UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________
FORM
11-K
(Mark
One)
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ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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For
the fiscal year ended July 31, 2007
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OR
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o
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TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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For
the transition period from __________ to __________
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Commission
file number 333-136061
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____________
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A.
(Full title of the Plan)
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Dress
Barn, Inc. 401(k)
Profit
Sharing Retirement Savings Plan
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B.
(Name of issuer of the securities held pursuant to the
Plan)
The
Dress Barn, Inc.
(Address
of principal executive office)
30
Dunnigan Drive
Suffern,
NY 10901
845-369-4500
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DRESS
BARN INC. 401(k) PROFIT SHARING
RETIREMENT
SAVINGS PLAN
TABLE
OF CONTENTS
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Page
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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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1
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FINANCIAL
STATEMENTS
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Statements
of Assets Available for Benefits as of July 31, 2007 and
2006
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2
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Statement
of Changes in Assets Available for Benefits for the
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Year
Ended July 31, 2007
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3
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Notes
to Financial Statements as of July 31, 2007 and 2006 and for
the
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Year
Ended July 31, 2007
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4-10
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SUPPLEMENTAL
SCHEDULES:
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Form
5500, Schedule H, Part IV, Line 4i-Schedule of Assets (Held at End
of
Year)
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As
of July 31, 2007
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11
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Form
5500, Schedule H, Part IV, Line 4a-Delinquent Participant Contributions
for the Year Ended
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12
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July
31, 2007
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SIGNATURE
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13
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EXHIBIT
INDEX:
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Exhibit
23.1 Consent of Independent Registered Public Accounting
Firm
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14
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All
other supplemental schedules required by 29 CFR 2520.103-10 of the Department
of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 have been omitted because they are not
applicable.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Members of the Plan Committee and Participants of
Dress
Barn, Inc. 401(k) Profit Sharing Retirement Savings Plan:
We
have
audited the accompanying statements of assets available for benefits of Dress
Barn, Inc. 401(k) Profit Sharing Retirement Savings Plan (the “Plan”) as of July
31, 2007 and 2006, and the related statement of changes in assets available
for
benefits for the year ended July 31, 2007. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Plan is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in
the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Plan's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In
our
opinion, such financial statements present fairly, in all material respects,
the
assets available for benefits of the Plan as of July 31, 2007 and 2006, and
the
changes in assets available for benefits for the year ended July 31, 2007 in
conformity with accounting principles generally accepted in the United States
of
America.
Our
audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules as listed
in
the Table of Contents are presented for the purpose of additional analysis
and
are not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act
of
1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our audit
of
the basic 2007 financial statements and, in our opinion, are fairly stated
in
all material respects when considered in relation to the basic financial
statements taken as a whole.
/s/
DELOITTE
& TOUCHE LLP
New
York,
New York
September
9, 2008
DRESS
BARN, INC. 401(k) PROFIT SHARING
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RETIREMENT
SAVINGS PLAN
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STATEMENTS
OF ASSETS AVAILABLE FOR BENEFITS
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JULY
31, 2007 AND 2006
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2007
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2006
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ASSETS:
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Participant
directed investments-at fair value:
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Mutual
funds
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$
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70,362,735
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$
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34,851,726
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Common
collective trust
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9,570,338
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The
Dress Barn, Inc. common stock
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6,566,875
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8,604,378
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Participant
loans
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3,248,697
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2,976,487
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Total
investments
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89,748,645
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46,432,591
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Receivables:
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Due
from brokers (Note 1)
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–
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35,783,022
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Employer
contributions
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451,456
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476,615
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Participant
contributions
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70,974
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511,765
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Receivables
for securities sold
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26,226
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Total
receivables
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522,430
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36,797,628
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ASSETS
AVAILABLE FOR BENEFITS AT FAIR VALUE
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90,271,075
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83,230,219
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Adjustment
from fair value to contract value for fully benefit-responsive
investment
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contracts
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185,358
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ASSETS
AVAILABLE FOR BENEFITS
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$
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90,456,433
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$
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83,230,219
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See
notes
to financial statements.
