EXHIBIT 23.2
THE CHILDRENS PLACE RETAIL STORES, INC.
NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP
Section 11(a) of the Securities Act of 1933, as amended (the Securities Act), provides that if part of a registration statement at the time it becomes effective contains an untrue statement of a material fact, or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to such registration statement (unless it is provided that at the time of such acquisition such person knew of such untruth or omission) may assert a claim against, among others, an accountant who has consented to be named as having certified any part of the registration statement or as having prepared any report for use in connection with the registration statement.
On July 15, 2002, the Board of Directors of The Childrens Place Retail Stores, Inc. (the Company), upon recommendation of its Audit Committee, decided to end the engagement of Arthur Andersen LLP (Arthur Andersen) as the Companys independent public accountants, effective after Arthur Andersens review of the Companys financial results for the quarter ended May 4, 2002 and the filing of the Companys Form 10-Q for such quarter, and authorized the engagement of Deloitte & Touche LLP to serve as the Companys independent public accountants for the fiscal year ending February 1, 2003. For additional information, see the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on July 15, 2002.
After reasonable efforts, the Company has been unable to obtain Arthur Andersens written consent to the incorporation by reference into the Companys registration statement (Form S-8 No. 333-47065) of Arthur Andersens audit report with respect to the Companys consolidated financial statements as of February 2, 2002 and for the fiscal year then ended. Under these circumstances, Rule 437a under the Securities Act permits the Company to file this Annual Report on Form 10-K, which is incorporated by reference into the Registration Statements, without a written consent from Arthur Andersen. As a result, with respect to transactions in the Companys securities pursuant to the Registration Statement that occur subsequent to the date this Annual Report on Form 10-K is filed with the Securities and Exchange Commission, Arthur Andersen will not have any liability under Section 11(a) of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Arthur Andersen or any omissions of a material fact required to be stated therein. Accordingly, the reader would be unable to assert a claim against Arthur Andersen under Section 11(a) of the Securities Act.
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