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Tween Brands, Inc. – ‘DEFM14A’ on 10/27/09

On:  Tuesday, 10/27/09, at 7:33am ET   ·   Effective:  10/27/09   ·   Accession #:  930413-9-5368   ·   File #:  1-14987

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/27/09  Tween Brands, Inc.                DEFM14A    10/27/09    1:2.3M                                   Command Financial

Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Definitive Proxy Solicitation Material - Merger or  HTML   1.40M 
                          Acquisition                                            

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 a party other than the Registrant o

Check the appropriate box:

TWEEN BRANDS, INC.

(Exact name of Registrant as specified in its charter)

_____________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

A MERGER IS PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Fellow Stockholder:

We are pleased to inform you that Tween Brands, Inc. has agreed, subject to stockholder approval and upon the terms and subject to the conditions set forth in the merger agreement, to be acquired by The Dress Barn, Inc. pursuant to a merger in which a wholly owned subsidiary of Dress Barn will be merged with and into Tween Brands, with Tween Brands surviving.

You are cordially invited to attend a special meeting of Tween Brands stockholders at 9:00 a.m. Eastern Time on  November 25, 2009 at Tween Brands’ corporate offices, located at 8323 Walton Parkway, New Albany, Ohio, to consider and vote upon a proposal to adopt the merger agreement. Only stockholders who hold shares of Tween Brands common stock at the close of business on October 26, 2009 will be entitled to vote. You may vote your shares at the special meeting only if you are present in person or represented by proxy.

If the planned merger takes place, each outstanding share of Tween Brands common stock will be converted into the right to receive 0.47 shares of Dress Barn common stock (or such adjusted amount of shares as described herein). Dress Barn common stock is listed on The Nasdaq Global Select Market under the symbol “DBRN.” Based on the last reported sale price per share of Dress Barn common stock on  October 23, 2009, the latest practicable date before the date of this proxy statement/prospectus, the 0.47 exchange ratio represented approximately $9.11  in value for each share of Tween Brands common stock. Dress Barn expects to issue approximately 11.8 million shares of Dress Barn common stock to Tween Brands stockholders, based on Tween Brands’ shares of common stock and equity awards outstanding as of  October 26, 2009. THE BOARD OF DIRECTORS OF TWEEN BRANDS HAS UNANIMOUSLY DETERMINED THAT THE MERGER AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, ARE ADVISABLE AND IN THE BEST INTERESTS OF, AND FAIR TO, TWEEN BRANDS AND ITS STOCKHOLDERS AND HAS APPROVED SUCH ITEMS AND RECOMMENDS THAT HOLDERS OF TWEEN BRANDS COMMON STOCK VOTE IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT.

You are also being asked to approve the adjournment of the special meeting to a later date, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the merger agreement.

In light of the importance of the merger proposal, we urge you to attend the special meeting. Your vote is very important. Whether or not you expect to attend the special meeting, please submit the enclosed proxy card (or submit your proxy over the telephone or the Internet) as soon as possible to ensure that your shares are represented at the special meeting. Returning your proxy card (or submitting your proxy over the telephone or the Internet) will not prevent you from attending the special meeting and voting in person should you choose to do so. If your shares are held in “street name” by your broker, you should instruct your broker to vote your shares by following the directions your broker provides. Please note that a failure to vote your shares either in person at the meeting or by submitting a proxy or voting instruction form is the equivalent of a vote against the merger.

The enclosed proxy statement/prospectus provides you with important information about the proposed merger. Please give this information your careful attention. In particular, you should read and consider carefully the discussion in the section entitled “Risk Factors” beginning on page 31 of the proxy statement/prospectus.

Sincerely,

MICHAEL W. RAYDEN
Chairman and Chief Executive Officer

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORS HAVE APPROVED OR DISAPPROVED THE TRANSACTION DESCRIBED HEREIN OR THE DRESS BARN COMMON STOCK TO BE ISSUED PURSUANT TO THE MERGER OR DETERMINED WHETHER THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated October 26, 2009, and is first being mailed to stockholders of Tween Brands on or about October 27, 2009.

ADDITIONAL INFORMATION

We incorporate by reference important business and financial information about Tween Brands and Dress Barn into this proxy statement/prospectus that is not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 106. You may obtain these documents through the Securities and Exchange Commission website at www.sec.gov. You may also request a copy of these documents at no cost by writing or telephoning Dress Barn or Tween Brands, as the case may be, at:

You may also obtain documents incorporated by reference into this proxy statement/prospectus by requesting them in writing or by telephone from Morrow & Co., LLC, Tween Brands’ proxy solicitation agent, at the following address and telephone number:

Morrow & Co., LLC
470 West Ave.
Stamford, CT 06902

To obtain timely delivery of such information, you must request such information no later than November 18, 2009.

TWEEN BRANDS, INC.
8323 Walton Parkway
New Albany, Ohio 43054
(614) 775-3500

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On November 25, 2009

October 27, 2009

After careful consideration, the board of directors of Tween Brands has unanimously determined that the merger agreement and the consummation of the transactions contemplated thereby, including the merger, are advisable and in the best interests of, and fair to, Tween Brands and you, the Tween Brands stockholders. The board of directors of Tween Brands unanimously recommends that you vote “FOR” Proposal No. 1, the adoption of the merger agreement, and “FOR” Proposal No. 2, the adjournment of the special meeting to a later date, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the merger agreement.

Important Notice Regarding the Availability of Proxy Materials for Tween Brands’ Special Meeting of Stockholders to Be Held on November 25, 2009: The accompanying proxy statement/prospectus is available at www.tweenbrands.com.

TABLE OF CONTENTS

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains or incorporates by reference forward-looking statements and information that are based on the current beliefs and expectations of the respective managements of Dress Barn and Tween Brands as well as assumptions made by, and information currently available to, Dress Barn and its subsidiaries or Tween Brands and its subsidiaries, as the case may be.

Examples of forward-looking statements include statements regarding Dress Barn’s or Tween Brands’ future financial results, operating results, business strategies, projected costs, competitive prices, and plans and objectives of management for future operations. When used in or incorporated by reference into this proxy statement/prospectus, the words “anticipate,” “believe,” “plan,” “estimate,” “expect” and “intend” and other similar expressions, as they relate to Dress Barn or Tween Brands or their respective managements or stockholders, are intended to identify forward-looking statements.

