dfan14a07602002_04022009.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant   ¨

Filed by a Party other than the Registrant   x

Check the appropriate box:

o           Preliminary Proxy Statement

¨           Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

¨           Definitive Proxy Statement

x           Definitive Additional Materials

o           Soliciting Material Under Rule 14a-12

CHARLOTTE RUSSE HOLDING, INC.
(Name of Registrant as Specified in Its Charter)
 
KARPREILLY CAPITAL PARTNERS, L.P.
KARPREILLY GP I, LLC
ALLAN W. KARP
CHRISTOPHER K. REILLY
WILLIAM P. LOGAN
HEZY SHAKED
GABRIEL BITTON
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

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x           No fee required.

¨           Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 



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(2)           Aggregate number of securities to which transaction applies:
 


 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 


(4)           Proposed maximum aggregate value of transaction:
 


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¨           Fee paid previously with preliminary materials:
 


¨           Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
 

 
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On March 25, 2009, KarpReilly Capital Partners, L.P. (“KarpReilly”), together with the other participants named herein, made a definitive filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement and accompanying GOLD proxy card to be used to solicit votes for the election of its slate of director nominees at the 2009 annual meeting of stockholders (the “Annual Meeting”) of Charlotte Russe Holding, Inc.

Item 1:  KarpReilly presented the following Slide Presentation to PROXY Governance, Inc. on April 2, 2009,  and will present the Slide Presentation to RiskMetrics Group on April 3, 2009: