form8koct312007.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM
8-K
______________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 31,
2007
______________
Charming
Shoppes, Inc.
(Exact
name of registrant as specified in its charter)
______________
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Pennsylvania
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000-07258
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23-1721355
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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450
Winks Lane, Bensalem, Pa 19020
(Address
of principal executive offices, including Zip Code
(215)
245-9100
Registrant’s
telephone number, including area code
Not
applicable
(Former
name or former address, if changed since last report.)
______________
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry Into a Material Definitive
Agreement.
On
January 31, 1996, Lane Bryant, Inc. and Sierra Nevada Factoring, Inc., each
wholly-owned indirect subsidiaries of Charming Shoppes, Inc., entered into
a
Credit Card Processing Agreement with World Financial Network National Bank
(the
“Bank”) to provide an accounts receivable proprietary credit card program for
our Lane Bryant brand (as subsequently amended, the
“Agreement”). Under the Agreement, the Bank reimbursed us daily
for credit card sales generated at our Lane Bryant retail stores. The
Bank also gave Lane Bryant, Inc. and Sierra Nevada Factoring Inc. the right
to
purchase certain of the Lane Bryant retail store credit card accounts and
associated receivables (the “Lane Bryant Accounts”) upon termination of the
Agreement. A copy of the Agreement is attached to Form 10-K of the
Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258,
Exhibit 10.1.9) and a copy of the Amendment to the Agreement dated as of January
28, 2005 relating to the right to purchase the Lane Bryant Accounts is attached
to Form 10-K of the Registrant for the fiscal year ended January 29, 2005 (File
No. 000-07258, Exhibit 10.1.12). Charming Shoppes Outlet Stores, LLC
was subsequently added as a party to the Agreement. Lane Bryant,
Inc., Sierra Nevada Factoring Inc., and Charming Shoppes Outlet Stores, LLC
are
referred to herein as the “Lane Bryant Entities.” Additional
information regarding this Agreement is included in “Part II, Item
7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations; FINANCIAL CONDITION; Off-Balance-Sheet
Arrangements” and “Part II, Item 8. Financial
Statements and Supplementary Data; Notes to Consolidated Financial Statements;
Note 16. Asset Securitization” of our Annual Report on Form
10-K for the fiscal year ended February 3, 2007.
On
October 31, 2007, Spirit of America National Bank, a wholly-owned indirect
subsidiary of Charming Shoppes, Inc., the Lane Bryant Entities, and the Bank
entered into a Purchase Agreement whereby the Lane Bryant Entities assigned
their right to purchase the Lane Bryant Accounts to Spirit of America
National Bank, and the Bank agreed to sell (and Spirit of America National
Bank
agreed to purchase) the Lane Bryant Accounts. Under the Purchase
Agreement, the purchase price is a sum equal to the credit card balances on
the
credit card accounts at the closing date. The Purchase Agreement
contains usual and customary representations, warranties, and indemnification
provisions.
Closing
under the Purchase Agreement occurred on November 1, 2007, at which time Spirit
of America National Bank purchased from the Bank approximately 7,100,000 Lane
Bryant Accounts for approximately $231,000,000 in accordance with the terms
of the Purchase Agreement. The purchase price was funded primarily
from a pre-funding account established for this purpose in connection with
the
issuance of Series 2007-1 asset backed certificates under our asset
securitization program. Additional information regarding the issuance
of Series 2007-1 asset backed certificates is included in our Form 8-K dated
October 17, 2007 and filed October 22, 2007 (File No. 000-07258).
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CHARMING
SHOPPES, INC.
(Registrant)
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Date:
November 2, 2007
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/S/
ERIC M. SPECTER
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Eric
M. Specter
Executive
Vice President
Chief
Financial Officer
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EXHIBIT
INDEX