These forward-looking statements reflect the current views of Dress Barn and Tween Brands with respect to future events and are subject to a number of known and unknown risks, delays, uncertainties and other important factors not under Dress Barn’s or Tween Brands’ control, including: those set forth under the heading “Risk Factors” beginning on page 31 of this proxy statement/prospectus; the risks described in Dress Barn’s filings with the Securities and Exchange Commission, which we refer to as the SEC, including Dress Barn’s Annual Report on Form 10-K for the fiscal year ended July 25, 2009; the risks described in Tween Brands’ filings with the SEC, including Tween Brands’ Annual Report on Form 10-K for the fiscal year ended January 31, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended May 2, 2009 and August 1, 2009; and the following important factors and assumptions, that could affect the future results of Dress Barn following the merger, or the future results of Tween Brands and Dress Barn if the merger does not occur, and could cause actual results to differ materially from the results, performance or other expectations implied or expressed in any forward-looking statements:

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus. Neither Dress Barn nor Tween Brands undertakes any obligation to update or revise these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

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QUESTIONS AND ANSWERS ABOUT THE MERGER

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SUMMARY

This summary highlights selected information contained or incorporated by reference in this proxy statement/prospectus and may not contain all of the information that is important to you. This summary is not intended to be complete and reference is made to, and this summary is qualified in its entirety by, the more detailed information contained or incorporated by reference in this proxy statement/prospectus and the annexes attached to this proxy statement/prospectus. To fully understand the merger, and for a more complete description of the legal terms of the merger, you should read carefully this proxy statement/prospectus, together with the annexes and the documents to which we refer you. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus and is incorporated herein by reference. We encourage you to read these documents in their entirety for a more complete description of the merger, because they are the legal documents that govern the merger. In addition, we incorporate by reference important business and financial information about Tween Brands and Dress Barn into this proxy statement/prospectus. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 106. We have included page references parenthetically to direct you to a more complete description of the topics presented in this summary.

Information About the Companies

The Dress Barn, Inc.
30 Dunnigan Drive
Suffern, New York 10901
(845) 369-4500

The Dress Barn, Inc. operates women’s apparel specialty stores, principally under the names “dressbarn,” “dressbarn woman” and “maurices.” Since Dress Barn’s retail business began in 1962, it has established, marketed and expanded its brands as a source of fashion and value. Dress Barn offers a lifestyle-oriented, stylish, value-priced assortment of career and casual fashions tailored to its customers’ needs. As of July 25, 2009, Dress Barn operated 1,559 stores in 48 states and the District of Columbia, including 684 dressbarn Combo stores (a combination of dressbarn and dressbarn woman brands), 721 maurices stores, 120 dressbarn stores and 34 dressbarn woman stores.

The dressbarn stores are typically operated as Combo stores, offering both dressbarn and larger-sized dressbarn woman merchandise. Dress Barn also operates stand-alone dressbarn and dressbarn woman stores in certain markets. The dressbarn brands cater to 35- to 55-year-old women, sizes 4 to 24. The dressbarn stores offer in-season, moderate to better quality career and casual fashion at value prices, and are located primarily in convenient strip shopping centers in major trading and high-density markets and surrounding suburban areas. Dress Barn’s centrally managed merchandise selection is changed and augmented frequently to keep its merchandise presentation fresh and exciting. Carefully edited, coordinated merchandise is featured in a comfortable, easy-to-shop environment, staffed by friendly, service-oriented salespeople.

Dress Barn’s maurices stores cater to the apparel and accessory needs of 17- to 34-year-old women and are typically located in small markets with populations of approximately 25,000 to 100,000. The maurices stores offer moderately priced, up-to-date fashions, sizes 4 to 24, designed to appeal to a younger female customer than the dressbarn brands. The maurices merchandise is primarily sold under two brands, maurices and Studio Y. The maurices brand encompasses women’s casual clothing, career wear and accessories. Studio Y represents women’s dressy apparel. The maurices stores are typically located near large discount and department stores to capitalize on the traffic those retailers generate. Dress Barn seeks to differentiate maurices from those retailers by offering a wider selection of style, color and current fashion and by the shopping experience Dress Barn offers, which emphasizes a visually stimulating environment with a helpful staff. While the

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maurices stores offer a core merchandise assortment, individual maurices stores vary and augment their merchandise assortment to reflect individual store demands and local market preferences.

All of Dress Barn’s stores are directly managed and operated by Dress Barn. Virtually all of Dress Barn’s stores are open seven days a week and most evenings. Dress Barn utilizes creative incentive programs and comprehensive training programs to ensure that its customers receive friendly and helpful service.

Since the acquisition of maurices in 2005, Dress Barn has sought appropriate opportunities to generate synergies through leveraging certain centralized functions, such as taxes, purchasing, lease administration, imports and loss prevention. Dress Barn believes its synergies have improved both dressbarn’s and maurices’ performance.

Locations and Properties

As of July 25, 2009, Dress Barn operated 1,559 stores in 48 states and the District of Columbia, of which 1,001 of the stores were located in strip centers and 233 stores were located in outlet centers. During the fiscal year ended July 25, 2009, or fiscal 2009, no store accounted for as much as 1% of our total sales. The table below indicates the type of shopping facility in which the stores were located:

As of July 25, 2009, dressbarn had 6.4 million total square feet in all its stores and maurices had 3.5 million total square feet. All of Dress Barn’s store locations are leased. Dress Barn’s leases typically contain renewal options and also provide an option to terminate at little or no cost, particularly in the early years of a lease, if specified sales volumes are not achieved. The dressbarn stores are primarily concentrated in the northeast while the maurices stores are primarily concentrated in the Midwest.

During fiscal 2009, Dress Barn opened 31 dressbarn Combo stores, and converted six existing stores to Combo stores. Dress Barn opened 49 maurices stores during fiscal 2009. Dress Barn evaluates store-level performance and seeks to close or relocate underperforming stores. During fiscal 2009, Dress Barn closed 24 locations, including 19 dressbarn stores and five maurices stores. Dress Barn expects to open approximately 50 new stores for the 53-week period ending on July 31, 2010, or fiscal 2010, comprised of approximately 15 dressbarn locations (almost all of which will be Combo stores) and approximately 35 maurices locations. Net of store closings, Dress Barn currently plans dressbarn square footage to be flat and to increase its aggregate maurices square footage by approximately 4% for a net increase of approximately 2% in fiscal 2010.

Dress Barn owns an approximately 900,000 square-foot distribution/office facility and 16 acres of adjacent land in Suffern, New York, which houses, in approximately 510,000 square feet, Dress Barn’s corporate offices and its dressbarn distribution center, with the remainder of the facility leased to two third parties. Dress Barn owns maurices’ corporate headquarters in downtown Duluth, Minnesota, which is composed of three office buildings totaling approximately 151,000 square feet. Dress Barn also owns an approximately 360,000 square-foot distribution center in Des Moines, Iowa, which houses its maurices warehousing and distribution operations.