THE
DRESS BARN, INC. 401(k) PROFIT SHARING
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RETIREMENT
SAVINGS PLAN
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STATEMENT
OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
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YEAR
ENDED JULY 31, 2007
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Contributions:
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Participant
contributions
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$
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5,868,220
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Employer
contributions
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1,898,548
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Participant
rollovers
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50,048
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Total
contributions
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7,816,816
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Investment
income:
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Net
appreciation in fair value of investments
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5,310,149
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Dividend
income
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3,412,358
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Interest
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718,590
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Net
investment income
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9,441,097
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Total
additions
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17,257,913
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DEDUCTIONS:
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Benefits
paid to participants
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9,902,066
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Administrative
expenses
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129,633
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Total
deductions
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10,031,699
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INCREASE
IN ASSETS
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7,226,214
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ASSETS
AVAILABLE FOR BENEFITS:
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Beginning
of year
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83,230,219
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End
of year
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$
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90,456,433
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See
notes
to financial statements.
DRESS
BARN, INC. 401(k) PROFIT SHARING
RETIREMENT
SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
AS
OF JULY 31, 2007 AND 2006, AND FOR THE YEAR ENDED JULY 31,
2007
1.
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DESCRIPTION
OF THE PLAN
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The
following description of the Dress Barn, Inc. 401(k) Profit Sharing Retirement
Savings Plan (the “Plan”) is provided for general information purposes only.
Participants should refer to the Plan document for more complete information
of
the Plan provisions.
General
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The
Plan
is a defined contribution plan covering substantially all employees of The
Dress
Barn, Inc. and its participating affiliates (the “Company”) who have one year of
service and have attained the age of 21. In conjunction with the establishment
of the Plan, Riggs Bank N.A. was appointed trustee and USI Consulting Group
was
named as the recordkeeper of the Plan. Riggs Bank was subsequently purchased
by
PNC Bank N.A. (“PNC”), which became the Plan trustee beginning May 13, 2005.
Effective
as of October 1, 2005, Wachovia Bank replaced PNC as trustee of the Plan. In
a
resolution dated June 1, 2006, the Plan Sponsor terminated Wachovia Bank as
the
trustee and USI Consulting Group as recordkeeper of the Plan and appointed
CitiStreet as the new recordkeeper and State Street Bank as the new trustee
of
the Plan, all to become effective as of August 1, 2006.
However,
certain Plan investments in the amount of $35,783,022 were liquidated from
Wachovia Bank and transferred to State Street Bank on August 1, 2006. The
transaction is reflected as a receivable due from brokers as of July 31, 2006
on
the statement of assets available for benefits. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
During
2005, The Dress Barn, Inc. acquired Maurices, Inc. (“Maurices”). Effective
February 1, 2005, the Maurices employees were offered the opportunity to
participate in the Plan and to transfer their account balances from the plan
sponsored by their former parent, ARG Corp., into this Plan.
Pursuant
to the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”),
effective March 28, 2005, plans that provide for “cash-outs” of benefits upon
termination of employment must automatically rollover a participant's account
to
an Individual Retirement Account (“IRA”) in the absence of a benefit election
made by the participant if the value of the account is between $1,000 and
$5,000. Effective as of March 28, 2005, the Plan was amended to require the
automatic rollover of such accounts to an IRA.
Contributions
-
Each
year, participants may elect to contribute up to 75% of their annual pre-tax
compensation, as defined in the Plan, subject to certain Internal Revenue Code
(“IRC”) limitations. Each year, the Company may make a discretionary matching
contribution to the Plan based on the quarterly compensation that a participant
contributes to the Plan. As of February 1, 2005, the Company's discretionary
matching contribution was 5% of the participant's quarterly compensation. During
the year ended July 31, 2007, the Company's matching contributions totaled
$1,898,548. Additional amounts may be contributed at the discretion of the
Company's Board of Directors. No such additional discretionary contributions
were made for the year ended July 31, 2007. Participants may also rollover
amounts representing distributions from other qualified defined benefit and
defined contribution plans.
