Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3)
Dated November 20, 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)
---- ------- ----------- --------------- ----------- ---
BP Amoco PLC Master Trust $819,000 * 82,895 82,895 *
Deutsche Bank Securities Inc. 3,350,000 2.2% 339,069 339,069 *
Hotel Union and Hotel
Industry of Hawaii Pension
Plan 344,000 * 34,818 34,818 *
Jefferies and Company Inc. 8,000 * 810 810 *
Putnam Convertible Income -
Growth Trust 4,660,000 3.1 471,660 471,660 *
Sphinx Convertible Arb Fund
SPC 261,000 * 26,417 26,417 *
The Estate of James Campbell 237,000 * 23,988 23,988 *
The James Campbell Corporation 190,000 * 19,231 19,231 *
Univar USA Inc. Retirement
Plan 110,000 * 11,134 11,134 *
Viacom Inc. Pension Plan
Master Trust 30,000 * 3,036 3,036 *
Zurich Institutional
Benchmarks Master Fund Ltd. 1,637,000 1.1 165,688 165,688 *
* 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 20, 2002.