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) ~~August~~October 242, 2009

Charlotte Russe Holding, Inc.

(Exact name of registrant as specified in charter)

Delaware

000-27677

33-0724325

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


4645 Morena Boulevard, San Diego, CA		92117
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (858) 587-1500

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 (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

~~On August 24, 2009,~~ Charlotte Russe Holding, Inc., ~~a Delaware corporation~~ (~~“Charlotte Russe” or~~ the “Company”), ~~Advent~~has CRentered ~~Holdings,~~into ~~Inc.,~~ a ~~Delaware~~First ~~corporation~~Amendment (the “~~Parent~~First Amendment”), ~~and~~to ~~Advent~~that ~~CR,~~certain ~~Inc.,~~Loan ~~a Delaware corporation~~ and aSecurity ~~wholly-owned~~Agreement ~~subsidiary~~(as ofamended, ~~Parent~~the (“~~Merger Sub~~Loan Agreement”), ~~entered~~dated ~~into~~as ~~an Agreement and Plan~~ of ~~Merger (the “Merger Agreement”)~~June 24, ~~pursuant~~2005 toby ~~which,~~and among ~~other~~Charlotte ~~things~~Russe, ~~Merger~~Inc., ~~Sub~~as ~~will~~borrower, ~~commence a tender offer (~~the ~~“Tender Offer”)~~Company, ~~to acquire all of~~ Charlotte Russe’s ~~outstanding shares of common stock~~Administration, ~~par value $0~~Inc.01, ~~per~~and ~~share~~Charlotte ~~(“Common~~Russe ~~Stock”)~~Merchandising, ~~including~~Inc., ~~the~~as ~~associated~~guarantors, ~~Rights~~and ~~(as~~Bank ~~defined~~of inAmerica, ~~Item 3~~N.~~03)~~A., as lender (the “~~Shares~~Lender”)~~, for $17~~.50 ~~per Share~~Pursuant ~~payable net~~ to the ~~seller~~First ~~in cash~~Amendment, ~~without~~dated ~~interest~~as ~~(the~~of ~~“Offer~~October 2, ~~Price”).~~2009, ~~The~~the ~~Merger~~Lender ~~Agreement~~has ~~also~~waived ~~provides~~any ~~that~~default ~~following~~or ~~completion~~event of ~~the~~default ~~Tender~~that ~~Offer,~~would ~~Merger~~arise ~~Sub~~as ~~will~~a beresult ~~merged~~of ~~with~~the ~~and~~change ~~into~~of ~~Charlotte~~control ~~Russe~~of (the ~~“Merger”)~~ ~~with~~Company. ~~Charlotte~~The ~~Russe~~First ~~surviving~~Amendment ~~the~~also ~~merger~~modifies asthe margins aapplicable ~~wholly-owned~~to ~~subsidiary~~the ofinterest ~~Parent.~~rate Aton the ~~effective~~loans ~~time~~made ofunder the ~~Merger,~~Loan ~~all~~Agreement. ~~remaining~~In ~~outstanding~~addition, ~~shares~~some of ~~Common~~the ~~Stock~~covenants ~~not~~have ~~tendered~~been inmodified ~~the~~to ~~Tender~~permit, ~~Offer~~among (other ~~than~~things, ~~shares~~(a) the incurrence of ~~Common Stock~~debt ~~(i) owned~~subordinated byto ~~Parent,~~the ~~Merger~~obligations ~~Sub,~~due ~~Charlotte~~the ~~Russe~~Lender under ~~and~~the ~~its~~Loan ~~subsidiaries~~Agreement; and (iib) ~~for~~certain ~~which appraisal has been properly demanded under Delaware law)~~distributions, ~~will~~acquisitions beand ~~acquired~~prepayments ~~for~~of ~~cash~~debt atso ~~the~~long ~~Offer~~as ~~Price~~an availability and ona ~~the~~fixed ~~terms~~charge ~~and~~coverage ~~conditions~~ratio ~~set~~tests ~~forth in~~are ~~the Merger Agreement~~met.

