DFAN14A 1 dfan14a00322chi_04272015.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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THE CHILDREN’S PLACE, INC.
(Name of Registrant as Specified in Its Charter)
MACELLUM SPV II, LP MACELLUM CAPITAL MANAGEMENT, LLC MACELLUM ADVISORS GP, LLC MCM MANAGERS, LLC MCM MANAGEMENT, LLC JONATHAN DUSKIN BARINGTON COMPANIES EQUITY PARTNERS, L.P. BARINGTON COMPANIES INVESTORS, LLC BARINGTON CAPITAL GROUP, L.P. LNA CAPITAL CORP. JAMES A. MITAROTONDA HILCO, INC. SETH R. JOHNSON ROBERT METTLER
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

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Macellum Advisors GP, LLC, together with the other members of Shareholders for Change at The Children’s Place, has made a preliminary filing with the Securities and Exchange Commission of a proxy statement and accompanying proxy card to be used to solicit votes for the election of a slate of director nominees at the 2015 annual meeting of stockholders of The Children’s Place, Inc.
On April 27, 2015, Shareholders for Change at The Children’s Place issued an investor presentation, a copy of which is attached hereto as exhibit 99.1 and is incorporated herein by reference.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Macellum Advisors GP, LLC, together with the other members of Shareholders For Change at The Children’s Place, has made a preliminary filing with the Securities and Exchange Commission (“SEC”) of a proxy statement and an accompanying proxy card to be used to solicit votes for the election of its slate of director nominees at the 2015 annual meeting of stockholders of The Children’s Place, Inc., a Delaware corporation (the “Company”).
SHAREHOLDERS FOR CHANGE AT THE CHILDREN’S PLACE STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are Macellum SPV II, LP (“Macellum”), Macellum Capital Management, LLC (“Macellum Capital”), Macellum Advisors GP, LLC (“Macellum GP”), MCM Managers, LLC (“MCM Managers”), MCM Management, LLC (“MCM Management”), Jonathan Duskin, Barington Companies Equity Partners, L.P. (“Barington”), Barington Companies Investors, LLC (“BIC”), Barington Capital Group, L.P. (“Barington Capital”), LNA Capital Corp. (“LNA Capital”), James A. Mitarotonda, Hilco, Inc. (Hilco”), Seth R. Johnson and Robert Mettler.
As of the date hereof, Macellum beneficially owns 315,600 shares of the Company’s common stock (“Common Stock”), including 89,600 shares of Common Stock underlying certain call options exercisable within sixty (60) days hereof. As the general partner of Macellum, Macellum GP may be deemed to beneficially own the 315,600 shares of Common Stock owned by Macellum. As of the date hereof, Macellum Capital beneficially owns 6,270 shares of Common Stock, including 3,100 shares of Common Stock underlying certain call options exercisable within sixty (60) days hereof. MCM Managers, as the managing member of Macellum Capital, may be deemed to beneficially own the 6,270 shares of Common Stock owned by Macellum Capital. MCM Management, as the managing member of MCM Managers, may be deemed to beneficially own the 6,270 shares of Common Stock owned by Macellum Capital. Mr. Duskin, as the sole member of Macellum GP and the managing member of MCM Management, may be deemed to beneficially own the 321,870 shares of Common Stock owned in the aggregate by Macellum and Macellum Capital. As of the date hereof, Barington beneficially owns 117,800 shares of Common Stock. As the general partner of Barington, BIC may be deemed to beneficially own the 117,800 shares of Common Stock owned by Barington. As the majority member of BIC, Barington Capital may be deemed to beneficially own the 117,800 shares of Common Stock owned by Barington. As the general partner of Barington Capital, LNA Capital may be deemed to beneficially own the 117,800 shares of Common Stock owned by Barington. As the sole stockholder and director of LNA Capital and the managing member of BIC, Mr. Mitarotonda may be deemed to beneficially own the 117,800 shares of Common Stock owned by Barington. As of the date hereof, Hilco beneficially owns 2,000 shares of Common Stock. Jeffery B. Hecktman, as the chairman, chief executive officer, majority stockholder and sole director of Hilco, may be deemed to beneficially own the 2,000 shares of Common Stock owned by Hilco. As of the date hereof, Mr. Johnson does not beneficially own any securities of the Company. As of the date hereof, Mr. Mettler does not beneficially own any securities of the Company.