROLINA FASHION BUG #2045 OF EAST GREENBUSH,INC. NEW YORK FASHION BUG #2046 OF ONONDAGA PLAZA,INC. NEW YORK FASHION BUG #2047,INC. MASSACHUSETTS FASHION BUG #2048,INC. KENTUCKY FASHION BUG #2049,INC. MARYLAND FASHION BUG #204,INC. (2) MICHIGAN FASHION BUG #2050 OF MASSENA,INC. NEW YORK FASHION BUG #2051,INC. ILLINOIS FASHION BUG #2052,INC. MINNESOTA FASHION BUG #2053,INC. MISSOURI FASHION BUG #2054,INC. OHIO FASHION BUG #2055,INC. (1) (2) MASSACHUSETTS FASHION BUG #2055,INC. (1) (2) NORTH CAROLINA FASHION BUG #2056,INC. (1) (2) ALABAMA FASHION BUG #2056,INC. (1) (2) OHIO FASHION BUG #2057,INC. CONNECTICUT FASHION BUG #2058,INC. MASSACHUSETTS FASHION BUG #2059,INC. (1) (2) NEW JERSEY FASHION BUG #2060,INC. MINNESOTA FASHION BUG #2061,INC. (1) (2) DELAWARE FASHION BUG #2062 OF RONKONKOMA,INC. (1) (2) NEW YORK FASHION BUG #2063,INC. KANSAS FASHION BUG #2064,INC. (1) (2) KENTUCKY FASHION BUG #2064,INC. OHIO FASHION BUG #2065,INC. GEORGIA FASHION BUG #2066,INC. (2) GEORGIA FASHION BUG #2067,INC. TENNESSEE FASHION BUG #2068,INC. MAINE FASHION BUG #2069,INC. ARKANSAS FASHION BUG #2070 OF BROOKLYN,INC. NEW YORK FASHION BUG #2071 OF FREEPORT,INC. NEW YORK FASHION BUG #2072 OF ISLANDIA,INC. NEW YORK FASHION BUG #2073,INC. MARYLAND FASHION BUG #2074,INC. KENTUCKY FASHION BUG #2075,INC. ILLINOIS FASHION BUG #2076,INC. ILLINOIS FASHION BUG #2077,INC. MICHIGAN FASHION BUG #2078,INC. MICHIGAN FASHION BUG #2079,INC, OHIO FASHION BUG #2080,INC. OHIO FASHION BUG #2081 OF OGDENSBURG,INC. NEW YORK FASHION BUG #2082,INC. NEW JERSEY FASHION BUG #2083,INC. GEORGIA FASHION BUG #2084,INC. OHIO FASHION BUG #2085,INC. KANSAS FASHION BUG #2086,INC. ILLINOIS FASHION BUG #2087,INC. (2) MICHIGAN FASHION BUG #2088,INC. CONNECTICUT FASHION BUG #2089,INC. TENNESSEE FASHION BUG #2090,INC. FLORIDA 12 FASHION BUG #2091,INC. FLORIDA FASHION BUG #2092,INC. WISCONSIN FASHION BUG #2093,INC. ILLINOIS FASHION BUG #2094,INC. ILLINOIS FASHION BUG #2095,INC. OHIO FASHION BUG #2096,INC. MICHIGAN FASHION BUG #2097,INC. NEW JERSEY FASHION BUG #2099,INC. FLORIDA FASHION BUG #2100 OF BATAVIA,INC. NEW YORK FASHION BUG #2101,INC. (1) (2) PENNSYLVANIA FASHION BUG #2102,INC. WASHINGTON FASHION BUG #2103,INC. WASHINGTON FASHION BUG #2104,INC. (1) (2) MICHIGAN FASHION BUG #2105,INC. NEW HAMPSHIRE FASHION BUG #2106 OF DEPEW,INC. NEW YORK FASHION BUG #2107,INC. (2) OHIO FASHION BUG #2108,INC. (2) MICHIGAN FASHION BUG #2109,INC. GEORGIA FASHION BUG #210,INC. (1) (2) KENTUCKY FASHION BUG #2110,INC. (1) (2) NEW JERSEY FASHION BUG #2111,INC. NEW JERSEY FASHION BUG #2112,INC. FLORIDA FASHION BUG #2113,INC. GEORGIA FASHION BUG #2114,INC. MISSOURI FASHION BUG #2115,INC. WISCONSIN FASHION BUG #2116,INC. FLORIDA FASHION BUG #2117,INC. (1) (2) OHIO FASHION BUG #2117,INC. (1) (2) NEW JERSEY FASHION BUG #2118 OF NEWBURGH,INC. NEW YORK FASHION BUG #2119,INC. OHIO FASHION BUG #211,INC. (1) (2) MINNESOTA FASHION BUG #2120,INC. OHIO FASHION BUG #2121,INC. INDIANA FASHION BUG #2122,INC. WASHINGTON FASHION BUG #2123,INC. VIRGINIA FASHION BUG #2124,INC. PENNSYLVANIA FASHION BUG #2125,INC. WASHINGTON FASHION BUG #2126,INC. MICHIGAN FASHION BUG #2127,INC. MICHIGAN FASHION BUG #2128,INC. CONNECTICUT FASHION BUG #2129,INC. OHIO FASHION BUG #2130,INC. ILLINOIS FASHION BUG #2131,INC. WISCONSIN FASHION BUG #2132,INC. MISSOURI FASHION BUG #2133,INC. WISCONSIN FASHION BUG #2134,INC. ILLINOIS FASHION BUG #2135,INC. VERMONT FASHION BUG #2136,INC. (1) (2) FLORIDA FASHION BUG #2137,INC. INDIANA FASHION BUG #2138,INC. OHIO FASHION BUG #2139,INC. OREGON FASHION BUG #2140,INC. VIRGINIA FASHION BUG #2141,INC. MICHIGAN FASHION BUG #2142,INC. CONNECTICUT FASHION BUG #2143,INC. NEBRASKA FASHION BUG #2144,INC. VIRGINIA FASHION BUG #2145,INC. MICHIGAN FASHION BUG #2146,INC. WISCONSIN FASHION BUG #2147,INC. WISCONSIN FASHION BUG #2148,INC. WISCONSIN FASHION BUG #2149,INC. MASSACHUSETTS FASHION BUG #2150,INC. NEW HAMPSHIRE FASHION BUG #2151,INC. NEW HAMPSHIRE FASHION BUG #2152,INC. VIRGINIA FASHION BUG #2153,INC. TENNESSEE FASHION BUG #2154,INC. WISCONSIN FASHION BUG #2155,INC. OHIO FASHION BUG #2156,INC. RHODE ISLAND FASHION BUG #2157 OF ONEIDA,INC. NEW YORK FASHION BUG #2158,INC. MISSOURI FASHION BUG #2159,INC. FLORIDA FASHION BUG #2160,INC. WISCONSIN FASHION BUG #2161,INC. (1) (2) NEBRASKA FASHION BUG #2162,INC. NORTH CAROLINA FASHION BUG #2163,INC. NORTH CAROLINA FASHION BUG #2164,INC. FLORIDA FASHION BUG #2165,INC. FLORIDA FASHION BUG #2166,INC. IOWA FASHION BUG #2167,INC. (1) (2) WASHINGTON FASHION BUG #2168,INC. WASHINGTON 13 FASHION BUG #2169,INC. WASHINGTON FASHION BUG #2170,INC. WASHINGTON FASHION BUG #2171,INC. PENNSYLVANIA FASHION BUG #2172,INC. KENTUCKY FASHION BUG #2173,INC. INDIANA FASHION BUG #2174,INC. MICHIGAN FASHION BUG #2175,INC. CALIFORNIA FASHION BUG #2176,INC. PENNSYLVANIA FASHION BUG #2177,INC. PENNSYLVANIA FASHION BUG #2180,INC. FLORIDA FASHION BUG #2181,INC. CALIFORNIA FASHION BUG #2182,INC. CALIFORNIA FASHION BUG #2183,INC. OHIO FASHION BUG #2184 of WEBSTER,INC. NEW YORK FASHION BUG #2185,INC. OHIO FASHION BUG #2186,INC. OREGON FASHION BUG #2187,INC. MINNESOTA FASHION BUG #2188,INC. MINNESOTA FASHION BUG #2189,INC. INDIANA FASHION BUG #2190,INC. WISCONSIN FASHION BUG #2191,INC. PENNSYLVANIA FASHION BUG #2192,INC. OHIO FASHION BUG #2193,INC. MASSACHUSETTS FASHION BUG #2194,INC. WISCONSIN FASHION BUG #2195,INC. WEST VIRGINIA FASHION BUG #2196 OF NEWARK,INC. NEW YORK FASHION BUG #2197,INC. OHIO FASHION BUG #2198,INC. INDIANA FASHION BUG #2199,INC. MARYLAND FASHION BUG #2200,INC. OREGON FASHION BUG #2201,INC. WASHINGTON FASHION BUG #2202,INC. CALIFORNIA FASHION BUG #2203,INC. MAINE FASHION BUG #2204 OF HORNELL, INC. (1) (2) NEW YORK FASHION BUG #2204,INC. (1) (2) WISCONSIN FASHION BUG #2205,INC. (1) (2) MINNESOTA FASHION BUG #2206,INC. NEW HAMPSHIRE FASHION BUG #2207,INC. VIRGINIA FASHION BUG #2208,INC. VIRGINIA FASHION BUG #2209,INC. ILLINOIS FASHION BUG #2210 OF KINGSTON,INC. NEW YORK FASHION BUG #2211,INC. MARYLAND FASHION BUG #2212,INC. WISCONSIN FASHION BUG #2213,INC. FLORIDA FASHION BUG #2214,INC. MINNESOTA FASHION