~~This~~Item ~~summary~~5.01 ofChanges ~~the~~in ~~principal~~Control ~~terms~~ of the Merger Agreement and the copy of the Merger Agreement filed as an exhibit to this Form 8-K are intended to provide information regarding the terms of the Merger Agreement and are not intended to modify or supplement any factual disclosures about Charlotte Russe in its public reports filed with the Securities and Exchange Commission (the “SEC”). In particular, the Merger Agreement and this summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to Charlotte Russe. Registrant

~~The~~On August 24, 2009, Charlotte Russe Holding, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) ~~provides~~with ~~that~~Advent CR Holding, Inc. (“Parent”) ~~will~~and ~~cause~~Advent CR, Inc. (“Merger Sub”), pursuant to ~~commence,~~which ~~and~~ Merger Sub ~~will~~commenced ~~commence,~~a tender offer to purchase all of the ~~Tender~~outstanding ~~Offer~~shares noof ~~later~~Common ~~than~~Stock, ~~five~~par ~~business days~~value ~~after~~$0.01 per share (the ~~date~~“Shares”), of the ~~Merger~~Company ~~Agreement~~for $17.50 Inper share payable net to the seller ~~Tender~~in cash and without interest (the “Offer Price”), ~~each~~upon ~~share~~the ofterms ~~Common~~and ~~Stock~~conditions ~~accepted~~set byforth ~~Merger~~in ~~Sub~~the inOffer ~~accordance~~to ~~with~~Purchase dated August 31, 2009 and the ~~terms~~related Letter of ~~the~~Transmittal ~~Tender~~(which, ~~Offer~~together ~~will~~with beany ~~exchanged~~amendments ~~for~~or supplements thereto, collectively constitute the ~~right~~“Offer”), toand ~~receive~~described ~~the~~in a Tender Offer ~~Price.~~Statement ~~Parent~~on ~~will~~Schedule ~~cause~~TO filed by Parent, Merger Sub, toAdvent ~~accept~~International ~~for~~GPE ~~payment~~VI Limited Partnership, ~~and~~Advent ~~Merger~~International ~~Sub~~GPE ~~will~~VI-A ~~accept~~Limited ~~for~~Partnership, ~~payment~~Advent International GPE VI-B Limited Partnership, ~~all~~Advent ~~shares~~International ofGPE ~~Common~~VI-C ~~Stock~~Limited ~~validly~~Partnership, ~~tendered~~Advent ~~and~~International ~~not~~GPE ~~withdrawn~~VI-D Limited Partnership, ~~pursuant~~Advent toInternational ~~the~~GPE ~~terms~~VI-E ofLimited ~~the~~Partnership, ~~Tender~~Advent ~~Offer~~International GPE VI-F Limited Partnership, Advent asInternational ~~soon~~GPE asVI-G ~~practicable~~Limited ~~following~~Partnership, ~~the~~Advent ~~Tender~~Partners ~~Offer’s~~GPE ~~expiration~~VI ~~date~~2008 ~~(in~~Limited Partnership, Advent Partners GPE VI 2009 Limited Partnership, and Advent Partners GPE VI–A Limited Partnership, GPE VI GP Limited Partnership, GPE VI GP no(Delaware) ~~event~~Limited ~~sooner~~Partnership, ~~than~~Advent 20International ~~business~~LLC, ~~days~~and ~~after~~Advent International Corporation with the ~~Tender~~SEC ~~Offer~~on ~~has~~August 31, ~~commenced)~~2009, as amended.