Participant
Accounts
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Individual
accounts are maintained for each Plan participant. Each participant's account
is
credited with the participant's contribution, the Company's matching
contribution, and allocations of Company discretionary contributions and Plan
earnings, and charged with withdrawals and an allocation of Plan losses and
administrative expenses. Allocations are based on participant earnings or
account balances, as defined. The benefit to which a participant is entitled
is
the benefit that can be provided from the participant's vested
account.
Investments
-
Participants
direct the investment of their contributions into various investment options
offered by the Plan. Company contributions are automatically invested in
accordance with the participants' allocation. The Plan currently offers fourteen
mutual funds, a common collective trust, and The Dress Barn, Inc. common stock
as investment options for participants.
Vesting
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Participants
are vested immediately in their contributions plus actual earnings thereon.
Vesting in the Company's contribution portion of their accounts is based on
years of continuous service.
Matching
Contributions
Years
of Service
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Percent
Vested
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Less
than 3
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0
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%
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3
or more
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100
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%
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Discretionary
Profit Sharing Contributions
Years
of Service
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Percent
Vested
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1
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20
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%
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2
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40
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%
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3
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60
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%
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4
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80
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%
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5
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100
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%
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Participant
Loans-
Participants
may borrow from their fund accounts up to a maximum of $50,000 (reduced by
the
excess of the highest outstanding balance of loans over the last 12 months,
over
the outstanding balance of the loans on the date of the loan) or 50 percent
of
the present value of non-forfeitable accrued benefit of the participant,
whichever is less. Loans must be at least $1,000. Generally, the term of the
loan may not exceed five years. However, if the term of the loan is for the
purchase of a participant’s principal residence, the Plan administrator may
permit a longer term. The loans are secured by the balance in the participant's
account and bear interest at rates commensurate with local prevailing rates
at
the time funds are borrowed as determined quarterly by the Plan administrator.
Principal and interest is paid ratably through payroll deductions.
Payment
of Benefits
-
On
termination of service, a participant may receive a lump-sum amount equal to
the
value of the participant's vested interest in his or her account.
Forfeited
Accounts
-At
July
31, 2007 and 2006, forfeited non-vested accounts totaled $152,963 and
$113,486
,
respectively. These accounts may be used to reduce future employer
contributions, pursuant to the Plan document. There were no forfeited non-vested
amounts used to reduce employer contributions for the year ended July 31,
2007.
2.
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SUMMARY
OF SIGNIFICANT ACCOUNTING
POLICIES
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Basis
of Accounting
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The
accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of
America.
Use
of Estimates
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The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires Plan management
to
make estimates and assumptions that affect the reported amounts of assets,
liabilities and changes therein and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates and
assumptions.
Risks
and Uncertainties-
The
Plan
utilizes various investment instruments, including common stock, mutual funds
and a common collective trust. Investment securities, in general, are exposed
to
various risks, such as interest rate, credit, and overall market volatility.
Due
to the level of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes, could materially affect the
amounts reported in the financial statements.
Adoption
of New Accounting Guidance-
The
financial statements reflect the adoption of Financial Accounting Standards
Board Staff Position, FSP AAG INV-1 and AICPA Statement of Position 94-4-1,
Reporting
of Fully Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and Defined-Contribution
Health and Welfare and Pension Plans
(the
“FSP”). As required by the FSP, the statement of assets available for benefits
presents investment contracts at fair value as well as an additional line item
showing an adjustment of fully benefit-responsive investment contracts from
fair
value to contract value. The Plan adopted the FSP during 2007. The statement
of
changes in assets available for benefits is presented on a contract value basis
and was not affected by the adoption of the FSP. The adoption of the FSP did
not
impact the amount of assets available for benefits as of July 31, 2006.