BUG #2215,INC. (1) (2) MASSACHUSETTS FASHION BUG #2215,INC. FLORIDA FASHION BUG #2216,INC. CALIFORNIA FASHION BUG #2217,INC. IDAHO FASHION BUG #2218,INC. MINNESOTA FASHION BUG #2219,INC. WASHINGTON FASHION BUG #2220,INC. OHIO FASHION BUG #2221,INC. OHIO FASHION BUG #2222,INC. KENTUCKY FASHION BUG #2223,INC. IDAHO FASHION BUG #2224,INC. WASHINGTON FASHION BUG #2225,INC. VERMONT FASHION BUG #2226,INC. MICHIGAN FASHION BUG #2227,INC. MICHIGAN FASHION BUG #2228,INC. WISCONSIN FASHION BUG #2229,INC. MICHIGAN FASHION BUG #2230,INC. MICHIGAN FASHION BUG #2231,INC. MICHIGAN FASHION BUG #2232,INC. MICHIGAN FASHION BUG #2233,INC. MAINE FASHION BUG #2234,INC. MASSACHUSETTS FASHION BUG #2235,INC. INDIANA FASHION BUG #2236,INC. MINNESOTA FASHION BUG #2237,INC. PENNSYLVANIA FASHION BUG #2238,INC. MASSACHUSETTS FASHION BUG #2239,INC. OREGON FASHION BUG #2240,INC. IDAHO FASHION BUG #2241,INC. (2) IDAHO FASHION BUG #2242,INC. PENNSYLVANIA FASHION BUG #2243,INC. WASHINGTON FASHION BUG #2244 OF CANANDAIGUA,INC. NEW YORK FASHION BUG #2245,INC. MARYLAND FASHION BUG #2246,INC. MARYLAND FASHION BUG #2247,INC. OHIO FASHION BUG #2248,INC. MINNESOTA 14 FASHION BUG #2249,INC. OHIO FASHION BUG #2250,INC. OHIO FASHION BUG #2251,INC. CALIFORNIA FASHION BUG #2252 OF BAYSHORE,INC. NEW YORK FASHION BUG #2253,INC. CALIFORNIA FASHION BUG #2254,INC. WISCONSIN FASHION BUG #2255,INC. MARYLAND FASHION BUG #2256,INC. CALIFORNIA FASHION BUG #2257,INC. ILLINOIS FASHION BUG #2258,INC. ILLINOIS FASHION BUG #2259,INC. ILLINOIS FASHION BUG #2260,INC. ILLINOIS FASHION BUG #2261,INC. (1) (2) MARYLAND FASHION BUG #2262,INC. WEST VIRGINIA FASHION BUG #2263,INC. INDIANA FASHION BUG #2264,INC. OHIO FASHION BUG #2265 OF STATEN ISLAND,INC. (1) (2) NEW YORK FASHION BUG #2266,INC. ILLINOIS FASHION BUG #2268,INC. CALIFORNIA FASHION BUG #2269 OF PLATTSBURGH,INC. (2) NEW YORK FASHION BUG #2270,INC. OREGON FASHION BUG #2271,INC. (1) (2) TEXAS FASHION BUG #2272,INC. (1) (2) TEXAS FASHION BUG #2273,INC. (1) (2) TEXAS FASHION BUG #2274,INC. CALIFORNIA FASHION BUG #2275,INC. MICHIGAN FASHION BUG #2276,INC. MICHIGAN FASHION BUG #2277,INC. (1) (2) VIRGINIA FASHION BUG #2278,INC. NORTH CAROLINA FASHION BUG #2279,INC. (1) (2) OHIO FASHION BUG #2279,INC. WISCONSIN FASHION BUG #2280,INC. WISCONSIN FASHION BUG #2281,INC. OHIO FASHION BUG #2282,INC. ILLINOIS FASHION BUG #2283,INC. OHIO FASHION BUG #2284,INC. OHIO FASHION BUG #2285,INC. CALIFORNIA FASHION BUG #2286,INC. WISCONSIN FASHION BUG #2287,INC. (1) (2) WISCONSIN FASHION BUG #2288,INC. WASHINGTON FASHION BUG #2289 OF GARDEN CITY,INC. NEW YORK FASHION BUG #2290,INC. RHODE ISLAND FASHION BUG #2291,INC. INDIANA FASHION BUG #2292,INC. MICHIGAN FASHION BUG #2293,INC. OHIO FASHION BUG #2295,INC. WISCONSIN FASHION BUG #2296,INC. (1) (2) MASSACHUSETTS FASHION BUG #2297,INC. MICHIGAN FASHION BUG #2298,INC. (1) (2) WEST VIRGINIA FASHION BUG #2299,INC. (1) (2) WEST VIRGINIA FASHION BUG #229,INC. (2) MARYLAND FASHION BUG #2300,INC. FLORIDA FASHION BUG #2301,INC. FLORIDA FASHION BUG #2302,INC. NORTH CAROLINA FASHION BUG #2303,INC. (1) (2) NEW JERSEY FASHION BUG #2304,INC. VIRGINIA FASHION BUG #2305,INC. PENNSYLVANIA FASHION BUG #2306,INC. CALIFORNIA FASHION BUG #2308,INC. MICHIGAN FASHION BUG #2309,INC. INDIANA FASHION BUG #2310,INC. (1) (2) CALIFORNIA FASHION BUG #2311,INC. GEORGIA FASHION BUG #2313,INC. WASHINGTON FASHION BUG #2314,INC. INDIANA FASHION BUG #2315,INC. WISCONSIN FASHION BUG #2316,INC. VIRGINIA FASHION BUG #2317,INC. (2) PENNSYLVANIA FASHION BUG #2318,INC. DELAWARE FASHION BUG #2320,INC. TENNESSEE FASHION BUG #2321,INC. CALIFORNIA FASHION BUG #2322,INC. MAINE FASHION BUG #2323,INC. CALIFORNIA FASHION BUG #2324,INC. CALIFORNIA FASHION BUG #2325,INC. MICHIGAN FASHION BUG #2326,INC. PENNSYLVANIA FASHION BUG #2327,INC. (1) (2) KENTUCKY FASHION BUG #2328,INC. MINNESOTA FASHION BUG #2329,INC. CALIFORNIA FASHION BUG #2330,INC. PENNSYLVANIA FASHION BUG #2331,INC. VERMONT 15 FASHION BUG #2332,INC. VIRGINIA FASHION BUG #2333,INC. FLORIDA FASHION BUG #2334,INC. CALIFORNIA FASHION BUG #2335,INC. CALIFORNIA FASHION BUG #2336,INC. CALIFORNIA FASHION BUG #2337,INC. OHIO FASHION BUG #2338,INC. WISCONSIN FASHION BUG #2339,INC. RHODE ISLAND FASHION BUG #2340,INC. MICHIGAN FASHION BUG #2341,INC. (2) MICHIGAN FASHION BUG #2342 OF LONG ISLAND CITY,INC. NEW YORK FASHION BUG #2343,INC. WISCONSIN FASHION BUG #2344,INC. FLORIDA FASHION BUG #2345,INC. PENNSYLVANIA FASHION BUG #2346,INC. CONNECTICUT FASHION BUG #2347,INC. NEW HAMPSHIRE FASHION BUG #2348,INC. WASHINGTON FASHION BUG #2349,INC. INDIANA FASHION BUG #2350,INC. NEW HAMPSHIRE FASHION BUG #2351,INC. MINNESOTA FASHION BUG #2352,INC. WEST VIRGINIA FASHION BUG #2353,INC. MICHIGAN FASHION BUG #2354,INC. CALIFORNIA FASHION BUG #2355,INC. PENNSYLVANIA FASHION BUG #2356,INC. GEORGIA FASHION BUG #2357,INC. MICHIGAN FASHION BUG #2358,INC. MAINE FASHION BUG #2359,INC. PENNSYLVANIA FASHION BUG #2360,INC. PENNSYLVANIA FASHION BUG #2361,INC. (1) (2) NEW JERSEY FASHION BUG #2362,INC. PENNSYLVANIA FASHION BUG #2363,INC. FLORIDA FASHION BUG #2364, OF NORTH TONAWANDA,INC. NEW YORK FASHION BUG #2365,INC. CALIFORNIA FASHION BUG #2366,INC. NEVADA FASHION BUG #2367,INC. (1) (2) NEW JERSEY FASHION BUG #2368,INC. OHIO FASHION BUG #2369,INC. SOUTH CAROLINA FASHION BUG #2370 OF MALONE,INC. NEW YORK FASHION BUG #2371 OF POUGHKEEPSIE,INC. NEW YORK FASHION BUG #2372,INC. (1) (2) CALIFORNIA FASHION BUG #2373,INC. MAINE FASHION BUG #2374,INC. WISCONSIN FASHION BUG #2375,INC. (1) (2) ILLINOIS FASHION BUG #2376,INC. ILLINOIS FASHION BUG #2377,INC. NEW HAMPSHIRE FASHION BUG #2378,INC. NEVADA FASHION BUG #2379,INC. MASSACHUSETTS FASHION BUG #2380,INC. NORTH CAROLINA FASHION BUG #2381,INC. (1) (2) CALIFORNIA FASHION BUG #2382,INC. TENNESSEE FASHION BUG #2383,INC. WISCONSIN FASHION BUG #2384 OF ROCHESTER,INC. NEW YORK FASHION BUG #2385,INC. MAINE FASHION BUG #2386 OF BROOKLYN,INC. NEW YORK FASHION BUG #2387,INC. PENNSYLVANIA FASHION BUG #2388,INC. OREGON FASHION BUG #2389,INC. (1) (2) PENNSYLVANIA FASHION BUG #2390,INC. NORTH DAKOTA FASHION BUG #2391,INC. VIRGINIA