~~Neither~~The ~~the Tender~~ Offer ~~nor~~expired ~~the~~at ~~Merger~~12:00 isA.M. ~~subject~~midnight, toNew ~~a financing~~York ~~condition.~~City ~~Simultaneously~~time, ~~with~~at the ~~execution~~end of the ~~Merger~~day ~~Agreement~~on Monday, ~~Advent International Corporation~~September 28, in2009. ~~its~~According ~~capacity~~to asMellon ~~manager~~Investor ofServices ~~Advent~~LLC, ~~International~~the ~~GPE~~depositary VIfor ~~Limited~~the ~~Partnership~~Offer, ~~Advent~~at ~~International~~the expiration ~~GPE~~of ~~VI-A~~the ~~Limited Partnership~~Offer, ~~Advent~~ ~~International~~a ~~GPE~~total ~~VI-B~~of ~~Limited~~approximately ~~Partnership~~18,501,056 ~~Advent~~shares ~~International~~of ~~GPE~~the ~~VI-C~~Company’s ~~Limited~~Common ~~Partnership~~Stock, ~~Advent~~which ~~International~~represents ~~GPE~~approximately ~~VI-D~~81.4519% ~~Limited~~of ~~Partnership,~~the ~~Advent~~outstanding ~~International~~shares ~~GPE~~of ~~VI-E~~the ~~Limited~~Company’s ~~Partnership,~~Common ~~Advent~~Stock ~~International~~on ~~GPE~~a ~~VI-F~~fully ~~Limited Partnership,~~diluted ~~Advent~~basis ~~International~~and ~~GPE~~87.8462% ~~VI-G~~of ~~Limited~~the currently ~~Partnership~~outstanding shares, ~~Advent~~were ~~Partners~~validly ~~GPE~~tendered VIand ~~2008~~not ~~Limited~~withdrawn. Effective ~~Partnership~~October 2, ~~Advent~~2009, ~~Partners~~Merger ~~GPE~~Sub VIhas ~~2009~~accepted ~~Limited~~for ~~Partnership,~~payment and ~~Advent~~paid ~~Partners~~for ~~GPE~~all ~~VI-A~~Shares ~~Limited~~validly ~~Partnership~~tendered ~~(collectively,~~and ~~the~~not ~~“Sponsor Funds”),~~withdrawn ~~provided~~during athe ~~commitment~~initial ~~letter~~offering ~~to Parent and~~ period. Merger Sub funded ~~obligating~~ the ~~Sponsor~~acquisition ~~Funds~~from toavailable ~~provide~~cash. ~~funds~~As toa ~~Parent~~result, ~~and~~a ~~Merger~~change ~~Sub~~in ~~sufficient~~control toof ~~permit~~the ~~Parent~~Company ~~and~~has ~~Merger~~occurred ~~Sub~~and ~~to pay~~ the ~~consideration~~Company inhas ~~the~~become ~~Tender~~an ~~Offer~~indirect ~~and~~subsidiary ~~the~~of Parent.

~~Merger~~Subsequent ~~and~~ to ~~pay~~the ~~certain~~expiration ~~other~~of ~~monetary obligations that may be owed pursuant to~~ the ~~Merger Agreement~~Offer, ~~respectively~~on ~~(the~~September 29, ~~“Commitment Letter”). In addition~~2009, ~~simultaneous with the execution of the Merger Agreement~~ and ~~the~~in ~~Commitment Letter, the Sponsor Funds have also provided the Company~~ accordance with ~~two Guarantees (~~the ~~“Guarantees”)~~terms ~~in favor~~ of the ~~Company guaranteeing the payment of certain monetary obligations that may be owed pursuant to the~~ Merger Agreement, ~~including~~Merger ~~funds~~Sub ~~related~~commenced ~~to any specific performance remedy pursued by the Company in the event of~~ a ~~breach~~subsequent ofoffering ~~the~~period ~~Merger~~which ~~Agreement~~will ~~(the~~expire ~~“Total~~at ~~Obligations”). Under~~12:00 ~~the terms of the Guarantees, (i) Advent International GPE VI Limited Partnership, Advent International GPE VI-~~A.M. ~~Limited Partnership~~midnight, ~~Advent~~New ~~International~~York ~~GPE~~City ~~VI-B Limited Partnership~~time, ~~Advent~~at International GPE VI-C Limited Partnership, Advent International GPE VI-D Limited Partnership, Advent International GPE VI-E Limited Partnership, Advent International GPE VI-F Limited Partnership and Advent International GPE VI-G Limited Partnership jointly and severally guarantee the ~~payment of~~end ~~98.13%~~ of the ~~Total~~day ~~Obligations~~on ~~and~~Tuesday, ~~(ii)~~October ~~Advent Partners GPE VI 2008 Limited Partnership~~13, ~~Advent Partners GPE VI~~ 2009. ~~Limited~~All ~~Partnership,~~shares ~~and Advent Partners GPE VI-A Limited Partnership guarantee 1.87%~~ of ~~the~~Charlotte ~~Total Obligations. The Total~~Russe’s ~~Obligations~~Common ~~under~~Stock ~~the~~properly ~~Guarantees~~tendered ~~are~~during ~~subject to an aggregate limit of $380,283,529.80 (or $390,109,029.80, in~~ the ~~event~~subsequent ~~that~~offering ~~specific~~period ~~performance~~will ~~is found in a judicial determination (or settlement tantamount thereto) to~~ be ~~required~~accepted, ~~pursuant~~and totendering ~~the terms~~stockholders ~~and~~will ~~conditions~~receive of the ~~Merger~~Offer ~~Agreement)~~Price. InNo ~~addition,~~shares ~~the~~of ~~Company~~Charlotte Russe’s ~~board~~Common ofStock ~~directors~~tendered ~~and~~during ~~compensation committee have approved employment and certain non-binding equity incentive arrangement term sheets offered by Parent and Merger Sub to~~ the ~~existing~~initial ~~management~~offering ~~team.~~period ~~Copies~~or of the subsequent ~~Guarantees~~offering ~~are~~period ~~attached~~may ~~hereto as Exhibits 2.2 and 2.3, respectively, and incorporated by reference herein. The foregoing description of the Guarantees does not purport to~~ be ~~complete and is qualified in its entirety by reference to those documents as filed as exhibits hereto~~withdrawn.