Advertising and Marketing

Dress Barn relies on direct mail, national print advertising in lifestyle magazines and compelling window and in-store marketing materials to communicate its fashion and promotional message.

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Dress Barn utilizes a customer relationship management system to track customer transactions and determine strategic decisions for its direct mail initiatives. Dress Barn pursues a public relations strategy to garner editorial exposure.

Dress Barn participates in national cause-related marketing initiatives that resonate with its customers, creating brand affinity. Dress Barn’s current key partners in these programs include The American Cancer Society, Dress for Success and American Heart Association. Dress Barn believes these programs, which are conducted at the local level, reinforce that its stores are important members of their communities.

Trademarks

Dress Barn has U.S. Certificates of Registration of Trademark and trademark applications pending for the operating names of its stores and its major private label merchandise brands. Dress Barn believes its dressbarn, dressbarn woman, maurices, Studio Y and YVOS trademarks are material to the continued success of its business. Dress Barn also believes that its rights to these trademarks are adequately protected.

Associates

As of July 25, 2009, Dress Barn had approximately 14,100 associates, approximately 8,600 of whom worked part-time. Dress Barn typically adds temporary associates during peak selling periods. None of its associates are covered by any collective bargaining agreement. Dress Barn considers its associate relations to be good.

Seasonality

Dress Barn has historically experienced substantially lower earnings in its second fiscal quarter ending in January, reflecting the intense promotional atmosphere that has characterized the holiday shopping season in recent years. In addition, its quarterly results of operations may fluctuate materially depending on, among other things, adverse weather conditions, shifts in timing of certain holidays, the number and timing of new store openings and closings, net sales contributed by new stores and changes in its merchandise mix.

Competition

The retail apparel industry is highly competitive and fragmented, with numerous competitors, including department stores, off-price retailers, specialty stores, discount stores, mass merchandisers and Internet-based retailers, many of which have substantially greater financial, marketing and other resources than Dress Barn. Many of Dress Barn’s competitors are able to engage in aggressive promotions, reducing their selling prices. Some of Dress Barn’s competitors include JCPenney, Kohl’s, Old Navy, Sears and Target. Other competitors may move into the markets that Dress Barn serves. Dress Barn’s business is vulnerable to demand and pricing shifts, and to changes in customer tastes and preferences. If it fails to compete successfully, Dress Barn could face lower net sales and may need to offer greater discounts to its customers, which could result in decreased profitability. Dress Barn believes that it has established and reinforced its image as a source of fashion and value by focusing on its target customers, and by offering superior customer service.

Merchandise Vendors

Dress Barn purchases its merchandise from many domestic and foreign suppliers. It has no long-term purchase commitments or arrangements with any of its suppliers, and believes that it is not dependent on any one supplier. Dress Barn has good working relationships with its suppliers. No single supplier accounts for more than 10% of Dress Barn’s purchases.

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Thailand Acquisition Corp.
30 Dunnigan Drive
Suffern, New York 10901
(845) 369-4500

Thailand Acquisition Corp. is a Delaware corporation and a wholly owned subsidiary of Dress Barn. Thailand Acquisition Corp. was organized in June 2009 solely for the purpose of effecting the merger with Tween Brands. It has not carried on any activities other than in connection with the merger agreement.

Tween Brands, Inc.
8323 Walton Parkway
New Albany, Ohio 43054
(614) 775-3500

Tween Brands is the operator of two specialty retailing brands: Limited Too and Justice. Both of its brands target girls who are ages 7 to 14 (“tweens”). Tween Brands was established in 1987 and, prior to its August 1999 spin-off, was a wholly owned subsidiary of Limited Brands, Inc., or Limited Brands, formerly The Limited, Inc. In connection with the spin-off, Tween Brands entered into various agreements regarding certain aspects of its relationship with Limited Brands, some of which are ongoing to this day. Since the spin-off, Tween Brands has operated as an independent, separately traded, public company, currently traded on the NYSE under the symbol “TWB.” In July 2006, Tween Brands changed its corporate name from Too, Inc. to Tween Brands, Inc. to better reflect its identity and its dedication to serving tweens.

History

Limited Too was established in 1987 as a department within the “The Limited” division of Limited Brands. At various times during Tween Brands’ initial years of operations, it sold apparel for young girls, toddlers and infants, eventually emerging as a stand-alone division of Limited Brands. By 1996, the brand had expanded from the two original stores to 288 stores. That same year, a new management team led by Tween Brands’ current chief executive officer and chairman of the board of directors, Michael W. Rayden, recognized that tweens had their own emerging sense of style. The management team revised the strategy to focus solely on young girls, ages 7 to 14, as its target customer group.

In 2004, Tween Brands expanded into the international marketplace. Tween Brands formed a relationship with Alshaya Trading Co. WLL, a leading name in international retailing, to operate stores in Kuwait, United Arab Emirates, Jordan, Qatar, Bahrain and the Kingdom of Saudi Arabia. In 2008, Tween Brands formed a relationship with Moneks to operate stores in Russia.

Tween Brands opened its first Justice store in January of 2004 in Columbus, Ohio at the Polaris Town Center. Justice is similar to Limited Too in quality, style and target customer, but at a lower price point, which appeals to Tween Brands’ more value-conscious customers.

In August 2008, Tween Brands announced its plan to transition its Limited Too stores to Tween Brands’ more value-oriented Justice store brand in order to drive growth and profitability. As of January 31, 2009, all of Tween Brands’ international partners have agreed to transition to the Justice store brand.

Our Girl

The number one focus at Tween Brands is our girl. Obtaining a thorough understanding of her wants and needs is essential to Tween Brands’ continued success. Tween Brands’ customers are active, creative and image-conscious girls. They enjoy shopping and describe themselves as “fun” and “cool.” They want a broad assortment of merchandise to complement their ever-changing personalities and schedules. As such, Tween Brands continually updates its assortments for our girl, which include clothes for school and special occasions or just lounging with her friends in her room.

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Tween Brands also offers her an array of non-apparel merchandise, such as jewelry, toiletries, cosmetics, electronics, toys, games and candy—basically, anything she views as part of her world.

Over the past 20 years, Tween Brands has gathered a significant amount of information pertaining to the households where our girl lives. Tween Brands maintains this information in a database and uses it to better serve our girl and her mom by delivering creative and intriguing offers to them throughout the year. Tween Brands targets these households with direct mailers, including catazines and postcards, in an effort to stimulate interest and generate future purchases.