FASHION BUG #2392,INC. NEW JERSEY FASHION BUG #2393,INC. VERMONT FASHION BUG #2394,INC. INDIANA FASHION BUG #2395,INC. MARYLAND FASHION BUG #2396 OF BIG FLATS,INC. NEW YORK FASHION BUG #2397,INC. CONNECTICUT FASHION BUG #2398,INC. NEW HAMPSHIRE FASHION BUG #2399,INC. MICHIGAN FASHION BUG #2400,INC. (1) (2) CALIFORNIA FASHION BUG #2401,INC. (1) (2) CALIFORNIA FASHION BUG #2402,INC. CALIFORNIA FASHION BUG #2403,INC. CONNECTICUT FASHION BUG #2404,INC. MARYLAND FASHION BUG #2405,INC. NORTH CAROLINA FASHION BUG #2406,INC. MISSOURI FASHION BUG #2407,INC. NEW HAMPSHIRE FASHION BUG #2408 OF BRUNSWICK,INC. (1) (2) NEW YORK FASHION BUG #2409,INC. PENNSYLVANIA FASHION BUG #2410,INC. (1) (2) VIRGINIA FASHION BUG #2411,INC. MASSACHUSETTS 16 FASHION BUG #2412,INC. MASSACHUSETTS FASHION BUG #2413,INC. CONNECTICUT FASHION BUG #2414,INC. GEORGIA FASHION BUG #2415,INC. PENNSYLVANIA FASHION BUG #2416,INC. MASSACHUSETTS FASHION BUG #2417,INC. (1) (2) MARYLAND FASHION BUG #2418,INC. SOUTH CAROLINA FASHION BUG #2419,INC. NEW JERSEY FASHION BUG #2420,INC. MISSOURI FASHION BUG #2421,INC. NEVADA FASHION BUG #2422,INC. WASHINGTON FASHION BUG #2423,INC. MASSACHUSETTS FASHION BUG #2424,INC. MINNESOTA FASHION BUG #2425,INC. CONNECTICUT FASHION BUG #2426 OF EAST AURORA,INC. NEW YORK FASHION BUG #2427 OF GLENS FALLS,INC. (1) (2) NEW YORK FASHION BUG #2428,INC. (1) (2) KENTUCKY FASHION BUG #2429,INC. INDIANA FASHION BUG #2430,INC. MINNESOTA FASHION BUG #2431,INC. SOUTH DAKOTA FASHION BUG #2432,INC. PENNSYLVANIA FASHION BUG #2433,INC. FLORIDA FASHION BUG #2434,INC. NORTH CAROLINA FASHION BUG #2435,INC. OHIO FASHION BUG #2436,INC. MAINE FASHION BUG #2437,INC. PENNSYLVANIA FASHION BUG #2438,INC. MASSACHUSETTS FASHION BUG #2439,INC. MASSACHUSETTS FASHION BUG #2440,INC. PENNSYLVANIA FASHION BUG #2441,INC. CALIFORNIA FASHION BUG #2442,INC. CALIFORNIA FASHION BUG #2443,INC. MINNESOTA FASHION BUG #2444,INC. MINNESOTA FASHION BUG #2445,INC. SOUTH DAKOTA FASHION BUG #2446,INC. PENNSYLVANIA FASHION BUG #2447,INC. (1) (2) MAINE FASHION BUG #2448,INC. OHIO FASHION BUG #2449,INC. NEVADA FASHION BUG #2450,INC. ALABAMA FASHION BUG #2451,INC. (1) (2) ALABAMA FASHION BUG #2452,INC. CONNECTICUT FASHION BUG #2453,INC. MASSACHUSETTS FASHION BUG #2454 OF SCHENECTADY,INC. NEW YORK FASHION BUG #2455 OF WILTON,INC. NEW YORK FASHION BUG #2456,INC. WASHINGTON FASHION BUG #2457,INC. VIRGINIA FASHION BUG #2458,INC. NEW HAMPSHIRE FASHION BUG #2459,INC. MICHIGAN FASHION BUG #2460,INC. MASSACHUSETTS FASHION BUG #2461,INC. (1) (2) SOUTH CAROLINA FASHION BUG #2461,INC. SOUTH CAROLINA FASHION BUG #2462,INC. OREGON FASHION BUG #2463,INC. (1) (2) VIRGINIA FASHION BUG #2464,INC. WISCONSIN FASHION BUG #2466,INC. PENNSYLVANIA FASHION BUG #2467,INC. KENTUCKY FASHION BUG #2468 OF BATH,INC. NEW YORK FASHION BUG #2469,INC. (1) (2) INDIANA FASHION BUG #2470 OF BINGHAMPTON,INC. NEW YORK FASHION BUG #2471,INC. MASSACHUSETTS FASHION BUG #2472,INC. CONNECTICUT FASHION BUG #2473,INC. MICHIGAN FASHION BUG #2474,INC. OHIO FASHION BUG #2475,INC. MINNESOTA FASHION BUG #2476 OF MIDDLE ISLAND,INC. NEW YORK FASHION BUG #2477,INC. MICHIGAN FASHION BUG #2478,INC. GEORGIA FASHION BUG #2479,INC. IOWA FASHION BUG #2480,INC. MINNESOTA FASHION BUG #2482,INC. IOWA FASHION BUG #2483,INC. PENNSYLVANIA FASHION BUG #2484,INC. WASHINGTON FASHION BUG #2485,INC. MARYLAND FASHION BUG #2486,INC. IOWA FASHION BUG #2487,INC. INDIANA FASHION BUG #2488,INC. MINNESOTA FASHION BUG #2489,INC. MINNESOTA FASHION BUG #2490 OF NEW HARTFORD,INC. (1) (2) NEW YORK FASHION BUG #2491,INC. MICHIGAN FASHION BUG #2492,INC. PENNSYLVANIA 17 FASHION BUG #2493,INC. WISCONSIN FASHION BUG #2494,INC. MINNESOTA FASHION BUG #2495 OF IRONDEQUIOT,INC. NEW YORK FASHION BUG #2496,INC. MASSACHUSETTS FASHION BUG #2497,INC. MASSACHUSETTS FASHION BUG #2498,INC. (1) (2) CALIFORNIA FASHION BUG #2499,INC. (1) (2) NEVADA FASHION BUG #2500,INC. NEBRASKA FASHION BUG #2501,INC. MICHIGAN FASHION BUG #2502,INC. WISCONSIN FASHION BUG #2503,INC. ILLINOIS FASHION BUG #2504,INC. VIRGINIA FASHION BUG #2505 OF HUDSON,INC. (1) (2) NEW YORK FASHION BUG #2506,INC. IDAHO FASHION BUG #2507,INC. (1) (2) PENNSYLVANIA FASHION BUG #2508,INC. MISSOURI FASHION BUG #2509,INC. (1) (2) NEW JERSEY FASHION BUG #2510,INC. OHIO FASHION BUG #2511,INC. INDIANA FASHION BUG #2512,INC. NEW HAMPSHIRE FASHION BUG #2513,INC. MAINE FASHION BUG #2514,INC. PENNSYLVANIA FASHION BUG #2515,INC. (1) (2) SOUTH CAROLINA FASHION BUG #2516,INC. NEW JERSEY FASHION BUG #2517,INC. (1) (2) CONNECTICUT FASHION BUG #2518,INC. NEW HAMPSHIRE FASHION BUG #2519 OF FULTON,INC. (1) (2) NEW YORK FASHION BUG #2520,INC. MASSACHUSETTS FASHION BUG #2521,INC. GEORGIA FASHION BUG #2522,INC. FLORIDA FASHION BUG #2523,INC. FLORIDA FASHION BUG #2524,INC. CALIFORNIA FASHION BUG #2525,INC. ARIZONA FASHION BUG #2526,INC. CALIFORNIA FASHION BUG #2527,INC. ARIZONA FASHION BUG #2528,INC. (1) (2) ARIZONA FASHION BUG #2529,INC. ARIZONA FASHION BUG #2530,INC. (1) (2) ARIZONA FASHION BUG #2531,INC. GEORGIA FASHION BUG #2531,INC. (1) (2) FLORIDA FASHION BUG #2532,INC. MINNESOTA FASHION BUG #2533,INC. NEW JERSEY FASHION BUG #2534,INC. NEW JERSEY FASHION BUG #2535,INC. (1) (2) PENNSYLVANIA FASHION BUG #2536,INC. PENNSYLVANIA FASHION BUG #2537,INC. KENTUCKY FASHION BUG #2538,INC. VIRGINIA FASHION BUG #2539,INC. (1) (2) FLORIDA FASHION BUG #2540,INC. FLORIDA FASHION BUG #2541,INC. NORTH CAROLINA FASHION BUG #2542,INC. PENNSYLVANIA FASHION BUG #2543,INC. CONNECTICUT FASHION BUG #2544,INC. (1) (2) VIRGINIA FASHION BUG #2545,INC. SOUTH CAROLINA FASHION BUG #2546,INC. (1) (2) NEW JERSEY FASHION BUG #2547,INC. VIRGINIA FASHION BUG #2548,INC. PENNSYLVANIA FASHION BUG #2549,INC. NEBRASKA FASHION BUG #2550,INC. VIRGINIA FASHION BUG #2551 OF CLAY,INC. NEW YORK FASHION BUG #2552,INC. NEW HAMPSHIRE FASHION BUG #2553,INC. OHIO FASHION BUG #2554,INC. (1) (2) ILLINOIS FASHION BUG #2555,INC. MAINE FASHION BUG #2556,INC. OHIO FASHION BUG #2557,INC. UTAH FASHION BUG #2558,INC. UTAH FASHION BUG #2559,INC. UTAH FASHION BUG #255,INC. MAINE FASHION BUG #2560,INC. UTAH FASHION BUG #2561,INC. OHIO FASHION BUG #2562,INC. OHIO FASHION BUG #2563,INC. (1) (2) WISCONSIN FASHION BUG #2564,INC. KENTUCKY FASHION BUG #2565,INC. KENTUCKY FASHION BUG #2566,INC. NORTH DAKOTA FASHION BUG #2567,INC. NORTH DAKOTA FASHION BUG #2568,INC. FLORIDA FASHION BUG #2569,INC. (1) (2) CALIFORNIA FASHION BUG #2570,INC. (1) (2) ARIZONA 18 FASHION BUG #2571,INC. OHIO FASHION BUG #2572,INC. (1) (2) NEW JERSEY FASHION BUG #2573,INC. WISCONSIN FASHION BUG #2574,INC. NEW HAMPSHIRE FASHION BUG #2575,INC. TENNESSEE FASHION BUG #2576,INC. NORTH CAROLINA FASHION BUG #2577,INC. KENTUCKY FASHION BUG #2578,INC. (1) (2) OHIO FASHION BUG #2579,INC. PENNSYLVANIA FASHION BUG #2580,INC. OHIO FASHION BUG #2581,INC. NEBRASKA FASHION BUG #2582,INC. SOUTH CAROLINA FASHION BUG #2583,INC. (1) (2) WEST VIRGINIA FASHION BUG #2584,INC. NEW YORK FASHION BUG #2585,INC. (1) (2) MARYLAND FASHION BUG #2586,INC. OHIO FASHION BUG #2587,INC. OHIO FASHION BUG #2588,INC. RHODE ISLAND FASHION BUG #2589,INC. (1) (2) TENNESSEE FASHION BUG #258,INC. TENNESSEE FASHION BUG #2590,INC. TENNESSEE FASHION BUG #2591,INC. (1) (2) CALIFORNIA FASHION BUG #2592,INC. CALIFORNIA FASHION BUG #2593,INC. ARIZONA FASHION BUG #2594,INC. CALIFORNIA FASHION BUG #2595,INC. (1) (2) ARIZONA FASHION BUG #2596,INC. NEBRASKA FASHION BUG #2597 OF COLONIE,INC. NEW YORK FASHION BUG #2598,INC. CALIFORNIA FASHION BUG #2599,INC. (1) (2) CALIFORNIA FASHION BUG #2600,INC. (1) (2) MAINE FASHION BUG #2601,INC. INDIANA FASHION BUG #2602,INC. IOWA FASHION BUG #2603,INC. KENTUCKY FASHION BUG #2604 OF VESTAL,INC. NEW YORK FASHION BUG #2605,INC. MARYLAND FASHION BUG #2606,INC. OHIO FASHION BUG #2607,INC. NEW JERSEY FASHION BUG #2608,INC. WISCONSIN FASHION BUG #2609,INC. (1) (2) WISCONSIN FASHION BUG #2610,INC. MICHIGAN FASHION BUG #2611,INC. (1) (2) MICHIGAN FASHION BUG #2612,INC. ALABAMA FASHION BUG #2613,INC. (1) (2) WEST VIRGINIA FASHION BUG #2614,INC. MISSISSIPPI FASHION BUG #2615,INC. (1) (2) CONNECTICUT FASHION BUG #2616,INC. MASSACHUSETTS FASHION BUG #2617,INC. WASHINGTON FASHION BUG #2618,INC. VIRGINIA FASHION BUG #2619,INC. (1) (2) ILLINOIS FASHION BUG #2620,INC. GEORGIA FASHION BUG #2621,INC. PENNSYLVANIA FASHION BUG #2622,INC. (1) (2) MASSACHUSETTS FASHION BUG #2623,INC. IDAHO FASHION BUG #2624,INC. (1) (2) ILLINOIS FASHION BUG #2625 OF PLATTSBURG,INC. NEW YORK FASHION BUG #2626,INC. ILLINOIS FASHION BUG #2627 OF WEST SENECA,INC. NEW YORK FASHION BUG #2628 OF NIAGRA FALLS,INC. NEW YORK FASHION BUG #2629,INC. MICHIGAN FASHION BUG #2630,INC. (1) (2) NORTH CAROLINA FASHION BUG #2631,INC. TENNESSEE FASHION BUG #2632,INC. (1) (2) FLORIDA FASHION BUG #2633,INC. MINNESOTA FASHION BUG #2634,INC. (1) (2) CALIFORNIA FASHION BUG #2635 OF GENESEO,INC. NEW YORK FASHION BUG #2636,INC. NEW HAMPSHIRE FASHION BUG #2637,INC. IOWA FASHION BUG #2638,INC. RHODE ISLAND FASHION BUG #2639,INC. ARIZONA FASHION BUG #263,INC. OHIO FASHION BUG #2640,INC. (1) (2) IDAHO FASHION BUG #2641,INC. (1) (2) MICHIGAN FASHION BUG #2642,INC. MINNESOTA FASHION BUG #2643,INC. OHIO FASHION BUG #2644,INC. UTAH FASHION BUG #2645,INC. MASSACHUSETTS FASHION BUG #2646,INC. CALIFORNIA FASHION BUG #2647,INC. CALIFORNIA FASHION BUG #2648,INC. (1) (2) CALIFORNIA 19 FASHION BUG #2649,INC. NEW MEXICA FASHION BUG #2650,INC. (1) (2) IOWA FASHION BUG #2650,INC. IOWA FASHION BUG #2651,INC. MINNESOTA FASHION BUG #2652,INC. PENNSYLVANIA FASHION BUG #2653,INC. (1) (2) TENNESSEE FASHION BUG #2654,INC. CONNECTICUT FASHION BUG #2655,INC. (1) (2) WISCONSIN FASHION BUG #2656,INC. WISCONSIN FASHION BUG #2657,INC. (1) (2) PENNSYLVANIA FASHION BUG #2658,INC. PENNSYLVANIA FASHION BUG #265,INC. MAINE FASHION BUG #2660,INC. OHIO FASHION BUG #2661 OF LAKEWOOD, INC. NEW YORK FASHION BUG #2662,INC. (1) (2) NEW JERSEY FASHION BUG #2663,INC. PENNSYLVANIA FASHION BUG #2664,INC. VIRGINIA FASHION BUG #2665,INC. WISCONSIN FASHION BUG #2666,INC. VIRGINIA FASHION BUG #2667,INC. (2) VIRGINIA FASHION BUG #2668,INC. (1) (2) ILLINOIS FASHION BUG #2669,INC. FLORIDA FASHION BUG #2670,INC. MARYLAND FASHION BUG #2671,INC. MICHIGAN FASHION BUG #2672,INC. (1) (2) MICHIGAN FASHION BUG #2673,INC. NORTH CAROLINA FASHION BUG #2674,INC. MASSACHUSETTS FASHION BUG #2675,INC. (1) (2) COLORADO FASHION BUG #2676,INC. OHIO FASHION BUG #2677,INC. ILLINOIS FASHION BUG #2678,INC. FLORIDA FASHION BUG #2679,INC. CALIFORNIA FASHION BUG #2680,INC. IOWA FASHION BUG #2681,INC. OHIO FASHION BUG #2682,INC. (1) (2) COLORADO FASHION BUG #2684,INC. UTAH FASHION BUG #2685,INC. MISSOURI FASHION BUG #2687,INC. TENNESSEE FASHION BUG #2688,INC. KENTUCKY FASHION BUG #2689,INC. UTAH FASHION BUG #2690,INC. (1) (2) DELAWARE FASHION BUG #2691,INC. (1) (2) OHIO FASHION BUG #2692,INC. OHIO FASHION BUG #2693,INC. GEORGIA FASHION BUG #2694,INC. CONNECTICUT FASHION BUG #2695,INC. WISCONSIN FASHION BUG #2696,INC. CALIFORNIA FASHION BUG #2697,INC. MASSACHUSETTS FASHION BUG #2698,INC. (1) (2) MASSACHUSETTS FASHION BUG #2699,INC. MASSACHUSETTS FASHION BUG #2700 OF PORT JEFFERSON,INC. NEW YORK FASHION BUG #2701,INC. CALIFORNIA FASHION BUG #2702,INC. INDIANA FASHION BUG #2703,INC. (1) (2) KENTUCKY FASHION BUG #2704,INC. MARYLAND FASHION BUG #2705,INC. OHIO FASHION BUG #2706,INC. (1) (2) TEXAS FASHION BUG #2707,INC. MARYLAND FASHION BUG #2708,INC. OHIO FASHION BUG #2709,INC. OHIO FASHION BUG #2710,INC. MASSACHUSETTS FASHION BUG #2711,INC. (1) (2) MICHIGAN FASHION BUG #2712,INC. (1) (2) MICHIGAN FASHION BUG #2713,INC. IOWA FASHION BUG #2714,INC. GEORGIA FASHION BUG #2715 OF SYRACUSE,INC. (1) (2) NEW YORK FASHION BUG #2716,INC. INDIANA FASHION BUG #2717,INC. WISCONSIN FASHION BUG #2718,INC. GEORGIA FASHION BUG #2719,INC. IOWA FASHION BUG #2720,INC. WEST VIRGINIA FASHION BUG #2721,INC. PENNSYLVANIA FASHION BUG #2722,INC. INDIANA FASHION BUG #2723,INC. OHIO FASHION BUG #2724,INC. (1) (2) INDIANA FASHION BUG #2725,INC. (1) (2) CONNECTICUT FASHION BUG #2726,INC. (1) (2) CALIFORNIA FASHION BUG #2727,INC. CALIFORNIA FASHION BUG #2728,INC. MINNESOTA FASHION BUG #2729,INC. WISCONSIN 20 FASHION BUG #2730,INC. DELAWARE FASHION BUG #2731,INC. DELAWARE FASHION BUG #2732,INC. GEORGIA