New
Accounting Pronouncement-
In
September 2006, the FASB issued Statement No. 157,
Fair
Value Measurements
(“FAS
157”). This statement defines fair value, establishes a framework for measuring
fair value and expands disclosures about fair value measurements. FAS 157 is
effective for the Plan for the fiscal year beginning August 1, 2008. Plan
management does not believe that the adoption of FAS 157 will impact the Plan’s
financial statements.
Investment
Valuation and Income Recognition
-
The
Plan's investments are stated at fair value. Quoted market prices are used
to
value investments excluding the common collective trust. Shares of mutual funds
are valued at the underlying quoted market prices, which represent the net
asset
value of shares held by the Plan at year end. The Dress Barn, Inc. common stock
is recorded at quoted market price. The MetLife Stable Value Fund is a common
collective trust (“CCT”) which is an investment fund of Metropolitan Life
Insurance Company. The CCT primarily owns investment contracts that invest
in
conventional, synthetic and separate account investment contracts (collectively
“contracts”) issued by life insurance companies, banks and other financial
institutions. In addition, the CCT invests in fixed income securities issued
by
banks, corporations and the U.S. Government. The contracts are valued at
contract value, which represents invested principal plus accrued interest
thereon. In determining contract value, Metropolitan Life Insurance Company
considers such factors as the benefit responsiveness of the contracts, the
ability of the parties to the contracts to perform in accordance with the terms
of the contracts and the likelihood of default by the issuer of an investment
security. (Note 6). Participant loans are recorded at cost, which approximates
fair value.
Purchases
and sales of securities are recorded on a trade-date basis. Interest income
is
recorded on the accrual basis
.
Dividends are recorded on the ex-dividend date.
Management
fees and operating expenses charged to the Plan for investments in the mutual
funds are deducted from income earned on a daily basis and are reflected as
a
reduction on net appreciation (depreciation) in fair value of
investments.
Administrative
Expenses
-
Certain
administrative expenses are paid by the Plan or Plan sponsor as provided in
the
Plan document.
Payment
of Benefits
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Benefit
payments to participants are recorded upon distribution. There were no amounts
due to participants who elected to withdraw from the Plan as of July 31, 2007
and 2006.
During
the year ended July 31, 2007, defaulted loans in the amount of $32,003 were
written off as distributions to participants. This amount is included in
benefits paid to participants on the statement of changes in assets available
for benefits for the year ended July 31, 2007. During the year ended July 31,
2006, certain loans in the amount of $27,436 were distributed to participants
for tax purposes in the form of deemed distributions. (Note
9).
The
Plan's investments that represented five percent or more of the Plan's assets
available for benefits as of July 31, 2007 and 2006 are as follows:
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2007
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2006
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American
Funds Bond Fund of America, 447,146 and 0 shares,
respectively
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$
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5,871,031
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|
$
|
–
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|
American
Funds Growth Fund of America, 177,409 and 0 shares,
respectively
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6,227,041
|
|
|
|
|
Columbia
Acorn, 250,387 and 0 shares, respectively
|
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7,827,106
|
|
|
|
|
American
Funds EuroPacific, 155,401 and 0 shares, respectively
|
|
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7,937,881
|
|
|
|
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T.