~~Merger~~Pursuant ~~Sub’s obligation~~ to ~~accept for payment and pay all shares of Common Stock validly tendered pursuant to~~ the ~~Tender~~Merger ~~Offer~~Agreement, isMerger ~~subject~~Sub towill ~~the~~be ~~conditions~~merged ~~that~~with ~~the number of shares of Common Stock validly tendered~~ and ~~not~~into ~~withdrawn represents at least a majority of~~ the ~~total number of shares of Common~~ ~~Stock~~Company ~~outstanding, assuming the exercise of all outstanding options~~ (the “~~Minimum Tender Condition~~Merger”) ~~and~~with ~~that~~the ~~any~~Company ~~waiting~~surviving ~~period under~~ the ~~Hart-Scott-Rodino~~merger ~~Antitrust Improvement Act of 1976,~~ as ~~amended,~~a ~~applicable~~wholly-owned tosubsidiary ~~the purchase~~ of ~~the shares~~Parent. ofAt ~~Common Stock pursuant to~~ the ~~Offer~~effective ~~have~~time ~~expired~~of ~~or been terminated (~~the ~~“HSR~~Merger ~~Condition”). The Company has also granted to Parent an irrevocable option~~ (the “~~Top-Up~~Effective ~~Option~~Time”), ~~which~~all ~~Parent~~remaining ~~may~~outstanding ~~exercise~~Shares atnot ~~the~~tendered ~~time~~in ~~of or immediately after~~ the ~~acceptance for payment of, and payment by Merger Sub for, any shares of Common Stock pursuant to the~~ Offer, ~~to purchase from the Company the number of shares of Common Stock equal to the lesser of~~ (~~i) the number of shares~~other ofthan ~~Common~~Shares ~~Stock that, when added to the shares of Common Stock already~~ owned by Parent, ~~and~~ Merger Sub ~~following completion of the Offer~~, ~~constitutes one share of Common Stock more than 90% of~~ the ~~shares of Common Stock then outstanding on a fully diluted basis or (ii) the aggregate of the number of shares of Common Stock held as treasury shares by the~~ Company and its subsidiaries and ~~the~~Shares ~~number of shares of Common Stock~~ that ~~the~~are ~~Company~~outstanding isimmediately ~~authorized~~prior to ~~issue~~the ~~under~~Effective ~~its~~Time ~~certificate~~and ~~of incorporation but~~ that are ~~not~~held ~~issued~~by ~~and~~any ~~outstanding~~person ~~(and~~who ~~are~~is ~~not~~entitled ~~reserved~~to ~~for~~demand ~~issuance~~and ~~pursuant~~properly todemands ~~the~~appraisal ~~exercise~~ of ~~options~~such ~~outstanding~~Shares pursuant ~~under~~to, ~~the~~and ~~Company’s~~who ~~employee~~complies ~~stock~~in ~~plans)~~all asrespects ofwith, ~~immediately~~Section 262 ~~prior to the exercise~~ of the ~~Top-Up~~Delaware ~~Option.~~General ~~If Parent~~Corporation orLaw), ~~Merger~~will ~~Sub~~be ~~acquires~~acquired ~~more~~for ~~than~~cash ~~90%~~at of the ~~outstanding~~Offer ~~shares~~Price ofand ~~Common~~on ~~Stock, including through exercise of~~ the ~~Top-Up~~terms ~~Option,~~and itconditions ~~will~~set ~~complete~~forth in the Merger ~~through the “short form” procedures available under Delaware law~~Agreement.