Our Brands

Limited Too was Tween Brands’ original brand consisting of high-quality apparel, accessories, footwear, lifestyle, licensed electronics and girlcare products for fashion-aware, trend-setting tween girls. Beginning February 1, 2009, Justice became Tween Brands’ primary specialty retail store brand offering fashionable sportswear, key accessories, lifestyle items and select Limited Too merchandise for tween girls. Justice celebrates tween girls at a more value-conscious price point and contains a large proportion of basic items, as well as the latest fashions for our girl.

Justice merchandise includes:

Tween Brands also maintains a website, www.shopjustice.com, to offer our girls another alternative to in-store shopping. A product assortment similar to the one carried at Tween Brands’ stores, with the addition of web-only styles, can be purchased through this website.

Conversion to One Brand

During the third quarter of the fiscal year ended January 31, 2009, or fiscal 2008, Tween Brands announced plans to convert all Limited Too stores across the country to its more value-oriented Justice store brand. Following several years of record growth and earnings, fiscal 2007 began to show signs of the challenges ahead and the results for the first and second quarters of fiscal 2008 confirmed a need for change. The results for the year were impacted by negative comparable store sales at Limited Too and an overall inability to leverage increasing costs in this sluggish economy. Tween Brands’ infrastructure had been strained by the duplicative costs associated with the task of differentiating its two brands—both of which were selling to essentially the same customer. Tween Brands also believes that the highly challenging conditions of today’s current economic environment will persist for the foreseeable future, causing customers to put value at the top of their list of key factors when deciding where to shop. Therefore, Tween Brands made the decision to convert all U.S. stores to Justice and to eliminate the redundant costs associated with maintaining both the Limited Too and Justice store brands. As Tween Brands continues to see our moms struggle to respond to their daughters’ needs in this tough economy, Tween Brands is confident that switching to the Justice brand is the appropriate course for the future success of Tween Brands.

By converting to a single store brand, Tween Brands intends to streamline operations and maximize cost savings while still remaining our girls’ favorite place to shop. Tween Brands has already combined the strong talent it had at Limited Too and Justice into one team to support its brands and now the new Justice will offer the best that both brands have to offer. Tween Brands plans to combine the quality and value-priced offerings consistently found at Justice with the hottest, fashion-forward apparel offerings found at Limited Too. The price points will be at the historic

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Justice price range. Tween Brands realizes that converting Limited Too customers to the Justice brand is paramount. Tween Brands is confident in its ability to be successful in this conversion because it listened closely to its customers and believes this shift was necessary to address their needs.

Throughout the conversion, Tween Brands’ approach to attract and retain customers will include point-of-sale events, continuation of its loyalty programs, web-based communications and the use of its direct marketing campaigns. In January 2009, Tween Brands used its catazines to communicate with its customers. These catazines told the Limited Too customers that Limited Too is now Justice and that Tween Brands is transforming the style, sophistication and quality she knows and loves into the Justice brand to offer her better value. To the Justice customers, Tween Brands communicated that the Justice brand will now be offering even more great style, fashion and quality for less and will be in many more locations. In February 2009, Tween Brands held a brand launch party which included 40% off the entire store, gifts for the girls, purchase-with-purchase offerings and an exciting sweepstakes opportunity. Tween girls love parties and Tween Brands is going to do everything it can to generate excitement in the stores for the girls.

International

As of August 1, 2009, Tween Brands had international franchise stores located in the following countries:

Product Development

Tween Brands develops substantially all of its Limited Too and Justice brand apparel and add-on assortment through internal design groups. This allows Tween Brands to create a vast array of exclusive merchandise under its proprietary brands, while bringing its products to market expediently. Additionally, Tween Brands’ current season merchandise is sold exclusively in its stores to control the presentation and pricing of its merchandise while providing a high level of customer service.

Sourcing

Merchandise is sourced through external sourcing partners and vendors as well as Tween Brands’ own Asia-based sourcing offices. During fiscal 2008, Tween Brands purchased merchandise from approximately 250 suppliers, down from approximately 270 in fiscal 2007. Tween Brands’ largest external supplier is Li & Fung Limited, which provided 16% of all merchandise purchases in fiscal 2008, an increase from 14% in fiscal 2007. Tween Brands’ next largest external supplier, Ganz, Inc., the supplier of Webkinz™ products, supplied 9% of all merchandise purchased in fiscal 2008, up from 5% in 2007. Mast Industries, Inc. also supplied 9% of all merchandise purchases in fiscal 2008, a decrease from 12% in fiscal 2007.

Tween Brands’ two direct sourcing offices supplied 29% of Tween Brands’ total purchases in fiscal 2008, as compared to the 25% penetration achieved in fiscal 2007. The offices located in Hong Kong and South Korea—established in 2002 and 2006, respectively—engage in the contract manufacturing of both apparel and non-apparel merchandise. For the fiscal year ending January 31, 2010, or fiscal 2009, Tween Brands’ goal is to continue to increase its direct sourcing penetration to

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source as much as 60% of total merchandise purchases. To accomplish this goal, the offices will continue to target core merchandise categories and ensure Tween Brands’ sourcing base provides a cost-effective, quality product that is competitive with the external suppliers. Tween Brands feels it has a good mix of internal and external sourcing to enable it to keep its product costs at its desired level, while retaining the benefits and flexibility of external sourcing relationships.

Tween Brands sources a significant amount of its merchandise from foreign contract manufacturers and importers located primarily in the Pacific Rim. Tween Brands does not have long-term merchandise supply contracts, and most of its imports are subject to existing or potential duties, tariffs or quotas that may limit the quantity of goods which may be imported into the United States from countries in that region. Additionally, as Tween Brands may enter into contracts in advance of the selling season, it is subject to shifts in demand for its products. Tween Brands’ business is subject to a variety of risks generally associated with doing business in foreign markets and importing merchandise from abroad, such as political instability, currency and exchange risks, local business practices and other political issues.

Distribution

Tween Brands operates its own 470,000-square-foot distribution center in Etna Township, Ohio. Tween Brands distributes all of its store merchandise from this center. Over the last several years, Tween Brands has upgraded and expanded the automation within the distribution center to support store growth, improve efficiencies and defer future expansion. For its direct channel business, Tween Brands utilizes a third-party service provider to fulfill orders and ship merchandise to its online and catazine customers.

Inventory Management

Tween Brands’ approach to inventory management emphasizes rapid turnover of a broad assortment of merchandise and taking markdowns to keep merchandise fresh and current with fashion trends. Tween Brands’ policy is to maintain sufficient quantities of inventory on hand in its retail stores and distribution center in order to offer customers a full selection of current merchandise.

