Published: August 20, 2010
Dress Barn, Inc. Announces Date for Annual Meeting of Shareholders to Consider Delaware Holding Company Reorganization
SUFFERN, N.Y. - (BUSINESS WIRE) - Dress Barn, Inc. (NASDAQ - DBRN) today announced that it will
hold its annual meeting of shareholders on December 8, 2010, at 2:00
p.m. local time at its corporate offices in Suffern, New York. At the
meeting, Dress Barn shareholders will be asked, among other things, to
consider and vote on a proposal to reorganize Dress Barn as a holding
company incorporated in Delaware.
In the reorganization, each of Dress Barn, Maurices and Tween Brands,
which operates our Justice brand, would become subsidiaries of a new
Delaware corporation named Ascena Retail Group, Inc., or Ascena, and
Dress Barn shareholders would become stockholders of this new Delaware
holding company on a one-for-one basis, holding the same number of
shares and same ownership percentage after the reorganization as they
held immediately prior to the reorganization. The reorganization
generally would be tax-free for Dress Barn shareholders. Shareholders of
record on October 8, 2010 will be entitled to attend and vote at the
annual meeting on the proposal to approve the reorganization, which is
more fully described in the proxy statement/prospectus relating to the
meeting.
Upon completion of the reorganization, Ascena would, in effect, replace
the present company as the publicly held corporation. Ascena through its
subsidiaries would continue to conduct all of the operations currently
conducted by Dress Barn and its subsidiaries, and the directors and
executive officers of Dress Barn prior to the reorganization would be
the same as the directors and executive officers of Ascena following the
reorganization. The shares of Ascena common stock are expected to trade
on the NASDAQ Global Select Market under the ticker symbol "ASNA."
The Board of Directors and management of Dress Barn believe that
implementing the holding company structure would provide the Company
with strategic, operational and financing flexibility, and incorporating
the new holding company in Delaware would allow the Company to take
advantage of the flexibility, predictability and responsiveness that
Delaware corporate law provides.
"The proposed change in structure and name should provide an image more
closely aligned with our current vision and strategies," President and
Chief Executive Officer, David R. Jaffe commented. "In recent years,
we've become a fundamentally different company that extends beyond the
original dressbarn concept and brand. Our vision is to be a
family of retail brands each serving a unique customer niche. We expect
the holding company structure to enable us to leverage our
infrastructure while allowing each brand to focus intently on delivering
a great experience to its customer."
If approved at the annual meeting, it is currently expected that the
reorganization would take place on or about January 1, 2011.
At the annual meeting, shareholders will also be asked to elect two
directors, ratify auditors and approve changes to a Dress Barn incentive
plan.
About Dress Barn, Inc.
Dress Barn, Inc. (NASDAQ - DBRN), is a leading national specialty
retailer of apparel for women and tween girls operating under the dressbarn,
maurices and Justice names. The Company operates 2,480
stores.
dressbarn stores offer casual, career and special occasion
fashion apparel and accessories at value prices for women ages 35-55,
operating 833 stores in 47 states. maurices stores offer casual
and career apparel and accessories at great values to the
fashion-conscious woman, ages 17-34 with a 20-something attitude, and
operate 757 stores in 44 states. Justice stores offer trend-right
apparel and accessories at value prices for tween girls ages 7-14 and
operate 890 stores in 46 states and Puerto Rico.
For more information, please visit www.dressbarn.com,
www.maurices.com
and www.shopjustice.com.
Dress Barn Forward-Looking Statement
Disclosure
Certain statements made within this press release may constitute
"forward-looking statements" , within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements are subject to certain risks and uncertainties that could
cause actual results to differ materially. The Company does not
undertake to publicly update or review its forward-looking statements
even if experience or future changes make it clear that our projected
results expressed or implied will not be achieved. Detailed
information concerning a number of factors that could cause actual
results to differ materially from the information contained herein is
readily available on our most recent report on Form 10-K for the year
ended July 25, 2009 and Form 10-Q for the quarter ended April 24, 2010.
Additional Information
Dress Barn, Inc. and Ascena Retail Group, Inc. have filed a registration
statement that includes a preliminary proxy statement/prospectus and
other relevant documents in connection with the proposed Delaware
holding company reorganization. DRESS BARN SHAREHOLDERS ARE URGED TO
READ CAREFULLY THESE DOCUMENTS AND THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS, WHEN FILED AND MAILED, BECAUSE THEY CONTAIN AND
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED DELAWARE HOLDING
COMPANY REORGANIZATION. Investors may obtain a free copy of the
preliminary proxy statement/prospectus and other filings containing
information about Dress Barn, Ascena and the proposed reorganization,
from the SEC at the SEC's website at http://www.sec.gov.
In addition, copies of the preliminary proxy statement/prospectus and
other filings containing information about Dress Barn, Ascena and the
proposed reorganization can be obtained without charge by directing a
request to Dress Barn, Inc., 30 Dunnigan Drive, Suffern, NY 10901
Attention: Investor Relations Department (telephone: (845) 369-4600) or
accessing them on Dress Barn, Inc.'s corporate Web site at www.dressbarn.com.
Dress Barn, its directors, executive officers, certain other members of
management and employees may be deemed to be participants in the
solicitation of proxies from the shareholders of Dress Barn in favor of
the proposed holding company reorganization. Additional information
regarding the interests of potential participants in the proxy
solicitation is included in the preliminary proxy statement/prospectus
and will be included in the definitive proxy statement/prospectus and
other relevant documents that Dress Barn, Inc. and Ascena Retail Group,
Inc. have filed and intend to file with the SEC in connection with the
annual meeting of shareholders of Dress Barn, Inc.
This press release is being made pursuant to and in compliance with the
Securities Act of 1933, as amended, and does not constitute an offer of
any securities for sale or a solicitation of an offer to buy any
securities, nor shall there be any sale of the securities in any state
or jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities
laws of any such state or jurisdiction. Any offer of the securities will
be made solely by means of a prospectus included in the registration
statement and any prospectus supplement that may be issued in connection
with such offering.

Dress Barn, Inc.
Investor Relations
845-369-4600
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