- Amended Statement of Ownership (SC 13G/A)
February 11 2010 - 4:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)
The
Dress Barn, Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
261570105
(CUSIP
Number)
December
31, 2009
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[XX] Rule
13d-1(b)
[XX] Rule
13d-1(c)
[ ] Rule
13d-1(d)
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Potential
persons who are to respond to the collection of information contained in this
form are not required to respond unless the form displays a currently valid OMB
control number.
|
1.
|
Names
of Reporting Persons.
|
|
Stadium
Capital Management, LLC
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship
or Place of Organization
|
Delaware
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5. Sole
Voting
Power
-0-
|
6. Shared
Voting
Power
1,112,149
|
7. Sole
Dispositive
Power
-0-
|
8. Shared
Dispositive
Power
1,112,149
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,112,149
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
1.8%
|
|
12.
|
Type
of Reporting Person (See
Instructions)
|
OO,
IA
|
1.
|
Names
of Reporting Persons.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship
or Place of Organization
|
United
States
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5. Sole
Voting
Power
-0-
|
6. Shared
Voting
Power
1,112,149
|
7. Sole
Dispositive
Power
-0-
|
8. Shared
Dispositive
Power
1,112,149
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,112,149
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
1.8%
|
|
12.
|
Type
of Reporting Person (See
Instructions)
|
IN
|
1.
|
Names
of Reporting Persons.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship
or Place of Organization
|
United
States
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5. Sole
Voting
Power
-0-
|
6. Shared
Voting
Power
1,112,149
|
7. Sole
Dispositive
Power
-0-
|
8. Shared
Dispositive
Power
1,112,149
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,112,149
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
1.8%
|
|
12.
|
Type
of Reporting Person (See
Instructions)
|
IN
|
1.
|
Names
of Reporting Persons.
|
|
Stadium
Relative Value Partners, L.P.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship
or Place of Organization
|
California
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5. Sole
Voting
Power
-0-
|
6. Shared
Voting
Power
1,074,233
|
7. Sole
Dispositive
Power
-0-
|
8. Shared
Dispositive
Power
1,074,233
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,074,233
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
1.8%
|
|
12.
|
Type
of Reporting Person (See
Instructions)
|
PN
Item
1.
|
(b)
|
Address
of Issuer's Principal Executive
Offices
|
|
30
Dunnigan Drive, Suffern,
NY 10901.
|
Item
2.
|
(a)
|
The
names of the persons filing this statement
are:
|
|
Stadium
Capital Management, LLC, a Delaware limited liability company
("SCM");
|
|
Alexander
M. Seaver ("Seaver");
|
|
Bradley
R. Kent ("Kent"); and
|
|
Stadium
Relative Value Partners, L.P.
("SRV")
|
|
(collectively,
the "Filers").
|
|
SRV
is filing this statement jointly with the other Filers, but not as a
member of a group and expressly disclaims membership in a
group.
|
|
(b)
|
The
principal business office of the Filers is located
at:
|
|
19785
Village Office Court, Suite 101, Bend,
OR 97702
|
|
(c)
|
For
citizenship of Filers, see Item 4 of the cover sheet for each
Filer.
|
|
(d)
|
This
statement relates to shares of Class A common stock of the Issuer (the
"Stock").
|
|
(e)
|
The
CUSIP number of the Issuer is:
261570105.
|
Item
3.
|
If
this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is
a:
|
|
(a)
|
[ ]
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
|
|
(b)
|
[ ]
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
|
(c)
|
[ ]
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
|
|
(d)
|
[ ]
|
Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
|
|
(e)
|
[
XX
]
|
An
investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
[ ]
|
An
employee benefit plan or endowment fund in accordance with section
240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
[ ]
|
A
parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G)
|
|
(h)
|
[ ]
|
A
savings association as defined in section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
|
|
(i)
|
[ ]
|
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3).
|
|
(j)
|
[ ]
|
Group,
in accordance with section
240.13d-1(b)(1)(ii)(J).
|
See Items
5-9 and 11 of the cover page for each Filer.
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the
following [XX].
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
SCM is an
investment adviser whose clients, including SRV, have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Stock. Seaver and Kent are the Managing Members of SCM, which
is the general partner of SRV.
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company.
|
Not
applicable.
Item
8.
|
Identification
and Classification of Members of the
Group.
|
See
Item 2(a) of this Schedule.
Item
9.
|
Notice
of Dissolution of Group
|
Not
applicable.
The
following Certification is made by SCM, Kent and Seaver.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
The
following Certification is made by SRV:
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable 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.
Dated:
February 8, 2010
STADIUM
CAPITAL MANAGEMENT, LLC
By: Bradley
R. Kent, Manager
|
Alexander
M. Seaver
Bradley
R. Kent
|
STADIUM
RELATIVE VALUE PARTNERS, L.P.
By: Stadium
Capital Management, LLC
By: Bradley
R Kent, Manager
|
|
53150221631135.1
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