UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): August 19, 2009
(Exact name of registrant as specified in its charter)
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Delaware
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1-14987
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31-1333930
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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8323 Walton Parkway
New Albany, Ohio
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43054
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(614)
775-3500
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N/A
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(Former name or former address if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01. Other Events.
On August 19, 2009, Tween Brands, Inc., a Delaware corporation (the
“Company”), conducted a conference call to review its financial results for the second quarter ended
August 1, 2009. A copy of the script for the conference call is furnished as Exhibit 99.1 hereto and is
incorporated herein by reference.
The information furnished in Item 8.01 of this Current Report on Form
8-K shall not be deemed to be “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 reference in such a filing.
Additional Information and Where to Find It
On June 24, 2009, the Company entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with The Dress Barn, Inc., a Connecticut corporation
(“Parent”), and Thailand Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent
(“Purchaser”). Pursuant to the Merger Agreement and subject to the conditions set forth therein, Purchaser
will merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned
subsidiary of Parent.
In connection with the proposed Merger, Parent filed with the Securities and
Exchange Commission (“SEC”) a Registration Statement on Form S-4 containing a proxy statement/prospectus
for the stockholders of the Company and each of the Company and Parent plan to file other documents with the SEC
regarding the proposed merger transaction. The definitive proxy statement/prospectus will be mailed to stockholders of
the Company. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, THE COMPANY’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. Company 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 Parent by directing a request to Parent, 30 Dunnigan Drive, Suffern, NY 10901 Attention: Investor
Relations Department (telephone: 845-469-4602) or accessing them on Parent’s corporate Web site at
www.dressbarn.com , or from the Company by directing a request to the Company, 8323 Walton Parkway, New Albany, OH
43054 Attention: Investor Relations (telephone: 614 775-3739) or accessing them on the Company’s corporate Web
site at www.tweenbrands.com.
Parent, the Company 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 Parent 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 the Company 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.
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