FASHION BUG #2733,INC. (1) (2) MISSOURI FASHION BUG #2734,INC. (1) (2) IOWA FASHION BUG #2735,INC. (1) (2) SOUTH DAKOTA FASHION BUG #2736,INC. (1) (2) MISSOURI FASHION BUG #2737,INC. MICHIGAN FASHION BUG #2738,INC. KENTUCKY FASHION BUG #2739 OF ROTTERDAM,INC. NEW YORK FASHION BUG #2740,INC. (1) (2) KANSAS FASHION BUG #2741,INC. (1) (2) OHIO FASHION BUG #2742,INC. (1) (2) MASSACHUSETTS FASHION BUG #2743,INC. (1) (2) CALIFORNIA FASHION BUG #2744,INC. MASSACHUSETTS FASHION BUG #2745,INC. MARYLAND FASHION BUG #2748,INC. (1) (2) ILLINOIS FASHION BUG #2748,INC. (1) (2) ILLINOIS FASHION BUG #2749,INC. (1) (2) MINNESOTA FASHION BUG #2750,INC. (1) (2) PENNSYLVANIA FASHION BUG #2751,INC. INDIANA FASHION BUG #2752,INC. ALABAMA FASHION BUG #2753,INC. MISSISSIPPI FASHION BUG #2754,INC. TENNESSEE FASHION BUG #2755,INC. (1) (2) MISSOURI FASHION BUG #2755,INC. (1) (2) MISSOURI FASHION BUG #2756,INC. MAINE FASHION BUG #2757,INC. (1) (2) SOUTH CAROLINA FASHION BUG #2758,INC. GEORGIA FASHION BUG #2759,INC. (1) (2) PENNSYLVANIA FASHION BUG #2760,INC. NORTH CAROLINA FASHION BUG #2761,INC. (1) (2) KENTUCKY FASHION BUG #2762,INC. NEW JERSEY FASHION BUG #2763,INC. PENNSYLVANIA FASHION BUG #2764,INC. (1) (2) KENTUCKY FASHION BUG #2765,INC. (1) (2) WASHINGTON FASHION BUG #2766,INC. OHIO FASHION BUG #2767,INC. PENNSYLVANIA FASHION BUG #2768,INC. (1) (2) INDIANA FASHION BUG #2769,INC. WYOMING FASHION BUG #2770,INC. UTAH FASHION BUG #2771,INC. IDAHO FASHION BUG #2772,INC. (1) (2) OREGON FASHION BUG #2773,INC. IDAHO FASHION BUG #2774,INC. (1) (2) NEVADA FASHION BUG #2775,INC. (1) (2) INDIANA FASHION BUG #2775,INC. INDIANA FASHION BUG #2777,INC. (1) (2) MICHIGAN FASHION BUG #2778,INC. (1) (2) GEORGIA FASHION BUG #2779,INC. OHIO FASHION BUG #2780,INC. (1) (2) MICHIGAN FASHION BUG #2782,INC. TEXAS FASHION BUG #2783,INC. MINNESOTA FASHION BUG #2784,INC. (1) (2) MISSOURI FASHION BUG #2785,INC. (1) (2) ALABAMA FASHION BUG #2786,INC. NEW HAMPSHIRE FASHION BUG #2787,INC. MAINE FASHION BUG #2788,INC. CALIFORNIA FASHION BUG #2789,INC. VIRGINIA FASHION BUG #2790,INC. WASHINGTON FASHION BUG #2791,INC. OHIO FASHION BUG #2792,INC. (1) (2) CALIFORNIA FASHION BUG #2793,INC. (1) (2) CALIFORNIA FASHION BUG #2794,INC. NEVADA FASHION BUG #2795,INC. (1) (2) WISCONSIN FASHION BUG #2796 OF COBLESKILL, INC. (1) (2) NEW YORK FASHION BUG #2797,INC. (1) (2) NEW JERSEY FASHION BUG #2798,INC. FLORIDA FASHION BUG #2799,INC. (1) (2) FLORIDA FASHION BUG #279,INC. OHIO FASHION BUG #2800,INC. (1) (2) NORTH CAROLINA FASHION BUG #2800,INC. (1) (2) NORTH CAROLINA FASHION BUG #2802,INC. PENNSYLVANIA FASHION BUG #2803,INC. TEXAS FASHION BUG #2804,INC. TEXAS FASHION BUG #2805,INC. TEXAS FASHION BUG #2806,INC. (1) (2) VERMONT FASHION BUG #2807,INC. (1) (2) INDIANA FASHION BUG #2808,INC. KANSAS FASHION BUG #2809,INC. INDIANA 21 FASHION BUG #2810,INC. OHIO FASHION BUG #2811,INC. NEW JERSEY FASHION BUG #2812,INC. (1) (2) TEXAS FASHION BUG #2813,INC. (1) (2) NEW JERSEY FASHION BUG #2814,INC. WYOMING FASHION BUG #2815,INC. (1) (2) FLORIDA FASHION BUG #2816,INC. MASSACHUSETTS FASHION BUG #2817,INC. (1) (2) MISSOURI FASHION BUG #2818,INC. (1) (2) ILLINOIS FASHION BUG #2819,INC. (1) (2) ILLINOIS FASHION BUG #2820,INC. CONNECTICUT FASHION BUG #2821,INC. VIRGINIA FASHION BUG #2822,INC. (1) (2) MICHIGAN FASHION BUG #2823,INC. (1) (2) CALIFORNIA FASHION BUG #2824,INC. ARIZONA FASHION BUG #2825,INC. (1) (2) CONNECTICUT FASHION BUG #2826,INC. RHODE ISLAND FASHION BUG #2827,INC. (1) (2) KENTUCKY FASHION BUG #2828,INC. (1) (2) OHIO FASHION BUG #2829,INC. OHIO FASHION BUG #2830,INC. WASHINGTON FASHION BUG #2831,INC. (1) (2) MAINE FASHION BUG #2832,INC. (1) (2) MAINE FASHION BUG #2833,INC. (1) (2) IOWA FASHION BUG #2834,INC. (1) (2) MICHIGAN FASHION BUG #2835,INC. NEBRASKA FASHION BUG #2836,INC. (1) (2) UTAH FASHION BUG #2836,INC. UTAH FASHION BUG #2837,INC. (1) (2) GEORGIA FASHION BUG #2837,INC. (1) (2) GEORGIA FASHION BUG #2838,INC. (1) (2) OREGON FASHION BUG #2839,INC. (1) (2) CALIFORNIA FASHION BUG #2840,INC. (1) (2) NEVADA FASHION BUG #2841,INC. INDIANA FASHION BUG #2842,INC. ILLINOIS FASHION BUG #2843,INC. TEXAS FASHION BUG #2844,INC. (1) (2) PENNSYLVANIA FASHION BUG #2845,INC. CALIFORNIA FASHION BUG #2846,INC. (1) (2) NEW MEXICA FASHION BUG #2848,INC. NEW JERSEY FASHION BUG #2849,INC. RHODE ISLAND FASHION BUG #2850,INC. MICHIGAN FASHION BUG #2851,INC. (1) (2) NEW JERSEY FASHION BUG #2852,INC. COLORADO FASHION BUG #2853 OF ROME, INC. (1) (2) NEW YORK FASHION BUG #2854,INC. COLORADO FASHION BUG #2855,INC. ILLINOIS FASHION BUG #2856,INC. (1) (2) WISCONSIN FASHION BUG #2857,INC. OHIO FASHION BUG #2858,INC. CALIFORNIA FASHION BUG #2859,INC. (1) (2) GEORGIA FASHION BUG #2860,INC. (1) (2) CALIFORNIA FASHION BUG #2861,INC. (1) (2) ALABAMA FASHION BUG #2862,INC. (1) (2) CALIFORNIA FASHION BUG #2863,INC. MASSACHUSETTS FASHION BUG #2864,INC. (1) (2) OHIO FASHION BUG #2865,INC. (1) (2) TEXAS FASHION BUG #2866,INC. (1) (2) IOWA FASHION BUG #2867,INC. (1) (2) ARIZONA FASHION BUG #2868,INC. (1) (2) ARIZONA FASHION BUG #2869,INC. (1) (2) MARYLAND FASHION BUG #2870,INC. CALIFORNIA FASHION BUG #2871 OF ALBANY,INC. (1) (2) NEW YORK FASHION BUG #2872,INC. (1) (2) WISCONSIN FASHION BUG #2873,INC. (1) (2) GEORGIA FASHION BUG #2874,INC. (1) (2) INDIANA FASHION BUG #2876,INC. IOWA FASHION BUG #2877,INC. (1) (2) ALABAMA FASHION BUG #2878,INC. (1) (2) OHIO FASHION BUG #2879,INC. OREGON FASHION BUG #2880,INC. (1) (2) CALIFORNIA FASHION BUG #2881,INC. NEW HAMPSHIRE FASHION BUG #2883,INC. (1) (2) WEST VIRGINIA FASHION BUG #2884,INC. TEXAS FASHION BUG #2885,INC. (1) (2) TEXAS FASHION BUG #2886,INC. (1) (2) ILLINOIS FASHION BUG #2887,INC. (1) (2) TEXAS FASHION BUG #2888,INC. (1) (2) TEXAS FASHION BUG #2889,INC. (1) (2) VERMONT FASHION BUG #2890,INC. TENNESSEE 22 FASHION BUG #2891,INC. TEXAS FASHION BUG #2892,INC. IDAHO FASHION BUG #2893,INC. (1) (2) MONTANA FASHION BUG #2894,INC. ILLINOIS FASHION BUG #2895,INC. TENNESSEE FASHION BUG #2896,INC. (1) (2) UTAH FASHION BUG #2897,INC. FLORIDA FASHION BUG #2898,INC. CALIFORNIA FASHION BUG #2899,INC. (1) (2) WASHINGTON