UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
CHARMING SHOPPES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
161133103
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(CUSIP Number)
December 2, 2010
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 161133103
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1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities only):
LEON G. COOPERMAN
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
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3. SEC Use Only
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4. Citizenship or Place of Organization: UNITED STATES
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Number of 5. Sole Voting Power: 4,519,175
Shares Bene-
ficially 6. Shared Voting Power: 3,201,372
Owned by
Each Report- 7. Sole Dispositive Power: 4,519,175
ing Person
With 8. Shared Dispositive Power: 3,201,372
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9. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,720,547
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10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [_]
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11. Percent of Class Represented by Amount in Row (9): 6.69 %
The beneficial ownership percentage set forth herein has been calculated based
on 115,470,106 common shares of the Issuer outstanding on November 29, 2010, as
reported on the Issuer's Form 10-Q for the quarter ending October 30, 2010
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12. Type of Reporting Person: IN
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CUSIP No. 161133103
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Item 1(a) Name of Issuer:
CHARMING SHOPPES, INC. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
3750 State Road
Bensalem PA 19020
Item 2(a) Name of Person Filing:
This statement is filed on behalf of Leon G. Cooperman ("Mr. Cooperman").
Mr. Cooperman is the Managing Member of Omega Associates, L.L.C.
("Associates"), a limited liability company organized under the laws of the
State of Delaware. Associates is a private investment firm formed to invest in
and act as general partner of investment partnerships or similar investment
vehicles. Associates is the general partner of limited partnerships organized
under the laws of Delaware known as Omega Capital Partners, L.P. ("Capital LP"),
Omega Capital Investors, L.P.("Investors LP"), and Omega Equity Investors, L.P.
("Equity LP"). These entities are private investment firms engaged in the
purchase and sale of securities for investment for their own accounts.
Mr. Cooperman is the President, CEO, and majority stockholder of Omega
Advisors, Inc. ("Advisors"), a Delaware corporation, engaged in investing for
its own account and providing investment management services, and Mr. Cooperman
is deemed to control said entity.
Advisors serves as the investment manager to Omega Overseas Partners, Ltd.
("Overseas"), a Cayman Island exempted company, with a business address at
British American Tower, Third Floor, Jennrett Street, Georgetown, Grand Cayman
Island, British West Indies. Mr. Cooperman has investment discretion over
portfolio investments of Overseas and is deemed to control such investments.
Advisors serves as a discretionary investment advisor to a limited number
of institutional clients (the "Managed Accounts"). As to the Shares owned by the
Managed Accounts, there would be shared power to dispose or to direct the
disposition of such Shares because the owners of the Managed Accounts may be
deemed beneficial owners of such Shares pursuant to Rule 13d-3 under the Act as
a result of their right to terminate the discretionary account within a period
of 60 days.
Mr. Cooperman is the ultimate controlling person of Associates, Capital LP,
Investors LP, Equity LP, Overseas, and Advisors.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of Mr. Cooperman,
Capital LP, Investors LP, Equity LP, and Advisors is 88 Pine Street, Wall Street
Plaza - 31st Floor, New York, NY 10005.
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CUSIP No. 161133103
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Item 2(c) Citizenship: Mr. Cooperman is a United States citizen;
Item 2(d) Title of Class of Securities: Common Stock (the "Shares")
Item 2(e) CUSIP Number: 161133103
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c):
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a)(b) Amount Beneficially Owned and Percent of Class:
Mr. Cooperman may be deemed the beneficial owner of 7,720,547 Shares which
constitutes approximately 6.69 % of the total number of Shares outstanding.
This consists of 1,871,800 Shares owned by Capital LP; 652,600 Shares owned
by Equity LP; 411,224 Shares owned by Investors LP; 1,583,551 Shares owned by
Overseas; and 3,201,372 Shares owned by the Managed Accounts.
Item 4(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 4,519,175
(ii) Shared power to vote or to direct the vote: 3,201,372
(iii) Sole power to dispose or to direct the disposition of: 4,519,175
(iv) Shared power to dispose or to direct the disposition of: 3,201,372
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable.
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CUSIP No. 161133103
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below the undersigned certifies that, to the best of his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the Issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
DATED: December 13, 2010
LEON G. COOPERMAN, individually,
as Managing Member of Omega
Associates, L.L.C. on behalf of
Omega Capital Partners, L.P.,
and as General Partner of Watchung
Road Associates, L.P.
By /s/ ALAN M. STARK
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Alan M. Stark
Attorney-in-Fact
Power of Attorney on file
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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