~~The~~Item ~~obligation~~5.02 ofDeparture ~~Merger Sub to accept for payment and pay all shares~~ of ~~Common~~Directors ~~Stock validly tendered and not withdrawn pursuant to the Tender Offer is subject to the satisfaction~~ or ~~waiver~~Certain ofOfficers; aElection ~~number~~ of ~~other customary closing conditions as set forth in the Merger Agreement.~~ Directors

~~The~~Effective ~~Merger~~as ~~Agreement~~of ~~contains~~October 2, ~~certain~~2009, ~~termination~~in ~~rights~~connection bywith ~~Charlotte~~the ~~Russe~~Merger ~~and~~Sub’s ~~Parent~~acceptance ~~including~~for payment, ~~with~~and ~~respect~~payment tofor ~~Charlotte~~all ~~Russe,~~Shares invalidly ~~the~~tendered ~~event~~and ~~that Charlotte~~not ~~Russe~~withdrawn ~~receives~~during athe ~~superior~~initial ~~proposal.~~offering Inperiod ~~connection~~of the ~~with~~Offer and pursuant to the ~~termination~~terms of the Merger Agreement ~~under specified circumstances~~, ~~including~~the ~~with~~following ~~respect~~directors toof the ~~acceptance~~Company ofresigned: aMichael ~~superior~~J. ~~proposal by Charlotte Russe~~Blitzer, ~~Charlotte~~Paul ~~Russe~~R. ~~may~~Del ~~be required~~Rossi, toJohn ~~pay~~D. ~~Parent~~Goodman, aEmilia ~~termination~~Fabricant ~~fee~~and ~~equal~~Herbert toJ. ~~$11,408,506~~Kleinberger.~~00.~~ InEffective ~~addition,~~as inof the ~~event~~same ~~the~~date, ~~Merger~~and after ~~Agreement~~such isresignations, ~~terminated~~the asboard aof ~~result~~directors of athe ~~failure~~Company offilled the ~~Minimum~~vacancies ~~Tender~~created ~~Condition~~by tosuch beresignations ~~satisfied~~by atappointing ~~the~~David ~~scheduled~~Mussafer, ~~expiration~~Andrew ofW. ~~the~~Crawford, ~~Offer~~ and ~~no termination~~Jenny ~~fee~~Ming isto ~~payable,~~serve ~~the~~as ~~Company~~directors ~~shall~~of ~~pay~~the ~~all~~Company. ~~costs~~Information ~~and~~about ~~expenses~~the updirectors designated tofor ~~$2,500,000.00~~appointment ~~incurred~~ by ~~Parent and~~ Merger Sub inhas ~~connection~~been ~~with~~previously ~~the~~disclosed ~~Merger~~in ~~Agreement and~~ the ~~Tender~~Information ~~Offer,~~Statement ~~which~~contained ~~payment~~in ~~will~~the beSchedule ~~offset~~14D-9 ~~against any termination fee~~ which ~~may~~was ~~become~~filed ~~payable~~by ~~after~~the ~~termination~~Company ofwith the ~~Merger~~Securities ~~Agreement.~~and ~~The~~Exchange ~~Merger~~Commission ~~Agreement~~(the ~~also~~“SEC”) ~~provides~~on ~~that~~August ~~Charlotte~~31, ~~Russe~~2009, as ~~may~~amended ~~specifically~~(the ~~enforce~~“Schedule ~~Parent’s~~14D-9”) and ~~Merger~~is ~~Sub’s~~incorporated ~~obligations~~herein ~~under~~by ~~the Merger Agreement~~reference.

