DRESS BARN INC

election_required = True...elow) who: (1) tenders all shares owned beneficially or of record by the Odd Lot Holder at a price at or below the purchase price selected by us (tenders of less than all of the shares owned by the Odd Lot Holder will not qualify for this preference); and (2) completes the section entitled 'Odd Lots' in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. Second, after the purchase of all of the shares properly tendered by Odd Lot Holders, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at prices at or below the purchase price on a pro rata basis, with appropriate adju...

election_required = True...inimum number of shares that must be purchased, if any are purchased, and, if true, check the box indicating that the tendered shares represent all shares held by the shareholder. Any shareholder who is not submitting a "conditional tender" is not required to check the box appearing on page 3 of the Letter of Transmittal under the heading "Non-Odd Lot Holders." If you have any questions, please contact the Information Agent, D. F. King & Co., Inc., telephone: (800) 431-9633.

expiry = 2002-10-18...Cash [DRESSBARN LOGO] by THE DRESS BARN, INC. of Up to 8,000,000 Shares of its Common Stock at a Purchase Price not greater than $17.00 nor less than $15.00 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON FRIDAY, OCTOBER 18, 2002, UNLESS THE OFFER IS EXTENDED. We invite our shareholders to tender up to 8,000,000 shares of our common stock, $.05 par value per share, for purchase by us at a price not greater than $17.00 nor less than $15.00 per share, net to the sell...

expiry = 2002-10-18...Common Stock at a Purchase Price not greater than $17.00 nor less than $15.00 per share ------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON FRIDAY, OCTOBER 18, 2002, UNLESS THE OFFER IS EXTENDED. ------------------------------------------------------------------------------- The Dress Barn, Inc. ("Dress Barn") recently distributed materials, including an Offer to Purchase and a Letter of Transmittal,...

listed = True...iscretion, to purchase more than 8,000,000 shares pursuant to the offer. See Section 1. THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THIS OFFER, HOWEVER, IS SUBJECT TO OTHER CONDITIONS. SEE SECTION 7. The shares are listed and traded on the Nasdaq National Market under the symbol 'DBRN.' On September 18, 2002, the last full trading day before announcement of this offer, the last reported sale price of the shares was $11.29 per share. Shareholders are urged to obtain current market quotations for the shares. See Section 8. OUR BOARD OF DIRECTORS HAS APPROVED THIS OFFER. HOWEVER, NE...

mechanism = DUTCH...n an improved capital structure and would represent an efficient means to provide value to our shareholders. WHAT WILL THE PURCHASE PRICE FOR THE SHARES BE AND WHAT WILL BE THE FORM OF PAYMENT? We are conducting the offer through a procedure commonly called a modified 'Dutch Auction.' This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for this offer is $15.00 to $17.00 per share. We will select the lowest purchase price that will allow us to buy 8,000,000 shares or, if a lesser number of shares are properly tendered, all sh...

must_tender_all = True...ection 4. IN WHAT ORDER WILL TENDERED SHARES BE PURCHASED? First, we will purchase shares from all holders of 'odd lots' of less than 100 shares (not including any shares held in our 401(k) Profit Sharing Retirement Savings Plan, which will not have priority) who properly tender all of their shares at or below the purchase price selected by us. Second, after purchasing all shares from the 'odd lot' holders, we will purchase shares from all other shareholders who properly tender shares at or below the purchase price selected by us, on a pro rata basis, subject to the conditional tender provisions described in Section 6. Third, if ne...

price = USD 15.0-17.0...re commonly called a modified 'Dutch Auction.' This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for this offer is $15.00 to $17.00 per share. We will select the lowest purchase price that will allow us to buy 8,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not withdrawn. All shares...

price = USD 17.0...es of calculating the amount of the filing fee only. The amount assumes the purchase of a total of 8,000,000 shares of the outstanding common stock, par value $.05 per share, at a price per share of $17.00 in cash. ** Previously paid. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by regis...