FASHION BUG #2900,INC. (1) (2) CALIFORNIA FASHION BUG #2901,INC (1) (2) CALIFORNIA FASHION BUG #2902,INC. (1) (2) IOWA FASHION BUG #2903,INC. (1) (2) NEBRASKA FASHION BUG #2904,INC. (1) (2) SOUTH DAKOTA FASHION BUG #2905,INC. (1) (2) INDIANA FASHION BUG #2906,INC. (1) (2) INDIANA FASHION BUG #2907,INC. (1) (2) ILLINOIS FASHION BUG #2908,INC. (1) (2) PENNSYLVANIA FASHION BUG #2909,INC. (1) (2) PENNSYLVANIA FASHION BUG #2910 OF POUGHKEEPSIE, INC. (1) (2) NEW YORK FASHION BUG #2911,INC. (1) (2) TENNESSEE FASHION BUG #2912 OF VICTOR,INC. (1) (2) NEW YORK FASHION BUG #2913,INC. (1) (2) PENNSYLVANIA FASHION BUG #2914,INC. (1) (2) WYOMING FASHION BUG #2915,INC. (1) (2) MASSACHUSETTS FASHION BUG #2916,INC. (1) (2) NEW JERSEY FASHION BUG #2917,INC. (1) (2) GEORGIA FASHION BUG #2918,INC. (1) (2) FLORIDA FASHION BUG #2919,INC. (1) (2) FLORIDA FASHION BUG #2920,INC. (1) (2) WASHINGTON FASHION BUG #2921,INC. (1) (2) TEXAS FASHION BUG #2922,INC. (1) (2) PENNSYLVANIA FASHION BUG #2923 OF AMSTERDAM,INC. (1) (2) NEW YORK FASHION BUG #2924,INC. (1) (2) WISCONSIN FASHION BUG #2925,INC. (1) (2) KANSAS FASHION BUG #2927,INC. (1) (2) NEW JERSEY FASHION BUG #2928,INC. (1) (2) RHODE ISLAND FASHION BUG #2929,INC. (1) (2) MASSACHUSETTS FASHION BUG #2930,INC. (1) (2) ILLINOIS FASHION BUG #2931,INC. (1) (2) INDIANA FASHION BUG #2932,INC. (1) (2) MASSACHUSETTS FASHION BUG #2934,INC. (1) (2) CALIFORNIA FASHION BUG #2936,INC. (1) (2) NORTH CAROLINA FASHION BUG #2937,INC. (1) (2) GEORGIA FASHION BUG #2940,INC (1) (2) TEXAS FASHION BUG #2941,INC. (1) (2) DELAWARE FASHION BUG #2942,INC. (1) (2) UTAH FASHION BUG #2944,INC. (1) (2) CALIFORNIA FASHION BUG #2945 OF MEDIA,INC. (1) (2) NEW YORK FASHION BUG #2947,INC. (1) (2) GEORGIA FASHION BUG #2948,INC. (1) (2) FLORIDA FASHION BUG #2949,INC. (1) (2) MICHIGAN FASHION BUG #2950,INC. (1) (2) CALIFORNIA FASHION BUG #2951,INC. (1) (2) NORTH CAROLINA FASHION BUG #2952,INC. (1) (2) OHIO FASHION BUG #2953,INC. (1) (2) ILLINOIS FASHION BUG #2954,INC. (1) (2) MICHIGAN FASHION BUG #2955,INC. (1) (2) VIRGINIA FASHION BUG #2956,INC. (1) (2) MICHIGAN FASHION BUG #2957,INC. (1) (2) MASSACHUSETTS FASHION BUG #2958,INC. (1) (2) MICHIGAN FASHION BUG #2959 OF BUFFALO,INC. (1) (2) NEW YORK FASHION BUG #2964,INC. (1) (2) CALIFORNIA FASHION BUG #2965,INC. (1) (2) TENNESSEE FASHION BUG #2966,INC. (1) (2) INDIANA FASHION BUG #2967,INC. (1) (2) MINNESOTA FASHION BUG #2968,INC. (1) (2) OREGON FASHION BUG #2969,INC. (1) (2) WYOMING FASHION BUG #2970,INC. (1) (2) PENNSYLVANIA FASHION BUG #2971,INC. (1) (2) CONNECTICUT FASHION BUG #2972,INC. (1) (2) TEXAS FASHION BUG #2973,INC. (1) (2) TEXAS FASHION BUG #2974,INC. (1) (2) MICHIGAN FASHION BUG #2975,INC. (1) (2) MISSOURI FASHION BUG #2976,INC. (1) (2) KENTUCKY FASHION BUG #2977,INC. (1) (2) TEXAS FASHION BUG #2978,INC. (1) (2) OHIO FASHION BUG #2980,INC. (1) (2) FLORIDA FASHION BUG #2981,INC. (1) (2) FLORIDA FASHION BUG #2982,INC. (1) (2) VERMONT 23 FASHION BUG #336,INC. (1) (2) INDIANA FASHION BUG #418,INC. NEW JERSEY FASHION BUG #429,INC. MINNESOTA FASHION BUG #42,INC. (1) (2) MISSOURI FASHION BUG #44,INC. PENNSYLVANIA FASHION BUG #461,INC. (2) OKLAHOMA FASHION BUG #467 OF LEVITTOWN,INC. (2) NEW YORK FASHION BUG #471,INC. MINNESOTA FASHION BUG #47,INC. INDIANA FASHION BUG #507, INC. (2) NEW YORK FASHION BUG #508, INC. ILLINOIS FASHION BUG #519, INC. WEST VIRGINIA FASHION BUG #520, INC. MASSACHUSETTS FASHION BUG #527,INC. KANSAS FASHION BUG #529 OF HAMBURG,INC. NEW YORK FASHION BUG #533, INC. (2) MICHIGAN FASHION BUG #534,INC. INDIANA FASHION BUG #535, INC. MICHIGAN FASHION BUG #538,INC. MAINE FASHION BUG #544,INC. (2) OHIO FASHION BUG #545, INC. VERMONT FASHION BUG #548, INC. MAINE FASHION BUG #554,INC. PENNSYLVANIA FASHION BUG #558,INC. TENNESSEE FASHION BUG #560 OF GLOVERSVILLE, INC. NEW YORK FASHION BUG #561,INC. FLORIDA FASHION BUG #562,INC. NEW JERSEY FASHION BUG #563,INC. ILLINOIS FASHION BUG #564,INC. MISSOURI FASHION BUG #565,INC. MICHIGAN FASHION BUG #566,INC. INDIANA FASHION BUG #567,INC. ILLINOIS FASHION BUG #568,INC. WISCONSIN FASHION BUG #569,INC. (2) ILLINOIS FASHION BUG #570 OF CLIFTON PARK,INC. NEW YORK FASHION BUG #571,INC. TENNESSEE FASHION BUG #572,INC. (2) LOUISIANA FASHION BUG #573,INC. PENNSYLVANIA FASHION BUG #574 OF SYRACUSE,INC. NEW YORK FASHION BUG #575,INC. MINNESOTA FASHION BUG #576,INC. NEW JERSEY FASHION BUG #577,INC. MICHIGAN FASHION BUG #578,INC. (2) PENNSYLVANIA FASHION BUG #579,INC. (2) MAINE FASHION BUG #580,INC. MAINE FASHION BUG #581,INC. NEW HAMPSHIRE FASHION BUG #582,INC. (2) VIRGINIA FASHION BUG #583,INC. KENTUCKY FASHION BUG #584 OF YONKERS,INC. NEW YORK FASHION BUG #585,INC. NEW JERSEY FASHION BUG #586,INC. NEW JERSEY FASHION BUG #587,INC. (2) MICHIGAN FASHION BUG #588,INC. ILLINOIS FASHION BUG #589,INC. ILLINOIS FASHION BUG #591,INC. MISSOURI FASHION BUG #592,INC. ILLINOIS FASHION BUG #593 OF SELDEN,INC. NEW YORK FASHION BUG #594,INC. KANSAS FASHION BUG #595,INC. INDIANA FASHION BUG #596,INC. CONNECTICUT FASHION BUG #597,INC. MINNESOTA FASHION BUG #599,INC. MASSACHUSETTS FASHION BUG #600,INC. PENNSYLVANIA FASHION BUG #601,INC. SOUTH CAROLINA FASHION BUG #602,INC. PENNSYLVANIA FASHION BUG #603 OF HUDSON AVENUE,INC. (1) (2) NEW YORK FASHION BUG #604,INC. (1) (2) IOWA FASHION BUG #605,INC. MICHIGAN FASHION BUG #606,INC. MICHIGAN FASHION BUG #607,INC. MICHIGAN FASHION BUG #608,INC. (2) FLORIDA FASHION BUG #609,INC. MASSACHUSETTS FASHION BUG #610,INC. (1) (2) RHODE ISLAND FASHION BUG #611,INC. (2) ALABAMA FASHION BUG #612,INC. OHIO FASHION BUG #613,INC. PENNSYLVANIA FASHION BUG #614,INC. MASSACHUSETTS FASHION BUG #615,INC. PENNSYLVANIA FASHION BUG #616,INC. (2) CONNECTICUT FASHION BUG #617,INC. MASSACHUSETTS 24 FASHION BUG #618,INC. SOUTH CAROLINA FASHION BUG #619,INC. (2) PENNSYLVANIA FASHION BUG #620,INC. (1) (2) ILLINOIS FASHION BUG #621,INC. PENNSYLVANIA FASHION BUG #622,INC. WISCONSIN FASHION BUG #623,INC. ILLINOIS FASHION BUG #624,INC. MISSOURI FASHION BUG #625,INC. (2) PENNSYLVANIA FASHION BUG #626,INC. MARYLAND FASHION BUG #627,INC. OHIO FASHION BUG #628,INC. MICHIGAN FASHION BUG #629,INC. NEW JERSEY FASHION BUG #630,INC. INDIANA FASHION BUG #631,INC. PENNSYLVANIA FASHION BUG #632,INC. (2) KENTUCKY FASHION BUG #633 OF DEWITT, INC. (2) NEW YORK FASHION BUG #634,INC. (2) VIRGINIA FASHION BUG #635,INC. PENNSYLVANIA FASHION BUG #636,INC. ILLINOIS FASHION BUG #637,INC. TENNESSEE FASHION BUG #638,INC. MICHIGAN FASHION BUG #639,INC. MARYLAND FASHION BUG #640,INC. (1) (2) NEW JERSEY FASHION BUG #641,INC. NEW JERSEY FASHION BUG #642,INC. PENNSYLVANIA FASHION BUG #643,INC. PENNSYLVANIA FASHION BUG #644,INC. GEORGIA FASHION BUG #645,INC. MICHIGAN FASHION BUG #646,INC. OHIO FASHION BUG #647,INC. MAINE FASHION BUG #648,INC. (2) OHIO FASHION BUG #649,INC. PENNSYLVANIA FASHION BUG #650,INC. VIRGINIA FASHION BUG #651,INC. MICHIGAN FASHION BUG #652,INC. (2) LOUISIANA FASHION BUG #653,INC. NEW JERSEY FASHION BUG #654,INC. ALABAMA FASHION BUG #655,INC. (1) (2) WASHINGTON FASHION BUG #656,INC. FLORIDA FASHION BUG #657,INC. MISSOURI FASHION BUG #658,INC. MASSACHUSETTS FASHION BUG #659,INC. MINNESOTA FASHION BUG #660 OF ALBANY,INC. NEW YORK FASHION BUG #661,INC. WEST VIRGINIA FASHION BUG #662,INC. PENNSYLVANIA FASHION BUG #663,INC. PENNSYLVANIA FASHION BUG #664,INC. COLORADO FASHION BUG #665,INC. (2) COLORADO FASHION BUG #666,INC. (1) (2) MICHIGAN FASHION BUG #667,INC. MICHIGAN FASHION BUG #668 OF SHIRLEY,INC. NEW YORK FASHION BUG #669,INC. (2) MICHIGAN FASHION BUG #670,INC. MASSACHUSETTS FASHION BUG #671,INC. (1) (2) VIRGINIA FASHION BUG #672,INC. MICHIGAN FASHION BUG #673,INC. KENTUCKY FASHION BUG #674,INC. ILLINOIS FASHION BUG #675,INC. (2) LOUISIANA FASHION BUG #676 OF OZONE PARK,INC. NEW YORK FASHION BUG #677,INC. (2) FLORIDA FASHION BUG #678,INC. OHIO FASHION BUG #679 OF WATERTOWN,INC. NEW YORK FASHION BUG #680,INC. (2) PENNSYLVANIA FASHION BUG #681,INC. INDIANA FASHION BUG #682,INC. (2) GEORGIA FASHION BUG #683,INC. WISCONSIN FASHION BUG #684,INC. NORTH CAROLINA FASHION BUG #685,INC. (2) OHIO FASHION BUG #686,INC. ILLINOIS FASHION BUG #687,INC. ILLINOIS FASHION BUG #688,INC. (2) PENNSYLVANIA FASHION BUG #689,INC. PENNSYLVANIA FASHION BUG #690,INC. (2) OHIO FASHION BUG #691,INC. MARYLAND FASHION BUG #692,INC. (2) MISSOURI FASHION BUG #693,INC. MICHIGAN FASHION BUG #694,INC. (2) MICHIGAN FASHION BUG #695,INC. OHIO FASHION BUG #696,INC. VIRGINIA FASHION BUG #697,INC. OHIO 25 FASHION BUG #698,INC. OHIO FASHION BUG #699,INC. NEW JERSEY FASHION BUG #712,INC. (2) IOWA FASHION BUG #716, INC. RHODE ISLAND FASHION BUG #717,INC. MICHIGAN FASHION BUG #718,INC. (2) ILLINOIS FASHION BUG #719,INC. OHIO FASHION BUG #720 OF OSWEGO,INC. NEW YORK FASHION BUG #721,INC. MASSACHUSETTS FASHION BUG #722,INC. (2) LOUISIANA FASHION BUG #723,INC. ALABAMA FASHION BUG #724,INC. NEW HAMPSHIRE FASHION BUG #725,INC. ERR ERR FLORIDA FASHION BUG #726,INC. KANSAS FASHION BUG #727,INC. MAINE FASHION BUG #728,INC. (2) ALABAMA FASHION BUG #729,INC. MICHIGAN FASHION BUG #730,INC. OHIO FASHION BUG #731,INC. ILLINOIS FASHION BUG #732,INC. MICHIGAN FASHION BUG #733,INC. INDIANA FASHION BUG #734 OF DUNKIRK,INC. NEW YORK FASHION BUG #735,INC. (2) TENNESSEE FASHION BUG #736,INC. MISSOURI FASHION BUG #737,INC. MASSACHUSETTS FASHION BUG #738,INC. NORTH CAROLINA FASHION BUG #739,INC. OHIO FASHION BUG #740,INC. WISCONSIN FASHION BUG #741,INC. OHIO FASHION BUG #742,INC. OHIO FASHION BUG #743,INC. OHIO FASHION BUG #744,INC. (1) (2) FLORIDA FASHION BUG #745,INC. MICHIGAN FASHION BUG #746,INC. (2) LOUISIANA FASHION BUG #747,INC. (2) LOUISIANA FASHION BUG #748,INC. OHIO FASHION BUG #749,INC. (2) CONNECTICUT FASHION BUG #750,INC. (2) MAINE FASHION BUG #751,INC. MICHIGAN FASHION BUG #752,INC. VERMONT FASHION BUG #753 OF RIDGEMONT PLAZA,INC. (2) NEW YORK FASHION BUG #754,INC. PENNSYLVANIA FASHION BUG #755,INC. MAINE FASHION BUG #756,INC. CONNECTICUT FASHION BUG #757 OF BROCKPORT,INC. NEW YORK FASHION BUG #758,INC. WISCONSIN FASHION BUG #759,INC. MICHIGAN FASHION BUG #760 OF PINE PLAZA,INC. NEW YORK FASHION BUG #761,INC. MISSOURI FASHION BUG #762,INC. MISSOURI FASHION BUG #763,INC. MISSOURI FASHION BUG #764,INC. ILLINOIS FASHION BUG #765 OF LACKAWANNA,INC. (2) NEW YORK FASHION BUG #766,INC. OHIO FASHION BUG #767,INC. WEST VIRGINIA FASHION BUG #768,INC. VIRGINIA FASHION BUG #769,INC. OHIO FASHION BUG #770,INC. (1) (2) MICHIGAN FASHION BUG #771,INC. MICHIGAN FASHION BUG #772 OF MIDDLETOWN,INC. NEW YORK FASHION BUG #773,INC. TENNESSEE FASHION BUG #774,INC. PENNSYLVANIA FASHION BUG #775,INC. VERMONT FASHION BUG #776,INC. KENTUCKY FASHION BUG #778,INC. PENNSYLVANIA FASHION BUG #779,INC. KENTUCKY FASHION BUG #780,INC. (2) VIRGINIA FASHION BUG #781,INC. OHIO FASHION BUG #782,INC. INDIANA FASHION BUG #784,INC. VIRGINIA FASHION BUG #785,INC. MICHIGAN FASHION BUG #786,INC. CONNECTICUT FASHION BUG #787,INC. RHODE ISLAND FASHION BUG #788,INC. MASSACHUSETTS FASHION BUG #789,INC. (2) MISSOURI FASHION BUG #790,INC. OHIO FASHION BUG #791,INC. ILLINOIS FASHION BUG #792,INC. NORTH CAROLINA FASHION BUG #793,INC. VIRGINIA FASHION BUG #794,INC. (2) OKLAHOMA 26 FASHION BUG #795,INC. MICHIGAN FASHION BUG #796,INC. (2) OHIO FASHION BUG #797,INC. KANSAS FASHION BUG #798,INC. OHIO FASHION BUG #799,INC. VIRGINIA FASHION BUG #84 OF QUEENS,INC. NEW YORK FASHION BUG #95,INC.