Attached files
| file | filename |
|---|---|
| EX-99.2 - DRESS BARN INC | v198164_ex99-2.htm |
| EX-99.1 - DRESS BARN INC | v198164_ex99-1.htm |
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
N/A
Date
of Report (date of earliest event reported)
_________________________
THE
DRESS BARN, INC.
(Exact
name of Registrant as specified in its charter)
_________________________
|
Connecticut
|
0-11736
|
06-0812960
|
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(IRS
Employer
|
|
incorporation)
|
Identification
Number)
|
30
Dunnigan Drive
Suffern,
New York 10901
(Address
of principal executive offices, including zip code)
(845)
369-4500
(Registrant’s
telephone number, including area code)
(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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4c))
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EXPLANATORY
NOTE
In
connection with the proposed corporate reorganization of The Dress Barn, Inc.
(“Dress Barn”) described in the proxy statement/prospectus included in the Form
S-4 of Ascena Retail Group, Inc. initially filed with the Securities and
Exchange Commission (the “SEC”) on August 20, 2010, Registration No. 333-168953
(the “Form S-4”), additional historical financial information of Tween Brands,
Inc. (“Tween Brands”) as of and for the quarter ended October 31, 2009 is
required to be included or incorporated by reference in the Form
S-4. Such historical financial information is filed herewith and
incorporated by reference in the Form S-4.
Also in
connection with the Form S-4, additional proforma information is required to
present the proforma consolidated statement of operations information for Dress
Barn’s fiscal year ended July 31, 2010 (“Fiscal 2010”) reflecting Dress Barn’s
acquisition of Tween Brands as if the merger had occurred at the beginning of
Fiscal 2010, to be included or incorporated by reference in the Form
S-4. Such proforma financial information is filed herewith and
incorporated by reference in the Form S-4.
Item
9.01 Financial Statements and Exhibits.
(a) Financial
statements of business acquired.
As
previously reported, on November 25, 2009, Dress Barn completed its acquisition
of Tween Brands pursuant to the Agreement and Plan of Merger dated as of June
24, 2009, by and among Dress Barn, Tween Brands and a wholly owned subsidiary of
Dress Barn (“Merger Sub”), pursuant to which Merger Sub was merged with and into
Tween Brands. The consolidated financial statements of Tween Brands
as of and for the quarter ended October 31, 2009 are filed herewith as Exhibit
99.1.
(b) Proforma
financial information.
The
unaudited proforma consolidated statement of operations information for Fiscal
2010 reflecting Dress Barn’s acquisition of Tween Brands is filed herewith as
Exhibit 99.2.
(d) Exhibits.
|
Exhibit
No
|
Description
|
|
|
99.1
|
Consolidated
financial statements of Tween Brands as of and for the quarter ended
October 31, 2009.
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|
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99.2
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Unaudited
proforma consolidated statements of operations for the fiscal year ended
July 31, 2010.
|
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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
.
| THE DRESS BARN, INC. | |||
|
Date:
October 4, 2010
|
By:
|
/s/ Armand Correia | |
| Name: Armand Correia | |||
| Title: Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |||
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