Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3)
Dated November 26, 2002 Registration No. 333-98741
(to Prospectus dated October 2, 2002) Cusip No. 161133AC7
$150,000,000
CHARMING SHOPPES, INC.
4.75% Senior Convertible Notes due 2012 and
the Common Stock issuable upon conversion of the Notes
The following table supplements the information set forth on pages 33 to 36
in the prospectus under Selling Securityholders with respect to the selling
securityholders and the principal amount of notes beneficially owned by such
selling securityholders that may be offered and sold pursuant to the prospectus
dated October 2, 2002, as previously supplemented. This prospectus supplement is
not complete without, and may not be delivered or utilized except in connection
with, the prospectus and any previous prospectus supplements.
Principal Amount Number of Number of Percentage
At Maturity of Shares of Shares of of Common
Notes Beneficially Percentage Common Stock Common Stock Stock
Owned that May of Notes Owned Prior that May Outstanding
Name Be Sold Outstanding to the Offering Be Sold (1) (2)
American Samoa Government $32,000 * 3,239 3,239 *
Cooperneff Convertible
Strategies (Cayman) Master
Fund 1,440,000 * 145,749 145,749 *
Sturgeon Limited 405,000 * 40,992 40,992 *
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* Less than 1%
(1) Assumes conversion of all of the holder's notes at a conversion price of
$9.88. However, this conversion price is subject to adjustment as described
under "Description of Notes-Conversion of Notes." As a result, the amount
of common stock issuable upon conversion of the notes may increase or
decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 112,763,060
shares of common stock outstanding as of September 18, 2002. In calculating
this amount, we treated as outstanding the number of shares of common stock
issuable upon conversion of that particular holder's notes. However, we did
not assume the conversion of any other holder's notes.
Because the selling securityholders listed above and in the prospectus
under the caption Selling Securityholders may, pursuant to the prospectus, as
supplemented, offer all or some portion of the notes, no estimate can be given
as to the amount of notes that will be held by the selling securityholders upon
termination of any such sales.
Furthermore, the selling securityholders identified in the table set forth
in the prospectus under the caption Selling Securityholders may have sold,
transferred or otherwise disposed of all or a portion of their notes or common
stock since the date on which they provided us with information regarding their
notes or common stock, and we have not made any independent inquiries as to the
foregoing.
Unless otherwise noted, all information provided in this prospectus
supplement is as of November 26, 2002.