price = USD 17.0...es of calculating the amount of the filing fee only. The amount assumes the purchase of a total of 8,000,000 shares of the outstanding common stock, par value $.05 per share, at a price per share of $17.00 in cash. ** Previously paid. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by regis...

threshold = 100...shares, none of those shares will be purchased even though those shares were tendered at prices at or below the purchase price. Odd Lots. The term 'Odd Lots' means all shares tendered at prices at or below the purchase price selected by us by any person (an 'Odd Lot Holder') who owned beneficially or of record a total of fewer than 100 shares (not including any shares held in our 401(k) Profit Sharing Retirement Savings Plan) and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the p...

txn_type = TENDER_OFFEREX-99 3 ex-a1i.txt EXHIBIT 99(A)(1)(I) Offer to Purchase for Cash [DRESSBARN LOGO] by THE DRESS BARN, INC. of Up to 8,000,000 Shares of its Common Stock at a Purchase Price not greater than $17.00 nor less than $15.00 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON FRIDAY, OCTOBER 18, 2002, UNLESS THE OFFER IS EXTENDED. We invite our shareholders to tender...

txn_type = TENDER_OFFEREX-99 3 ex99-a5iv.txt EXHIBIT 99(A)(5)(IV) Exhibit 99(a)(5)(iv) Notice with Respect to Letter of Transmittal to Tender Shares of Common Stock Pursuant to the Offer to Purchase for Cash by The Dress Barn, Inc. of Up to 8,000,000 Shares of its Common Stock at a Purchase Price not greater than $17.00 nor less than $15.00 per share ------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON FRIDAY, OCTOBER 18, 2002, UNLE...

txn_type = TENDER_OFFER...res as were properly tendered and not properly withdrawn, at a price not greater than $17.00 nor less than $15.00 per share, net to the seller in cash, without interest. Dress Barn's offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 19, 2002 and in the related Letter of Transmittal which, as amended or supplemented from time to time, together constitute the offer. This Amendment No. 3 to the Issuer Tender Offer Statement on Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4(c) promulgated under the Securities Exchange Ac...

txn_type = TENDER_OFFER...res as were properly tendered and not properly withdrawn, at a price not greater than $17.00 nor less than $15.00 per share, net to the seller in cash, without interest. Dress Barn's offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 19, 2002 and in the related Letter of Transmittal which, as amended or supplemented from time to time, together constitute the offer. This Amendment No. 4 to the Issuer Tender Offer Statement on Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4(c) promulgated under the Securities Exchange Ac...

expired_on = 2002-10-18...hereby amended and supplemented by adding the following information: On October 21, 2002, Dress Barn issued a press release relating to the announcement of the preliminary results of the offer, which expired on October 18, 2002. This press release is filed as Exhibit 99(a)(5)(vii) to the Schedule TO and is incorporated herein by reference. 2 Item 12. Exhibits. Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit: Exhibit No. Description ----------- ----------- 9...

proration_pct = 87.0...ositary for the tender offer, 9,271,425 shares of common stock were properly tendered and not withdrawn at a price of $15.00 per share. Dress Barn expects to purchase 8,000,000 shares, resulting in a proration factor of approximately 87% of the shares tendered. Elliot S. Jaffe, Chairman of the Board, commented, "We are delighted with the successful completion of our tender offer. This marks an important step in our ongoing efforts to enhance shareholder value. In addition, we still have approximately $50 million...

tendered = 8000000...ates to the offer by The Dress Barn, Inc., a Connecticut corporation ("Dress Barn"), to purchase up to 8,000,000 shares of common stock, par value $.05 per share. Dress Barn offered to purchase up to 8,000,000 shares, or such lesser number of shares as were properly tendered and not properly withdrawn, at a price not greater than $17.00 nor less than $15.00 per share, net to the seller in cash, without interest. Dress Barn's offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 19, 2002 and in...