Rowe Price Retirement Income R, 560,137 and 0 shares,
respectively
|
|
|
7,444,221
|
|
|
|
|
MetLife
Stable Value Fund, 704,382 and 0 shares, respectively (1)
|
|
|
9,570,338
|
|
|
|
|
Goldman
Sachs Mid Cap Value Fund, 158,472 and 154,865 shares,
respectively
|
|
|
6,327,778
|
|
|
5,655,679
|
|
The
Dress Barn, Inc. common stock, 346,358 and 398,720 shares,
respectively
|
|
|
6,566,875
|
|
|
8,604,378
|
|
Eaton
Vance Large Cap Value A, 886,487 and 436,857 shares,
respectively
|
|
|
19,165,846
|
|
|
8,750,759
|
|
American
Fund Bond Fund of America A, 0 and 384,660 shares,
respectively
|
|
|
|
|
|
5,035,202
|
|
American
Funds EuroPacific A, 0 and 136,317 shares, respectively
|
|
|
|
|
|
6,055,203
|
|
American
Funds Growth Fund of America A, 0 and 181,679 shares,
respectively
|
|
|
|
|
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5,695,647
|
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(1)
The
investment in the MetLife Stable Value Fund at contract value amounted to
$9,755,696 as of July 31, 2007.
During
the year ended July 31, 2007, the Plan's investments (including gains and losses
on investments bought and sold, as well as held during the year) appreciated
(depreciated) in value as follows
:
The
Dress Barn, Inc. Common Stock
|
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$
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(1,169,901
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)
|
SSgA
S&P 500 Flagship Securities Lending Series Fund Class
F
|
|
|
420,246
|
|
American
Funds Bond Fund of America
|
|
|
6,180
|
|
Eaton
Vance Large Cap Value A
|
|
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1,824,977
|
|
American
Funds Growth Fund of America
|
|
|
719,530
|
|
Goldman
Sachs Mid Cap Value A
|
|
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526,000
|
|
Fidelity
Advisor Mid Cap T
|
|
|
611,303
|
|
MainStay
Small Cap Opportunity Fund
|
|
|
(2,475
|
)
|
Columbia
Acorn
|
|
|
763,906
|
|
American
Funds EuroPacific
|
|
|
1,084,715
|
|
T.
Rowe Price Retirement Income R
|
|
|
457,753
|
|
T.
Rowe Price Retirement 2010 R
|
|
|
10,148
|
|
T.
Rowe Price Retirement 2020 R
|
|
|
28,222
|
|
T.
Rowe Price Retirement 2030 R
|
|
|
32,386
|
|
T.
Rowe Price Retirement 2040 R
|
|
|
(2,841
|
)
|
|
|
|
|
|
Net
appreciation in fair value of investments
|
|
$
|
5,310,149
|
|
4.
|
EXEMPT
PARTY-IN-INTEREST
TRANSACTIONS
|
Certain
Plan investments are shares of mutual funds managed by Wachovia Bank, the
trustee of the Plan through July 31, 2006, and by State Street Bank, the trustee
of the Plan effective as of August 1, 2006. State Street Bank is the trustee
as
defined by the Plan as of July 31, 2007. Fees paid by the Plan for investment
management services were included as a reduction of the return earned on each
fund.
At
July
31, 2007 and 2006, the Plan held 346,358 and 398,720 shares, respectively,
of
common stock of the Company, the sponsoring employer, with a cost basis of
$3,897,462 and $4,140,492, respectively. During the year ended July 31, 2007,
the Plan recorded no dividend income.
Certain
employees and officers of the Company, who may also be participants in the
Plan,
perform administrative services to the Plan at no cost to the Plan.
5.
|
NONEXEMPT
PARTY-IN-INTEREST
TRANSACTION
|
The
Company remitted participant contributions withheld for one employee in the
amount of $129 to the trustee on February 2, 2007, which was later than required
by Department of Labor (“DOL”) Regulation 2510.3-102. The Company intends
to file Form 5330 with the Internal Revenue Service and will pay the
required excise tax on the transaction. In addition, the participant’s account
will be credited with the amount of investment income that would have been
earned had the participant contribution been remitted on a timely
basis.