~~The~~Merger ~~foregoing~~Sub ~~description~~has advised the Company that, to the best of its knowledge, none of the directors designated for appointment by Merger ~~Agreement~~Sub ~~does~~is ~~not~~currently ~~purport~~a todirector beof, ~~complete~~or ~~and~~holds isany ~~qualified~~position inwith, the Company or any of its ~~entirety~~subsidiaries. byMerger ~~reference~~Sub has advised the Company that, to the ~~Merger~~best ~~Agreement~~of its knowledge, none of its designees or any of his or her immediate family members (i) has a familial relationship with any directors, other nominees or executive officers of the Company or any of its subsidiaries, or (ii) has been involved in any ~~which~~transactions iswith ~~filed~~the asCompany ~~Exhibit~~or ~~2.1~~any ~~hereto~~of its subsidiaries, in each case, that are required to be disclosed pursuant to the rules and isregulations ~~incorporated~~of ~~herein~~the bySEC, ~~reference~~except as may be disclosed in the Schedule 14D-9.

~~The~~In ~~Merger~~addition, ~~Agreement~~on ~~has~~October ~~been~~5, ~~provided solely to inform investors of its terms. The representations~~2009, ~~warranties~~Emilia ~~and~~Fabricant ~~covenants~~gave ~~contained in~~ the ~~Merger~~Company ~~Agreement~~notice ~~were~~that ~~made~~she ~~only~~was ~~for~~terminating ~~purposes~~her ofemployment ~~such~~as ~~agreement~~President and asChief Merchandising ofOfficer ~~specific~~for ~~dates,~~“good ~~were~~reason” ~~made~~pursuant ~~solely~~to ~~for~~ the ~~benefit~~terms of the ~~parties~~Offer toLetter ~~the~~dated ~~Merger~~November ~~Agreement and may be intended not as statements of fact~~11, ~~but~~2008 ~~rather~~between ~~as a way of allocating~~ the ~~risk~~Company toand ~~one~~Emilia ofFabricant (the ~~parties~~“Fabricant ifOffer ~~those statements prove to be inaccurate~~Letter”). InThe ~~addition,~~Company ~~such representations, warranties~~ and ~~covenants~~Ms. ~~may~~Fabricant ~~have~~agreed ~~been~~to ~~qualified~~waive bythe ~~certain~~30 ~~disclosures~~days’ ~~not~~notice ~~reflected~~provision in the ~~text~~Fabricant ofOffer ~~the~~Letter ~~Merger~~so ~~Agreement, and may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company~~Ms. ~~Investors~~Fabricant’s ~~are~~termination ~~not third-party~~was ~~beneficiaries~~effective ~~under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof~~ as ~~characterizations~~ of ~~the~~October ~~actual state of facts or condition of Charlotte Russe~~5, ~~Parent, Merger Sub, or any of their respective subsidiaries or affiliates~~2009.

AAlso, ~~copy~~effective ofOctober ~~a press release issued by Charlotte Russe on August 24~~5, 2009 ~~concerning~~, the ~~foregoing~~employment isof ~~attached~~Edward Wong as ~~Exhibit~~Chief ~~99.1~~Operating ~~hereto~~Officer terminated.

Item 3.03 Material Modification to Rights of Security Holders

On August 24, 2009, Charlotte Russe entered into an Amendment No. 1 to Rights Agreement between Mellon Investor Services LLC, as rights agent (the “Rights Agent”) and Charlotte Russe (the “Amendment”). The Amendment amends the terms of that certain Rights Agreement, dated as of August 13, 2008, by and between Charlotte Russe and the Rights Agent (the “Rights Agreement”). The Amendment was entered into in order to ensure that the Merger Agreement, the Offer, the Top-Up Option, the Merger or the consummation of any other transaction contemplated by the Merger Agreement does not trigger the distribution and/or exercise of the Rights (as defined in the Rights Agreement). The Amendment provides that, among other things, (i) no Person (as defined in the Rights Agreement) will be or become an Acquiring Person (as defined in the Rights Agreement) as a result of, among other things, the execution and delivery of the Merger Agreement, the Offer, the Top-Up Option, the Merger or the other transactions contemplated by the Merger Agreement; (ii) no Shares Acquisition Date (as defined in the Rights Agreement) or Distribution Date (as defined in the Rights Agreement) will occur as a result of, among other things, the execution and delivery of the Merger Agreement, the Offer, the Top-Up Option, the Merger or the other transactions contemplated by the Merger Agreement; and (iii) the Rights will expire immediately prior to the Effective Time (as defined in the Merger Agreement).