Seasonality

The retail apparel market has two principal selling seasons, spring (the first and second quarters) and fall (the third and fourth quarters). As is generally the case in the apparel industry, Tween Brands experiences its peak sales activity during the fall season. This seasonal sales pattern results in increased inventory during the back-to-school and holiday selling periods. During fiscal 2008, the highest inventory level was $137.5 million at October month-end and the lowest inventory level was $83.2 million at December month-end driven by an aggressive fourth quarter promotional cadence to move units allowing for a cleaner transition to the single store brand, Justice.

Stores

As of August 1, 2009, Tween Brands operated 903 stores. The stores feature furniture, fixtures, lighting and music to create a shopping experience matching the energetic lifestyle of our girl. In order to keep the store atmosphere fresh, Tween Brands reassesses the layouts of its stores and reinvests in new formats to better highlight its merchandise. Additional information about Tween Brands’ business, including revenues and profits for the last three years, is set forth under the caption, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Tween Brands’ Annual Report on Form 10-K for fiscal 2008 and its Quarterly Report on Form 10-Q for the second quarter of fiscal 2009 filed with the SEC.

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Trademarks and Service Marks

Tween Brands owns trademarks and service marks, including “Justice,” used to identify its merchandise and services. Many of these marks are registered with the U.S. Patent and Trademark Office. These marks are important to Tween Brands, and it intends to, directly or indirectly, maintain and protect these marks and their registrations. However, Tween Brands may choose not to renew a registration of one or more of its merchandise marks if it determines that the mark is no longer important to its business.

A wholly owned subsidiary of Limited Brands owns the brand name “Limited Too,” which is registered in the United States and in numerous foreign countries. In connection with the spin-off, this subsidiary licenses the brand name, royalty-free, to one of Tween Brands’ wholly owned subsidiaries, which allows Tween Brands to operate under the “Limited Too” brand name. Under the terms of the agreement, the license is renewable annually at Tween Brands’ option. The proposed merger would constitute a change in control under the license agreement, which would allow Limited Brands to terminate the license agreement. Limited Brands, however, has consented to the change of control, and, in consideration thereof, Dress Barn has agreed to maintain Tween Brands’ headquarters in New Albany, Ohio, for at least five years following the consummation of the merger.

Tween Brands conducts business in foreign countries, principally because a substantial portion of its merchandise is manufactured outside the United States. Tween Brands has registered marks in foreign countries to the degree necessary to protect these marks, although there may be restrictions on the use of these marks in a limited number of foreign jurisdictions.

Competition

The sale of apparel, accessories and girlcare products through retail stores and e-commerce channels is a highly competitive business with numerous participants, including individual and chain fashion specialty stores, department stores, discount retailers and direct marketers. Depth of selection, colors and styles of merchandise, merchandise procurement and pricing, ability to anticipate fashion trends and customer preferences, inventory control, reputation, quality of merchandise, store design, store location, advertising and customer services are all important factors in competing successfully in the retail industry. Additionally, factors affecting consumer spending such as interest rates, employment levels, taxation and overall economic conditions can materially affect Tween Brands’ results of operations and financial condition.

Associate Relations

At the end of fiscal 2008, Tween Brands employed approximately 12,200 associates (none of whom were parties to a collective bargaining agreement), approximately 8,850 of whom were part-time. Tween Brands’ staffing levels vary throughout the year with the peak periods being the back-to-school and holiday periods during the fall.

Being Tween

Tween Brands understands it takes integrity, dedication and a commitment to excellence to form the foundation that will drive the success of its future plans. In order to reinforce these characteristics, Tween Brands continues to expect its associates to subscribe to the following five specific values that demonstrate what it means to be part of Tween Brands:

Be Focused—the customer must come first in everything Tween Brands does;

Be Driven—associates need to set goals, aggressive goals, and perform at a consistently high level in order to achieve them;

Be Creative—associates should encourage innovation and support other associates in their creative pursuits;

Be Ethical—always, always do the right thing;

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Be Balanced—life is not a dress rehearsal. Associates must remember to have fun, enjoy life and not forget to take care of themselves.

By adopting these five values, Tween Brands associates display the culture and traditions of Tween Brands organization to its customers, its stockholders, its community and each other.

Risks Associated with the Merger (page 31)

The merger (including the possibility that the merger may not be consummated) poses a number of risks to Tween Brands stockholders. In addition, Tween Brands stockholders will be receiving shares of Dress Barn common stock pursuant to the merger. Dress Barn is subject to various risks associated with its business and a number of risks exist with respect to an investment in Dress Barn common stock. The risks are discussed in greater detail under the caption “Risk Factors” beginning on page 31. You are encouraged to read and consider all of these risks carefully.

The Special Meeting of Tween Brands Stockholders (page 36)

Date, Time and Place. The special meeting of Tween Brands stockholders will be held on November 25, 2009, at 9:00 a.m., Eastern Time at Tween Brands’ corporate offices, located at 8323 Walton Parkway, New Albany, Ohio 43054. At the special meeting, Tween Brands stockholders will be asked to consider the proposal to adopt the merger agreement and the proposal to approve the adjournment of the special meeting to a later date, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the merger agreement.

Record Date. Only Tween Brands stockholders of record at the close of business on October 26, 2009 will be entitled to vote at the special meeting. Each share of Tween Brands common stock is entitled to one vote. As of the record date, there were 24,873,234 shares of Tween Brands common stock outstanding and entitled to vote at the special meeting.

Required Vote.

Proposal No. 1—To adopt the merger agreement, the holders of a majority of the outstanding shares of Tween Brands common stock entitled to vote at the special meeting must vote in favor of adopting the merger agreement. Because adoption of the merger agreement requires the affirmative vote of the holders of a majority of shares outstanding, a Tween Brands stockholder’s failure to vote in person at the special meeting or by submitting a proxy or voting instruction form has the same effect as a vote against the adoption of the merger agreement. Likewise, an abstention will have the same effect as a vote against the adoption of the merger agreement.

Proposal No. 2—To approve the adjournment of the special meeting, if necessary, the holders of a majority of shares of Tween Brands common stock present in person or represented by proxy at the special meeting and voting thereon must vote in favor of such proposal. Accordingly, a Tween Brands stockholder’s failure to vote in person at the special meeting or by submitting a proxy or voting instruction form will not be counted in determining the outcome of the proposal to adjourn the special meeting. Likewise, an abstention will not be counted in determining the outcome of the proposal to adjourn the special meeting.

TWEEN BRANDS PROPOSAL NO. 1—ADOPTION OF THE MERGER AGREEMENT

The Merger (page 41)

Merger Sub will merge with and into Tween Brands, with Tween Brands surviving following the merger as a wholly owned subsidiary of Dress Barn. In the merger, all shares of Tween Brands common stock will be cancelled and Tween Brands stockholders immediately prior to the merger will receive shares of Dress Barn common stock as described below under “Merger Consideration.” The merger will become effective upon the filing of a Certificate of Merger with the Delaware Secretary of State, or at such other time as the parties may specify.