6.
|
INVESTMENT
IN THE METLIFE STABLE VALUE
FUND
|
The
Plan
includes an investment option to participants in a MetLife Stable Value Fund,
a
common collective trust, which simulates the performance of a guaranteed
investment contract through an issuer’s guarantee of a specific interest rate
and a portfolio of financial instruments that are owed by the issuer, MetLife.
The group annuity contract (“GAC”) includes underlying assets which are held in
a trust owned by MetLife, through the Plan’s investment in a MetLife separate
group annuity contract . The contract provides that participants execute Plan
transactions at contract value. Contract value represents contributions made
to
the fund, plus earnings, less participant withdrawals. The investment is stated
at fair value as reported by MetLife and adjusted to contract value on the
statement of assets available for benefits. The GAC‘s fair value equals the
fluctuating value of the separate account of the assets backing the contract.
The Plan’s fair value of the investment equals the contract’s fair value times
the ratio of the Plan’s guaranteed value to the GAC’s guaranteed value.
The
crediting interest rate was 4.64% at July 31, 2007. The average yield was 5.19%
for the year ended July 31, 2007. Participants may ordinarily direct the
withdrawal or transfer of all or a portion of their investment at contract
value. There are no reserves against contract value for credit risk or the
contract issuer or otherwise. MetLife will guarantee principal and accrued
interest, based on crediting interest rates, for participant-initiated
withdrawals as long as the contract remains active. Interest is credited to
the
contract at interest rates that reflect the performance of the underlying
portfolio. MetLife will reset the rate quarterly, by amortizing the difference
between the market value of the portfolio and the guaranteed value over the
weighted average duration of the fund’s investments.
Participants
will receive the principal and accrued earnings credited to their accounts
on
withdrawal for allowed events. These events include transfers to other Plan
investment options, and payments because of retirement, termination of
employment, disability, death and in-service withdrawals as permitted by the
Plan. Certain events, such as Plan termination or a Plan merger initiated by
the
Plan sponsor, may limit the ability of the Plan to transact at contract value.
The Plan sponsor does not believe any events that may limit the ability of
the
Plan to transact at contract value are probable.
Although
it has not expressed any intention to do so, the Company has the right under
the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions set forth in ERISA. In the event that the Plan is
terminated, participants would become 100 percent vested in their
accounts.
8.
|
FEDERAL
INCOME TAX STATUS
|
The
Plan
uses a prototype plan document sponsored by Citistreet. Citistreet received
an
opinion letter from the Internal Revenue Service (“IRS”), dated January 15,
2004, which states that the prototype document satisfies the applicable
provisions of the IRC. The Plan itself has not received a determination letter
from the IRS.
However,
the Company and the Plan administrator believe that the Plan is currently
designed and operated in compliance with the applicable requirements of the
IRC
and the Plan and related trust continue to be tax-exempt. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
9.
|
RECONCILIATION
TO FORM 5500
|
The
following is a reconciliation of the assets available for benefits per the
financial statements to Form 5500 as of July 31, 2007 and 2006 and the statement
of changes in assets available for benefits for the year ended July 31, 2007
related to; 1) the adoption of Financial Accounting Standards Board Staff
Position, FSP AAG INV-1 and SOP 94-4-1,
Reporting
of Fully Benefit-Responsive Contracts Held by Certain Investment Companies
Subject to the AICPA Investment Company Guide and Defined-Contribution Health
and Welfare and Pension Plans
and 2)
participant loans on the statement of assets available for benefits differs
from
participant loans reported on Form 5500 as of July 31, 2006 as certain
conditions applied which caused participant loans to be reported as deemed
distributions for tax purposes. These loans were reported as Plan assets for
financial statement purposes as determined by the written terms of the Plan
document and related Plan policies. Benefits paid to participants pursuant
to
the statement of changes in assets available for Plan benefits differed from
benefit payments reported on Form 5500 because these loans were deemed
distributed for tax purposes for the year ended July 31, 2006.