A copy of the Amendment is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment.

NOTICES

Important Information about the Tender Offer

The Offer described herein has not yet commenced, and this report is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the Tender Offer is commenced, Merger Sub and Parent will file a tender offer statement on Schedule TO with the SEC, and the Company will file a solicitation/recommendation statement on Schedule 14D-9, with respect to the Tender Offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned Tender Offer. Those materials will be made available to the Company’s stockholders at no expense to them. In addition, all of those materials (and all other Tender Offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

Statement on Cautionary Factors

Except for the historical information presented herein, matters discussed herein may constitute forward-looking statements. Such statements include, but are not limited to, statements about Charlotte Russe’s beliefs, plans, objectives, goals, expectations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. The words “may,” “could,” should,” “would,” “believe,” anticipate,” “estimate,” “expect,” “intend,” “plan,” “target,” “goal,” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or from any results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that a condition to the closing of the transaction will not be satisfied, other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period, general and regional economic conditions, industry trends, consumer demands and preferences, competition from other retailers and uncertainties generally associated with women’s apparel and accessory retailing. A description of these factors, as well as others that could affect the Company’s business, is set forth in the Company’s annual report on Form 10-K and quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission. The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

2.1		Agreement and Plan of Merger, dated as of August 24, 2009 among Advent CR Holdings, Inc., Advent CR, Inc. and Charlotte Russe Holding, Inc.
2.2		Guarantee of Advent International GPE VI Limited Partnership, Advent International GPE VI-A Limited Partnership, Advent International GPE VI-B Limited Partnership, Advent International GPE VI-C Limited Partnership, Advent International GPE VI-D Limited Partnership, Advent International GPE VI-E Limited Partnership, Advent International GPE VI-F Limited Partnership and Advent International GPE VI-G Limited Partnership in favor of Charlotte Russe Holding, Inc. dated as of August 24, 2009.
2.3		Guarantee of Advent Partners GPE VI 2008 Limited Partnership, Advent Partners GPE VI 2009 Limited Partnership, and Advent Partners GPE VI-A Limited Partnership in favor of Charlotte Russe Holding, Inc. dated as of August 24, 2009.
10.1		Amendment No. 1 to Rights Agreement between Mellon Investor Services LLC, as rights agent, and Charlotte Russe Holding, Inc. dated as of August 24, 2009.
99.1		Press Release dated August 24, 2009, relating to the transactions described above.

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.

CHARLOTTE RUSSE HOLDING, INC.


	CHARLOTTE RUSSE HOLDING, INC.

Date: October 8, 2009	By:	/s/ FREDERICK G. SILNY
		Frederick G. Silny
		Chief Financial Officer, Principal Accounting Officer, Executive Vice President, Corporate Secretary and Treasurer

Date: August 24, 2009	By:	/s/ Frederick G. Silny
		Frederick G. Silny
		Chief Financial Officer, Principal Accounting Officer, Executive Vice President, Corporate Secretary and Treasurer

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of August 24, 2009 among Advent CR Holdings, Inc., Advent CR, Inc. and Charlotte Russe Holding, Inc.
2.2		Guarantee of Advent International GPE VI Limited Partnership, Advent International GPE VI-A Limited Partnership, Advent International GPE VI-B Limited Partnership, Advent International GPE VI-C Limited Partnership, Advent International GPE VI-D Limited Partnership, Advent International GPE VI-E Limited Partnership, Advent International GPE VI-F Limited Partnership and Advent International GPE VI-G Limited Partnership in favor of Charlotte Russe Holding, Inc. dated as of August 24, 2009.
2.3		Guarantee of Advent Partners GPE VI 2008 Limited Partnership, Advent Partners GPE VI 2009 Limited Partnership, and Advent Partners GPE VI-A Limited Partnership in favor of Charlotte Russe Holding, Inc. dated as of August 24, 2009.
10.1		Amendment No. 1 to Rights Agreement between Mellon Investor Services LLC, as rights agent, and Charlotte Russe Holding, Inc. dated as of August 24, 2009.
99.1		Press Release dated August 24, 2009, relating to the transactions described above.

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