|
Quotes & Info
|
| DBRN > SEC Filings for DBRN > Form 8-K on 25-Jun-2009 | All Recent SEC Filings |
25-Jun-2009
Regulation FD Disclosure, Financial Statements and Exhibits
On June 25, 2009, The Dress Barn, Inc. ("Dress Barn") announced that it entered into an Agreement and Plan of Merger ("Merger Agreement") that provides for the acquisition of Tween Brands, Inc. ("Tween Brands") by Dress Barn by means of a merger of a wholly owned subsidiary of Dress Barn with and into Tween Brands. Dress Barn and Tween Brands conducted a joint conference on June 25, 2009 at 11:00 a.m. to review the transaction. A copy of the script for the conference call is attached as Exhibit 99.1 and is incorporated herein by reference.
The information furnished in Item 7.01 of this report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific release in such a filing.
Additional Information and Where to Find It
In connection with the proposed Merger, Dress Barn intends to file with the SEC
a Registration Statement on Form S-4 containing a proxy statement/prospectus for
the stockholders of Tween Brands and each of Tween Brands and Dress Barn plan to
file other documents with the SEC regarding the proposed merger transaction. The
definitive proxy statement/prospectus will be mailed to stockholders of Tween
Brands. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, TWEEN BRANDS'S
STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. Tween Brands stockholders and other investors will be able to
obtain copies of these materials (when they are available) without charge from
the SEC through the SEC's Web site at www.sec.gov. These documents (when they
are available) can also be obtained free of charge from Dress Barn by directing
a request to Dress Barn, 30 Dunnigan Drive, Suffern, NY 10901 Attention:
Investor Relations Department (telephone: 845-369-4602) or accessing them on
Dress Barn's corporate Web site at www.dressbarn.com, or from Tween Brands by
directing a request to Tween Brands, 8323 Walton Parkway, New Albany, OH 43054
Attention: Investor Relations (telephone 614-775-3739) or accessing them on
Tween Brands's corporate Web site at www. tweenbrands.com.
Dress Barn, Tween Brands and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Dress Barn may be found in its 2008 Annual Report on Form 10-K filed with the SEC on September 24, 2008 and in its definitive proxy statement relating to its 2008 Annual Meeting of Shareholders filed with the SEC on November 5, 2008. Information about the directors and executive officers of Tween Brands may be found in its 2008 Annual Report on Form 10-K filed with the SEC on March 31, 2009 and in its definitive proxy statement relating to its 2009 Annual Meeting of Stockholders filed with the SEC on April 9, 2009. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the proxy statement/prospectus regarding the proposed transaction when it becomes available.
(d) Exhibits.
Exhibit No Description
99.1 Script for conference call held on June 25, 2009.
|
|