INTRODUCTORY STATEMENT
This Amendment No. 2 (this “
Amendment No. 2
”) amends and supplements the Issuer Tender Offer Statement on
Schedule TO, filed on December 23, 2009, as amended on January 21, 2010 (the “
Schedule TO
”), by The Dress Barn, Inc., a Connecticut corporation
(“
Dress Barn
”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “
Exchange
Act
”), in connection with the offer (the “
Offer
”) by Dress Barn to exchange any and all of its 2.50% Convertible Senior
Notes Due 2024 (the “
Notes
”) for $1,040 in cash, plus accrued and unpaid interest to, but excluding, the settlement date (which is expected to occur on January 27,
2010), and a number of shares of Dress Barn’s common stock, par value $0.05 per share (the “
Common Stock
”), which is referred to as the “
Exchange Ratio
” (together, the “
Offer Consideration
”), for each validly tendered and accepted Note,
on the terms and subject to the conditions described in the Offer to Exchange, dated December 23, 2009 (the “
Offer to
Exchange
”), and the accompanying Letter of Transmittal (“
Letter of Transmittal
”), which are filed as
exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO.
All information in the Offer to Exchange, including all schedules and annexes thereto, which was previously filed with the Schedule TO, is hereby expressly incorporated by reference in this
Amendment No. 2 in response to all items required in the Schedule TO, except that such information is hereby amended and restated to the extent specifically provided for herein. All capitalized terms used in this Amendment No. 2 and not otherwise
defined have the respective meanings ascribed to them in the Offer to Exchange as amended or supplemented.
This Amendment No. 2 is the final amendment to the Schedule TO and is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) under the Exchange Act.
Item 1 through 11.
(1) Item 4(a) of Schedule TO is hereby amended and supplemented by adding the following thereto:
The Offer expired at 12:00 midnight, New York City time, at the end of Friday, January 22, 2010 (the “
Expiration Date
”). On January 25,
2010, Dress Barn issued a press release announcing that, pursuant to the previously announced Offer, all of the Notes were validly tendered for exchange and not withdrawn as of the Expiration Date. Dress Barn has accepted all such Notes for
exchange, and the settlement and exchange of cash and shares of Common Stock for such validly tendered and accepted Notes is expected to occur on January 27, 2010.
In the aggregate, the Offer will result in the retirement of $112.5 million principal amount of Notes, the issuance of approximately 6.2 million shares of Common Stock and the payment of approximately $117.0 million to
holders of validly tendered and accepted Notes. Following settlement of the Offer, no Notes will remain outstanding.
The full text of Dress Barn’s press release, announcing the expiration and results of the Offer, is filed herewith as Exhibit (a)(5)(C) and is incorporated herein by reference.
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:
(a)(5)(C) Press Release, dated January 25, 2010.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 25, 2010
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DRESS BARN
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By:
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/s/
Armand Correia
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Name: Armand Correia
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Title: Executive Vice President and Chief
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Financial Officer (Principal Financial and
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Accounting Officer)
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EXHIBIT INDEX
(a)(1)(A)*
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Offer to Exchange, dated December 23, 2009.
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(a)(1)(B)*
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Form of Letter of Transmittal
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(a)(1)(C)*
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Form of Letter to DTC Participants
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(a)(1)(D)*
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Form of Letter to Clients for use by brokers, dealers, commercial banks, trust companies
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and other nominees
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(a)(5)*
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Press Release, dated December 23, 2009, incorporated by reference to Exhibit 99.1 to the
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issuer’s Current Report on Form 8-K filed with the SEC on December 23, 2009.
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(a)(5)(B)*
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Press Release, dated January 21, 2010.
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(a)(5)(C)
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Press Release, dated January 25, 2010.
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(d)(1)*
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Indenture by and between The Dress Barn, Inc. (the “
Dress Barn
”) and The Bank of New
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York, as trustee, dated as of December 15, 2004, including form of Note and Guarantee,
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filed as exhibit 4(a) to the Registration Statement of Dress Barn on Form S-1 under the
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Securities Act (Registration No. 333-124512), filed with the Securities and Exchange
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Commission (the “
SEC
”) on May 2, 2005.
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(d)(2)*
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Form of Note (included in Exhibit d(1))
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(d)(3)*
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Form of Guarantee (included in Exhibit d(1))
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(d)(4)*
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Registration Rights Agreement, dated as of December 15, 2004, among Dress Barn, Banc
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of America Securities LLC (“
BOA
”) and JP Morgan Securities Inc. (“
JPM
” and, together
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with BOA, the “
Initial Purchasers
”), filed as exhibit 4(f) to the Registration Statement of
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Dress Barn on Form S-1 under the Securities Act (Registration No. 333-124512), filed
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with the SEC on May 2, 2005.
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(d)(5)*
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Amendment No. 1 to Registration Rights Agreement, dated January 3, 2005, among
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Dress Barn and the Initial Purchasers, filed as exhibit 4(g) to the Registration Statement
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of Dress Barn on Form S-1 under the Securities Act (Registration No. 333-124512), filed
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with the SEC on May 2, 2005.
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(d)(6)*
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Amendment No. 2 to Registration Rights Agreement, dated January 3, 2005, among
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Dress Barn and the Initial Purchasers, filed as exhibit 4(h) to the Registration Statement
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of Dress Barn on Form S-1 under the Securities Act (Registration No. 333-124512), filed
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with the SEC on May 2, 2005.
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______________
* Previously filed.
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