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Recommendations of the Tween Brands Board; Tween Brands’ Reasons for the Merger (page 48)

The board of directors of Tween Brands unanimously adopted the merger agreement. The board of directors of Tween Brands recommends that Tween Brands stockholders vote “FOR” Proposal No. 1, the adoption of the merger agreement, and “FOR” Proposal No. 2, the adjournment of the special meeting to a later date, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the merger agreement.

In evaluating the merger agreement and the merger, the board of directors of Tween Brands consulted with Tween Brands’ management and legal and financial advisors and considered a number of strategic, financial and other considerations referred to under “The Merger—Recommendations of the Board of Directors of Tween Brands; Tween Brands’ Reasons for the Merger” beginning on page 48.

Merger Consideration (page 75)

In the merger, each outstanding share of Tween Brands common stock will be converted into the right to receive 0.47 shares of Dress Barn common stock (or such adjusted amount of shares as described below), which we refer to as the exchange ratio; however, if the aggregate number of shares of Dress Barn common stock to be issued in the merger pursuant to the merger agreement would exceed 19.99% of Dress Barn’s total issued and outstanding shares of common stock immediately prior to the effective time of the merger (19.99% of such issued and outstanding shares rounded down to the nearest whole share is referred to as the maximum share number), then the exchange ratio will be reduced to the minimum extent necessary so that the number of shares of Dress Barn common stock issuable in the merger pursuant to the merger agreement equals the maximum share number. We refer to the number of shares of Dress Barn common stock issuable in exchange for shares of Tween Brands common stock as the merger consideration. As of the date of the merger agreement, the number of shares of Dress Barn common stock expected to be issued pursuant to the merger agreement was less than 19.99% of Dress Barn’s total issued and outstanding shares of common stock and, accordingly, would not have triggered an adjustment in the exchange ratio if the merger had been consummated as of such date. Tween Brands stockholders will not receive any fractional shares of Dress Barn common stock in the merger. Instead, any stockholder who would otherwise be entitled to a fractional share of Dress Barn common stock will be entitled to receive an amount in cash (rounded down to the nearest whole cent), without interest, equal to the product of such fraction multiplied by the volume weighted average price per share of Dress Barn common stock (rounded to the nearest cent) on The Nasdaq Global Select Market for the 20 consecutive trading days ending on (and including) the third trading day immediately prior to the effective time of the merger (as reported by Bloomberg LP for each such trading day, or, if not reported by Bloomberg LP, any other authoritative source reasonably selected by Dress Barn), which we refer to as the measurement price.

Opinion of Tween Brands’ Financial Advisor (page 53)

In connection with the proposed merger, Tween Brands’ financial advisor, Peter J. Solomon Company, which we refer to as PJSC, delivered to the board of directors of Tween Brands a written opinion dated June 24, 2009, to the effect that, as of that date and based on and subject to various considerations set forth in its opinion, the consideration proposed to be received by the holders of Tween Brands common stock in connection with the merger was fair from a financial point of view to such holders. The full text of PJSC’s opinion to the board of directors of Tween Brands is attached as Annex B to this proxy statement/prospectus and is incorporated by reference in its entirety into this proxy statement/prospectus. PJSC’s opinion was directed only to the fairness of the consideration proposed to be received by the holders of Tween Brands common stock in the merger from a financial point of view, was provided to Tween Brands’ board of directors in connection with its evaluation of the merger, did not address any other aspect of the merger and did not, and does not, constitute a recommendation to any holder of Tween Brands common stock as to how any stockholder should vote or act on any matter with respect to the merger.

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Treatment of Tween Brands Stock Options and Other Stock-Based Awards (page 76)

The merger agreement provides that each outstanding and unexercised employee and non-employee director option granted by Tween Brands to purchase shares of Tween Brands common stock will be cancelled as of the effective time of the merger and automatically converted into the right to receive from Dress Barn or the surviving corporation in the merger a lump sum cash payment (without interest) equal to (i) the amount, if any, by which the measurement value exceeds the per share exercise price of such Tween Brands stock option, multiplied by (ii) the number of shares of Tween Brands common stock issuable upon exercise of such Tween Brands option in full (whether such Tween Brands option is vested or unvested, but not to the extent it has already been exercised), with the aggregate amount of such payment rounded to the nearest cent. After the effective time of the merger, any such cancelled Tween Brands stock option will no longer be exercisable by the former holder of such option, but will only entitle such holder to the payment described in the preceding sentence. At the effective time of the merger, any Tween Brands stock option with an exercise price equal to or greater than the measurement value will be cancelled without consideration and be of no further force and effect. Dress Barn and the surviving corporation in the merger will use their reasonable best efforts to provide the lump sum cash payments as described above (subject to applicable withholding for taxes) within 10 business days following the effective time of the merger.

The merger agreement also provides that, at the effective time of the merger, each outstanding share of Tween Brands common stock, or outstanding restricted share unit representing the right to receive a share of Tween Brands common stock, subject to vesting or other lapse restrictions under Tween Brands’ equity compensation plans will become fully vested and free of such restrictions immediately prior to the effective time of the merger and will be converted into the right to receive the per share merger consideration as described above for other Tween Brands stockholders.

Interests of Tween Brands’ Executive Officers and Directors in the Merger (page 64)

You should be aware that some of the directors and executive officers of Tween Brands have interests in the merger that may be different from, or in addition to, the interests of Tween Brands stockholders generally. The board of directors of Tween Brands was aware of these interests and considered them, among other matters, in reaching its decisions to adopt the merger agreement and to recommend that Tween Brands stockholders vote “FOR” the adoption of the merger agreement.

The following is a brief summary of the interests of Tween Brands’ executive officers and directors in the merger:

Executive Agreements. Pursuant to executive agreements between Tween Brands and its executive officers, each executive officer will be entitled to a severance payment and benefits upon certain qualifying terminations of such executive officer’s employment, and the amount of these severance payments and benefits may be increased as a result of the merger. The estimated value of the cash and non-cash severance benefits that could become due under the executive agreements is approximately $13,560,799. For a more detailed discussion of the executive agreements and the other special interests that Tween Brands’ directors and executive officers may have in the merger, please see the section captioned “The Merger—Interests of Certain Persons in the Merger” beginning on page 64.