(907) MARYLAND FASHION BUG & FASHION BUG PLUS #2179,INC. FLORIDA FASHION OUTLET OF DELAWARE,INC. (2) PENNSYLVANIA FASHION SERVICE CORP (2) DELAWARE FASHION VALUE OUTLET OF CAMPHILL,INC. (2) PENNSYLVANIA FB APPAREL INDIANA FB CLOTHING,INC. (1) (2) INDIANA FB DISTRO INDIANA FSC SERVICE CORP. (1) (2) PENNSYLVANIA FSHC,INC. (1) (2) DELAWARE F.B. PLUS WOMEN'S APPAREL OF JOHNSON CITY, INC. NEW YORK F.B. PLUS WOMEN'S APPAREL OF KINGSTON, INC. NEW YORK F.B. PLUS WOMEN'S APPAREL OF PINE PLAZA, INC. (2) NEW YORK F.B. PLUS WOMEN'S APPAREL OF RIVERSIDE,INC. (2) NEW YORK F.B. PLUS WOMEN'S APPAREL OF RIVERSIDE,INC. (2) NEW YORK F.B. PLUS WOMEN'S APPAREL OF WEST SENECA, INC. (2) NEW YORK F.B. WOMEN'S APPAREL OF AMSTERDAM, INC. NEW YORK F.B. WOMEN'S APPAREL OF CAMILLUS,INC. (2) NEW YORK F.B. WOMEN'S APPAREL OF CLAY, INC. NEW YORK F.B. WOMEN'S APPAREL OF COLONIE, INC. (2) NEW YORK F.B. WOMEN'S APPAREL OF DELMAR, INC. NEW YORK F.B. WOMEN'S APPAREL OF DEPEW, INC. NEW YORK F.B. WOMEN'S APPAREL OF ONEONTA,INC. NEW YORK F.B. WOMEN'S APPAREL OF PANORAMA PLAZA, INC. NEW YORK F.B. WOMEN'S APPAREL OF RIVERSIDE,INC. (2) NEW YORK F.B. WOMEN'S APPAREL OF SARATOGA SPRINGS, INC. (2) NEW YORK F.B. WOMEN'S APPAREL OF SCHENECTADY, INC. (2) NEW YORK F.B. WOMEN'S APPAREL OF SHOP CITY, INC. NEW YORK F.B. WOMEN'S APPAREL OF UTICA,INC. (2) NEW YORK F.B. WOMEN'S APPAREL OF WEST SENECA,INC. (1) (2) NEW YORK F.B. WOMEN'S APPAREL OF YORKTOWN HEIGHTS, INC. NEW YORK F.B. WOMEN'S APPAREL #2481 OF RIVERSIDE,INC. NEW YORK HOUGHTON LAKE #2611 DEVELOPMENT CO.,INC. (1) (2) MICHIGAN INTERNATIONAL APPAREL (1) (2) PENNSYLVANIA J.G.RYCE OF LEVITTOWN,INC. (2) PENNSYLVANIA J.G.RYCE OF SANDY PLAZA,INC. (2) NEW YORK J.M. BALTER CO (1) (2) PENNSYLVANIA J.P.A. SERVICE CO. GEORGIA J.P.A. SERVICE CO. (1) (2) PENNSYLVANIA KIRKSTONE LTD (1) (2) HONG KONG LEWISVILLE #2782 DEVELOPMENT CO.,INC. (1) (2) TEXAS MACOMB #2619 DEVELOPMENT CO., INC. (1) (2) ILLINOIS MACOMB #2916 DEVELOPMENT CO.,INC. (1) (2) ILLINOIS MARWIN AVENUE,INC. (2) PENNSYLVANIA ORLE (1) (2) DELAWARE OWENSBORO #2976 DEVELOPMENT CO.,INC. (1) (2) KENTUCKY PRESQUE ISLE #2756 DEVELOPMENT CO.,INC. (1) (2) MAINE PRICE APPEAL #11000,INC. (2) WASHINGTON, D.C. PRICE APPEAL #5000,INC. (2) NEW JERSEY PRICE APPEAL #5001 OF STATEN ISLAND,INC. (1) (2) NEW YORK PRICE APPEAL #5002,INC. (2) PENNSYLVANIA PRICE APPEAL #5003,INC. (2) DELAWARE PRICE APPEAL #5004,INC. (2) NEW JERSEY PRICE APPEAL #5005,INC. (2) MARYLAND PRICE APPEAL #5006,INC. (2) MASSACHUSETTS PRICE APPEAL #5007,INC. (2) MASSACHUSETTS PRICE APPEAL #5008,INC. (2) MARYLAND PRICE APPEAL #5009,INC. (2) VIRGINIA PRICE APPEAL #5010,INC. (2) MARYLAND PRICE APPEAL #5011,INC. (2) NEW YORK PRICE APPEAL #5012,INC. (2) MARYLAND PRICE APPEAL #5013,INC. (2) PENNSYLVANIA PRICE APPEAL #5014,INC. (2) CONNECTICUT PRICE APPEAL #5015,INC. (1) (2) NEW JERSEY PRICE APPEAL #5016,INC. (2) PENNSYLVANIA PRICE APPEAL #5017,INC. (2) NEW JERSEY PRICE APPEAL #5018,INC. (2) NEW JERSEY PRICE APPEAL #5019,INC. (1) (2) NEW JERSEY PRICE APPEAL #5020,INC. (1) (2) OHIO PRICE APPEAL #5021,INC. (1) (2) NEW JERSEY PRICE APPEAL #5022,INC. (1) (2) OHIO PRICE APPEAL #5023,INC. (2) OHIO PRICE APPEAL #5024,INC. (1) (2) NEW JERSEY PRICE APPEAL #5025,INC. (1) (2) OHIO 27 PRICE APPEAL #5026,INC. (1) (2) VIRGINIA PRICE APPEAL #5027,INC. (1) (2) PENNSYLVANIA PRICE APPEAL #5028,INC. (1) (2) NEW JERSEY PRICE APPEAL #5029,INC. (1) (2) PENNSYLVANIA PRICE APPEAL #5030,INC. (2) NEW JERSEY PRICE APPEAL #5031,INC. (2) ILLINOIS PRICE APPEAL #5032,INC. (2) ILLINOIS PRICE APPEAL #5033,INC. (2) OHIO PRICE APPEAL #5034,INC. (2) ILLINOIS PRICE APPEAL #5035,INC. (2) ILLINOIS PRICE APPEAL #5037,INC. (2) PENNSYLVANIA PRICE APPEAL #5038,INC. (2) NEW JERSEY PRICE APPEAL #5039,INC. (2) PENNSYLVANIA PRICE APPEAL #5041,INC. (2) VIRGINIA PRICE APPEAL #5042,INC. (2) MARYLAND PRICE APPEAL #5043,INC. (2) MARYLAND PRICE APPEAL #5044,INC. (2) MARYLAND PRICE APPEAL #5045,INC. (2) OHIO PRICE APPEAL #5046,INC. (2) PENNSYLVANIA PRICE APPEAL #5047,INC. (2) MARYLAND PRICE APPEAL #5048,INC. (2) MICHIGAN PRICE APPEAL #5049,INC. (2) MICHIGAN PRICE APPEAL #5050,INC. (2) MICHIGAN PRICE APPEAL #5051,INC. (2) MASSACHUSETTS PRICE APPEAL #5052,INC. (1) (2) WASHINGTON, D.C. PRICE APPEAL #5053,INC. (1) (2) MARYLAND PRICE APPEAL #5054,INC. (1) (2) MARYLAND PRICE APPEAL #5055,INC. (1) (2) OHIO PRICE APPEAL #5056,INC. (1) (2) MARYLAND PRICE APPEAL #5057,INC. (1) (2) MARYLAND PRICE APPEAL #5058,INC. (2) OHIO PRICE APPEAL #5059,INC. (2) OHIO PRICE APPEAL #5060,INC. (1) (2) MICHIGAN PRICE APPEAL #5061,INC. (2) WASHINGTON, D.C. P'ZAZZ FASHIONS OF BARBOURSVILLE,INC. (2) WEST VIRGINIA P'ZAZZ FASHIONS OF FRANKLIN,INC. (1) (2) PENNSYLVANIA P'ZAZZ FASHIONS OF FT LAUDERDALE, INC. (2) FLORIDA P'ZAZZ FASHIONS OF HAGERSTOWN, INC. (2) MARYLAND P'ZAZZ FASHIONS OF HARRISBURG EAST MALL,INC. (1) (2) PENNSYLVANIA P'ZAZZ FASHIONS OF KALAMAZOO,INC. (2) MICHIGAN P'ZAZZ FASHIONS OF OZONE,INC. (2) NEW YORK P'ZAZZ FASHIONS OF PELHAM,INC. (2) NEW YORK P'ZAZZ FASHIONS OF ROSEVILLE,INC. (2) MICHIGAN P'ZAZZ FASHIONS OF SCRANTON,INC. (2) PENNSYLVANIA P'ZAZZ FASHIONS OF SEAFORD, INC. (2) DELAWARE P'ZAZZ FASHIONS OF SNYDER PLAZA,INC. (2) PENNSYLVANIA P'ZAZZ FASHIONS OF ST ALBANS, INC. (2) WEST VIRGINIA P'ZAZZ FASHIONS OF TOWER MALL,INC. (2) VIRGINIA P'ZAZZ FASHIONS OF TOWER MALL,INC. (2) VIRGINIA P'ZAZZ FASHIONS OF UNIONTOWN,INC. (2) PENNSYLVANIA P'ZAZZ FASHIONS OF WYNCOTE,INC. (2) PENNSYLVANIA ROLLA #2685 DEVELOPMENT CO., INC. (1) (2) MISSOURI S A FUNDING,INC. (2) PENNSYLVANIA SALINA #2926 DEVELOPMENT CO.,INC. (1) (2) KANSAS SAN ANGELO #2973 DEVELOPMENT CO.,INC. (1) (2) TEXAS SENTANI TRADING LTD. (1) (2) HONG KONG SIKESTON #2736 DEVELOPMENT CO., (1) (2) MISSOURI SPECIALTY FIXTURES,INC. (1) (2) PENNSYLVANIA SPIRIT OF AMERICA NATIONAL BANK (1) (2) PENNSYLVANIA ST JOSEPH #2784 DEVELOPMENT CO.,INC. (1) (2) MISSOURI VICTORIA #2972 DEVELOPMENT CO.,INC. (1) (2) TEXAS WINKS LANE,INC. (1) (2) PENNSYLVANIA W.L. DISTRIBUTORS,INC. (1) (2) PENNSYLVANIA YARDARM TRADING LTD. (1) (2) HONG KONG YUCCA #2524 DEVELOPMENT CO.,INC. (1) (2) CALIFORNIA NOTES: (1) These companies are not included in the consolidated financial statements for the fiscal year ended January 29, 1994, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies currently do not operate stores. EX-23 11 CONSENT OF INDEPENDENT AUDITORS 1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Registration Statement (Form S-8, No.33-39558), dated March 25, 1991, Registration Statement (Form S-8 No. 2-92975) dated September 17, 1984 and Registration Statement (Form S-3, No. 33-00074) dated September 25, 1985 of our report dated March 8, 1994 with respect to the consolidated financial statements and schedules of Charming Shoppes, Inc. included in this Annual Report (Form 10-K) for the year ended January 29, 1994. ERNST & YOUNG Philadelphia, Pennsylvania March 29, 1994 -----END PRIVACY-ENHANCED MESSAGE-----