|
|
2007
|
|
2006
|
|
Statement
of assets available for benefits:
|
|
|
|
|
|
|
|
Assets
available for benefits per financial statements
|
|
$
|
90,456,433
|
|
$
|
83,230,219
|
|
Deemed
distributions of participants loans for tax purposes
|
|
|
|
|
|
(27,436
|
)
|
Adjustment
from contract value to fair value for fully
|
|
|
|
|
|
|
|
benefit-responsive
investment contracts
|
|
|
(185,358
|
)
|
|
-
|
|
Assets
available for benefits per Form 5500
|
|
$
|
90,271,075
|
|
$
|
83,202,783
|
|
The
following is a reconciliation of the Plan’s net investment income reported per
the financial statements to the investment income per Form 5500 for the year
ended July 31, 2007:
|
|
2007
|
|
Statement
of changes in assets available for benefits:
|
|
|
|
|
Net
investment income per the financial statements
|
|
$
|
9,441,097
|
|
Adjustment
from contract value to fair value
|
|
|
|
|
for
fully benefit-responsive investment contracts
|
|
|
(185,358
|
)
|
Net
earnings on investments per Form 5500
|
|
$
|
9,255,739
|
|
The
following is a reconciliation of the Plan’s benefits paid to participants per
the financial statements to benefit payments per Form 5500 for the year ended
July 31, 2007:
|
|
2007
|
|
Statement
of changes in assets available for benefits:
|
|
|
|
|
Total
benefits paid to participants per the financial statements
|
|
$
|
9,902,066
|
|
Reversal
of prior-year deemed distributions of participant
|
|
|
|
|
Loans
for tax purposes
|
|
|
(27,436
|
)
|
Total
benefit payments per Form 5500
|
|
$
|
9,874,630
|
|
The
following is a reconciliation of the Plan’s total additions reported per the
statement of changes in assets available for benefits and the total income
per
Form 5500 for the year ended July 31, 2007:
|
|
2007
|
|
Statement
of changes in assets available for benefits:
|
|
|
|
|
Total
additions reported per financial statements
|
|
$
|
17,257,913
|
|
Adjustment
from contract value to fair value
|
|
|
|
|
for
fully benefit responsive investment contracts
|
|
|
(185,358
|
)
|
|
|
|
|
|
Total
income per Form 5500
|
|
$
|
17,072,555
|
|
10.
SUBSEQUENT EVENT
On
July
1, 2008, ING Group completed its acquisition of CitiStreet, the Plan's
recordkeeper, from State Street Corporation and Citigroup, CitiStreet's former
owners. During the Plan year ending July 31, 2009, CitiStreet will change
its name to ING.
*
* * * *
*
DRESS
BARN, INC. 401(k) PROFIT SHARING
|
EIN
#
06-0812960
|
RETIREMENT
SAVINGS PLAN
|
PLAN
NO:
002
|
FORM
5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE
OF ASSETS (HELD AT END OF YEAR)
|
AS
OF JULY 31, 2007
|
(a)
|
|
|
(b)
Identity of Issue, Borrower,
Lessor
or Similar Party
|
|
|
(c)
Description of Investment, Including
Maturity Date,
Rate of Interest,
Collateral,
Par or Maturity Value
|
|
|
(d)
Cost**
|
|
|
(e)
Current
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
The Dress Barn, Inc.