Letter Agreement. In connection with Dress Barn’s entry into the merger agreement, Tween Brands and Dress Barn entered into a letter agreement with Michael W. Rayden, Tween Brands’ chairman of the board and chief executive officer. The letter agreement provides that Dress Barn will appoint Mr. Rayden to its board of directors at the effective time of the merger. In connection with the foregoing, Burt Steinberg resigned from the Dress Barn board of directors, and, accordingly, the appointment of Mr. Rayden to the Dress Barn board of directors will not result in non-compliance with NASDAQ listing standards requiring a majority of independent directors. In consideration of this appointment, Mr. Rayden has agreed to resign from Dress Barn’s board of directors upon his termination of employment. The letter agreement also amends Mr. Rayden’s employment agreement with Tween Brands, dated December 3, 2008.

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For a more detailed discussion of the letter agreement with Mr. Rayden, please see the section captioned “The Merger—Interests of Certain Persons in the Merger” beginning on page 64.

Executive Retention Agreements. In connection with Tween Brands’ entry into the merger agreement, Tween Brands entered into retention agreements with each of Rolando de Aguiar and Gregory J. Henchel. Each retention agreement provides that the executive will be eligible to receive a special cash retention bonus payment if the merger occurs and he remains continuously employed by Tween Brands through the effective time of the merger, or if his employment is terminated by Tween Brands without cause prior to such date. Mr. de Aguiar may earn a retention bonus of $200,000 and Mr. Henchel may earn a retention bonus of $150,000. Any retention bonus that becomes payable will be paid within 15 days after the completion of the merger. In addition, each retention agreement amends the executive’s executive agreement with Tween Brands, each dated September 26, 2008, to eliminate the mitigation requirement with respect to a portion of any severance benefits that may become payable to the executive. For a more detailed discussion of the executive retention agreements, please see the section captioned “The Merger—Interests of Certain Persons in the Merger” beginning on page 64.

Options. Each option to purchase shares of Tween Brands common stock held by an executive officer or director of Tween Brands upon the effective time of the merger will be treated in the same manner as all other stock options in the merger. For a more detailed discussion of the treatment of stock options in the merger, please see the section captioned “The Merger Agreement—Treatment of Stock Options and Other Stock-Based Awards” beginning on page 76 and “The Merger—Interests of Certain Persons in the Merger” beginning on page 64.

Other Stock-Based Awards. Each outstanding share of Tween Brands common stock, or outstanding restricted share unit representing the right to receive a share of Tween Brands common stock, subject to vesting or other lapse restrictions under Tween Brands’ equity compensation plans held by an executive officer of Tween Brands upon the effective time of the merger will be treated in the same manner as all other stock-based awards in the merger. For a more detailed discussion of the treatment of stock-based awards of Tween Brands common stock in the merger, including restricted share units, please see the section captioned “The Merger Agreement—Treatment of Stock Options and Other Stock-Based Awards” beginning on page 76 and “The Merger—Interests of Certain Persons in the Merger” beginning on page 64.

Indemnification; Directors’ and Officers’ Insurance. Dress Barn has agreed to indemnify and hold harmless current and former directors and officers of Tween Brands to the fullest extent permitted under applicable law, and to cover such directors and officers by directors’ and officers’ liability insurance for a period of six years following the effective time of the merger. For a more detailed discussion of the indemnification of Tween Brands’ directors and executive officers, please see the section captioned “The Merger Agreement—Other Agreements—Indemnification of Directors and Officers” beginning on page 80.

As of the record date, directors and executive officers of Tween Brands, together with their affiliates, beneficially owned approximately 0.9% of the outstanding shares of Tween Brands common stock. Adoption of the merger agreement requires the affirmative vote of the holders of a majority of Tween Brands’ outstanding common stock entitled to vote at the special meeting.

Conditions to the Merger (page 81)

The obligations of each of Dress Barn and Tween Brands to consummate the merger are conditioned upon the following conditions being fulfilled (or waived by the appropriate parties to the extent permitted by law):

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In addition, Dress Barn’s obligations are further conditioned on:

In addition, Tween Brands’ obligations are further conditioned on:

For more information, see “The Merger Agreement—Conditions to the Merger” beginning on page 81.

Change of Board Recommendation; No Solicitation (page 83)

Under the merger agreement, Tween Brands has agreed that its board of directors will recommend that the stockholders of Tween Brands vote in favor of the adoption of the merger agreement and that it will not, either directly or indirectly through its subsidiaries or representatives:

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However, if Tween Brands receives an acquisition proposal (that does not result from a breach of Tween Brands’ obligations under the merger agreement with respect to solicitation of third-party acquisition proposals), then Tween Brands may furnish information to, and enter into discussions with, the third party making the acquisition proposal so long as certain conditions set forth in the merger agreement are satisfied, including the condition that the board of directors of Tween Brands determines in good faith after consultation with its financial advisor and outside legal counsel that such acquisition proposal either constitutes a superior proposal or would reasonably be likely to result in a superior proposal.

In the case of a superior proposal made prior to the adoption of the merger agreement by Tween Brands stockholders, in accordance with certain requirements outlined in the merger agreement, the board of directors of Tween Brands can withhold, withdraw, qualify or modify its recommendation or recommend a superior third-party acquisition proposal if it determines in good faith, after consultation with outside legal counsel, that failure to take such action would be reasonably likely to result in a breach of the fiduciary duties of Tween Brands’ board of directors under applicable law. Regardless of any withdrawal or modification by the board of directors of Tween Brands of its recommendation of the merger agreement, unless the merger agreement is terminated in accordance with its terms, Tween Brands is required under the terms of the merger agreement to call and hold its special meeting of stockholders to consider the adoption of the merger agreement.

Termination of the Merger Agreement (page 84)

The merger agreement may be terminated and the merger may be abandoned at any time prior to the consummation of the merger:

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Dress Barn may terminate the merger agreement by written notice if:

Tween Brands may terminate the merger agreement by written notice if the board of directors of Tween Brands makes a change of recommendation in response to a superior third-party acquisition proposal in accordance with the terms and conditions of the merger agreement.

If the merger agreement is terminated under certain circumstances, including if Tween Brands terminates the merger agreement to enter into an agreement in respect of a third-party acquisition proposal, Tween Brands must pay Dress Barn a termination fee of $5,150,000 and certain out-of-pocket expenses (up to a maximum of $1,000,000) incurred by Dress Barn in connection with the merger agreement and the merger. See “The Merger Agreement—Termination Fee” beginning on page 85 for a complete discussion of the circumstances under which Tween Brands would be required to pay a termination fee.

Material U.S. Federal Income Tax Consequences (page 71)

The consummation of the merger is conditioned upon the receipt by Dress Barn and Tween Brands of written opinions from their respective tax counsel that the merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. If counsel are unable to deliver the tax opinions, the merger will not be consummated unless the conditions requiring the delivery of the tax opinions are waived.

If the merger qualifies as a reorganization under Section 368(a) of the Code for U.S. federal income tax purposes, you will not recognize gain or loss on the exchange of your Tween Brands stock for Dress Barn stock, although gain or loss may be recognized upon the receipt of cash in lieu of fractional shares.

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Tax matters are very complicated. The tax consequences of the merger to you will depend on your own situation. Accordingly, you should consult your own tax advisor for a full understanding of the U.S. federal, state, local and foreign tax consequences of the merger to you.

Governmental and Regulatory Approvals (page 69)

Under the terms of the merger agreement, Dress Barn and Tween Brands will collectively determine whether any regulatory approvals are required in connection with the merger, and the parties will cooperate to seek and obtain any such regulatory approvals. In addition, the parties will use reasonable best efforts to take all steps necessary to prevent or remove any actual or threatened injunction, order or other determination that would prevent or delay consummation of the merger. Neither Tween Brands nor Dress Barn is obligated to sell or divest any of its assets in order to obtain the requisite regulatory approvals.

Under the HSR Act, and the rules promulgated thereunder by the U.S. Federal Trade Commission, or the FTC, the merger may not be consummated until notifications have been given and certain information has been furnished to the FTC and the Antitrust Division of the U.S. Department of Justice, and the specified waiting period has either expired or been terminated. Dress Barn and Tween Brands filed notification and report forms under the HSR Act with the FTC and the Antitrust Division on July 28, 2009. The waiting period under the HSR Act expired on August 27, 2009.

The merger agreement provides that the respective obligations of each party to effect the merger are subject to any required approval having been obtained or the applicable waiting period having expired under the antitrust laws of any applicable foreign jurisdictions. Other than the filing described above, neither Dress Barn nor Tween Brands is aware of any material regulatory approvals required to be obtained, or waiting periods required to expire, to complete the merger. If Dress Barn and Tween Brands discover that other material approvals or waiting periods are necessary, Dress Barn and Tween Brands will seek to obtain or comply with them in accordance with the merger agreement.

Litigation Relating to the Merger (page 70)

Tween Brands, the members of the Tween Brands board of directors, Dress Barn and Merger Sub are named as defendants in purported class action lawsuits seeking to enjoin the merger.

Listing and Trading of Dress Barn Common Stock (page 81)

Shares of Dress Barn common stock to be received by Tween Brands stockholders pursuant to the merger will be listed on The Nasdaq Global Select Market. After completion of the merger, shares of Dress Barn common stock will continue to be traded on The Nasdaq Global Select Market, but shares of Tween Brands common stock will no longer be listed or traded on the NYSE.

Appraisal Rights (page 74)

Under Delaware law, Tween Brands stockholders will not be entitled to appraisal rights in connection with the merger.

Anticipated Accounting Treatment (page 71)

The merger will be accounted for by Dress Barn under the purchase method of accounting.

Comparison of Rights of Dress Barn Stockholders and Tween Brands Stockholders (page 87)

The rights of Tween Brands stockholders will change as a result of the merger due to differences in Dress Barn’s and Tween Brands’ governing documents. In addition, because Tween Brands is a corporation organized under the laws of Delaware and Dress Barn is a corporation organized under the laws of Connecticut, there are other material differences between the rights of

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Tween Brands stockholders and the rights of holders of Dress Barn common stock. This proxy statement/prospectus contains descriptions of stockholder rights under each of the Dress Barn and Tween Brands governing documents and jurisdictions, and describes the material differences between them.

Comparative Market Price Information (page 29)

Shares of Dress Barn common stock are listed on The Nasdaq Global Select Market under the symbol “DBRN.” Shares of Tween Brands common stock are listed on the NYSE under the symbol “TWB.” On June 24, 2009, the last trading day prior to the public announcement of the execution of the merger agreement, the last reported sale price per share of Dress Barn common stock was $13.24 and the last reported sale price per share of Tween Brands common stock was $5.18 per share.

On October 23, 2009, the most recent practicable date prior to the date of this proxy statement/prospectus, the last reported sale price per share of Dress Barn common stock was $19.39 and the last reported sale price per share of Tween Brands common stock was $9.03. The market prices of shares of Tween Brands common stock and Dress Barn common stock are subject to fluctuation. We urge you to obtain current market quotations.

TWEEN BRANDS PROPOSAL NO. 2—
APPROVAL OF ADJOURNMENT OF THE SPECIAL MEETING

If there are insufficient votes at the time of the special meeting to approve Proposal No. 1, the adoption of the merger agreement, Tween Brands may propose to adjourn the special meeting to a later date to solicit additional proxies. Tween Brands currently does not intend to propose adjournment at the special meeting if there are sufficient votes to approve Proposal No. 1.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF DRESS BARN

The following table sets forth certain of Dress Barn’s consolidated financial data as of and for each of the periods indicated. The selected historical financial data for each of the three fiscal years ended July 25, 2009, July 26, 2008 and July 28, 2007 and as of July 25, 2009 and July 26, 2008 is derived from Dress Barn’s audited consolidated statements, which are incorporated by reference into this proxy statement/prospectus. The financial information for the fiscal years ended July 29, 2006 and July 30, 2005, and as of July 28, 2007, July 29, 2006 and July 30, 2005, is derived from Dress Barn’s audited historical consolidated or combined financial statements, which are not included or incorporated by reference into this proxy statement/prospectus.

The selected historical financial data below should be read in conjunction with the consolidated or combined financial statements and their accompanying notes that are incorporated by reference into this document.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF TWEEN BRANDS

The following table sets forth certain of Tween Brands’ consolidated financial data as of and for each of the periods indicated. The selected historical financial data for each of the three fiscal years ended January 31, 2009, February 2, 2008 and February 3, 2007 and as of January 31, 2009 and February 2, 2008 is derived from Tween Brands’ audited consolidated statements, which are incorporated by reference into this proxy statement/prospectus. The financial information for the fiscal years ended January 28, 2006 and January 29, 2005, and as of February 3, 2007, January 28, 2006 and January 29, 2005, is derived from Tween Brands’ audited historical consolidated or combined financial statements, which are not included or incorporated by reference into this proxy statement/prospectus. The consolidated financial information as of and for the twenty-six weeks ended August 1, 2009 and August 2, 2008 is derived from Tween Brands’ unaudited consolidated financial statements, which are incorporated by reference into this proxy statement/prospectus. In Tween Brands’ opinion, such unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of its financial position and results of operations for such periods presented. Interim results for the twenty-six weeks ended August 1, 2009 are not necessarily indicative of, and are not projections for, the results to be expected for the full fiscal year ending January 30, 2010.

The selected historical financial data below should be read in conjunction with the consolidated or combined financial statements and their accompanying notes that are incorporated by reference into this document.