|
|
|
Common
Stock
|
|
|
|
|
|
6,566,875
|
|
|
|
|
MetLife
Stable Value Fund (1)
|
|
|
Common
Collective Trust
|
|
|
|
|
|
9,570,338
|
|
|
|
|
SSgA
500 Index Fund
|
|
|
Mutual
Fund
|
|
|
|
|
|
3,535,296
|
|
|
|
|
American
Funds Bond Fund of America
|
|
|
Mutual
Fund
|
|
|
|
|
|
5,871,031
|
|
|
|
|
Eaton
Vance Large Cap Value Fund
|
|
|
Mutual
Fund
|
|
|
|
|
|
19,165,846
|
|
|
|
|
American
Funds Growth Fund of America
|
|
|
Mutual
Fund
|
|
|
|
|
|
6,227,041
|
|
|
|
|
Goldman
Sachs Mid Cap Fund
|
|
|
Mutual
Fund
|
|
|
|
|
|
6,327,778
|
|
|
|
|
Fidelity
Advisor Mid Cap Fund
|
|
|
Mutual
Fund
|
|
|
|
|
|
4,319,896
|
|
|
|
|
MainStay
Small Cap Opportunity Fund
|
|
|
Mutual
Fund
|
|
|
|
|
|
131,700
|
|
|
|
|
Columbia
Acorn Fund Class Z
|
|
|
Mutual
Fund
|
|
|
|
|
|
7,827,106
|
|
|
|
|
American
Funds EuroPacific Growth Fund
|
|
|
Mutual
Fund
|
|
|
|
|
|
7,937,881
|
|
|
|
|
T.
Rowe Price Retirement Income
|
|
|
Mutual
Fund
|
|
|
|
|
|
7,444,221
|
|
|
|
|
T.
Rowe Price Retirement 2010
|
|
|
Mutual
Fund
|
|
|
|
|
|
159,074
|
|
|
|
|
T.
Rowe Price Retirement 2020
|
|
|
Mutual
Fund
|
|
|
|
|
|
526,372
|
|
|
|
|
T.
Rowe Price Retirement 2030
|
|
|
Mutual
Fund
|
|
|
|
|
|
498,374
|
|
|
|
|
T.
Rowe Price Retirement 2040
|
|
|
Mutual
Fund
|
|
|
|
|
|
391,119
|
|
|
|
|
*
Various participants
|
|
|
Participant
loans (maturing August 2007-November 2035 at interest rates of
5.0% -
12.0
%)
|
|
|
|
|
|
3,248,697
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
89,748,645
|
|
*Party-in-interest
**Cost
basis is not required for participant directed
investments and therefore is not included.
(1)
The investment in the MetLife Stable Value Fund at contract value amounted
to
$9,755,696 as of July 31, 2007.
|
DRESS
BARN 401(k) PROFIT SHARING RETIREMENT SAVINGS PLAN
|
Plan
EIN:
06-0812960
|
|
FORM
5500, SCHEDULE H, PART IV, QUESTION 4a—
|
Plan
Number: 002
|
DELINQUENT
PARTICIPANT CONTRIBUTIONS
|
FOR
THE YEAR ENDED JULY 31,
2007
|
Identity
of Party
|
|
|
Relationship
to Plan, Employer,
|
|
|
|
|
|
|
|
Involved
|
|
|
or
Other Party-in-Interest
|
|
|
Description
of Transactions
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Dress Barn, Inc.
|
|
|
Employer/Plan
sponsor
|
|
|
Participant
contributions withheld from one employee during the Plan year
ended
July 31, 2006 was not remitted within the time period prescribed
by
DOL
Regulation 2510.3-102. The participant contibution was deposited
on
February
2, 2007. The Company intends to file Form 5330 with the
Internal
Revenue
Service and intends to pay the required excise tax on the
transaction.
In
addition, the participant account will be credited with the amount
of
investment
income
that would have been earned had the participant contribution been
remitted
on
a timely basis.
|
|
$
|
129
|
|
DRESS
BARN, INC. 401(k) PROFIT SHARING RETIREMENT SAVINGS PLAN
SIGNATURE
The
Plan
.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Annual Report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dress Barn, Inc. 401(k)
Profit
Sharing Retirement Savings Plan
|
|
|
|
(Name
of the Plan)
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Armand
Correia
|
|
|
|
|
|
|
|
Senior
Vice President, Chief Financial Officer and Member of the Plan
Committee
The
Dress Barn, Inc.
|
|
September
9, 2008
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