-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LZEEa6f7ME4c0ewJcV0rFyPPWHt2jDLGOaFQn4LHGg+yVz8jnUf7k3NEpu6vSbUW 6UtKW5ZZyyc+x4z1iEkWzA== 0000717724-96-000001.txt : 19960208 0000717724-96-000001.hdr.sgml : 19960208 ACCESSION NUMBER: 0000717724-96-000001 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940730 FILED AS OF DATE: 19960207 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRESS BARN INC CENTRAL INDEX KEY: 0000717724 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 060812960 STATE OF INCORPORATION: CT FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11736 FILM NUMBER: 96512179 BUSINESS ADDRESS: STREET 1: 30 DUNNIGAN DRIVE CITY: SUFFERN STATE: NY ZIP: 10901 BUSINESS PHONE: 9143694600 MAIL ADDRESS: STREET 1: 30 DUNNIGAN DRIVE CITY: SUFFERN STATE: NY ZIP: 10901 10-K/A 1 AMENDED FORM 10K FOR FDS ATTACHMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K AMENDMENT NUMBER 1 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934(FEE REQUIRED) For the fiscal year ended July 30,1994 OR [ ] TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) Commission file number 0-11736 THE DRESS BARN, INC. (Exact name of registrant as specified in its charter) Connecticut 06-0812960 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 30 Dunnigan Drive, Suffern, New York 10901 (Address of principal executive offices) Zip Code Registrant's telephone number, including area code: (914) 369-4500 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common stock - par value $.05 per share (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in the definitive proxy incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K Yes No X Page 1 of Cover Page As of October 26, 1994, 22,247,190 common shares were outstanding. The aggregate market value of the common shares (based upon the closing price on October 25, 1994 on the NASDAQ) of The Dress Barn, Inc. held by non-affiliates was approximately $150,718,000. For the purposes of such calculation, all outstanding shares of Common Stock have been considered held by non-affiliates, other than the 6,984,595 shares beneficially owned by Directors and Officers of the registrant. In making such calculation, the registrant does not determine the affiliate or non-affiliate status of any shares for any other purpose. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on December 12, 1994 are incorporated into Parts I and III of this Form 10-K. Page 2 of Cover Page PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K ITEM 14. (a)(1) FINANCIAL STATEMENTS PAGE NUMBER Independent Auditors' Report F-1 Consolidated Balance Sheets F-2 Consolidated Statements of Earnings F-3 Consolidated Statements of Shareholders' Equity F-4 Consolidated Statements of Cash Flows F-5 Notes to Consolidated Financial Statements F-6 to F-11 ITEM 14. (a)(2) FINANCIAL STATEMENT SCHEDULES Schedule I - Marketable Securities F-12 Schedule II - Amounts Receivable from Related Parties and Employees F-13 Schedule V - Property, Plant and Equipment F-14 Schedule VI - Accumulated Depreciation, Depletion and Amortization of Property, Plant and Equipment F-15 Schedule X - Supplementary Income Statement Information F-16 All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or notes thereto. ITEM 14.(a)(3) LIST OF EXHIBITS The following exhibits are filed as part of this Report and except Exhibits 10(mm),22,24 and 27 are all incorporated by reference (utilizing the same exhibit numbers) from the sources shown. Incorporated By Reference From 3(c) Amended and Restated Certificate of Incorporation (1) 3(e) Amended and Restated By-laws (1) 3(f) Amendments to Amended and Restated Certificate of Incorporation (5) 3(g) Amendments to Amended and Restated By-laws (5) 3(h) Amendments to Amended and Restated By-Laws (6) Incorporated By Reference From 4. Specimen Common Stock Certificate (1) 10(a) 1993 Incentive Stock Option Plan (10) 10(b) Employment Agreement With Burt Steinberg (1) 10(c) Agreement for Issuance of Stock to Michael Palmer (1) 10(e) Agreement for Issuance of Stock to Arthur Ziluck (1) 10(f) Agreement terminating Agreement for Purchase of Certain Stock from Elliot S. Jaffe upon death (6) 10(g) Agreement terminating Agreement for Purchase of Certain Stock from Roslyn S. Jaffe upon death (6) Leases of Company premises of which the lessor is Elliot S. Jaffe or members of his family or related trusts: 10(k) Wilton, CT store (1) 10(l) Danbury, CT store (1) 10(m) Branford, CT store (1) 10(n) Greenwich, CT store (1) 10(o) Mt. Kisco, NY store (1) 10(hh) Norwalk, CT Dress Barn Woman store (8) 10(ii) Branford, CT Dress Barn Woman store (8) 10(r) Amendments to Employment Agreement with Burt Steinberg (2) 10(s) Amendment to Stock Purchase Agreement with Michael Palmer (3) 10(v) Employment Agreement with Eric Hawn (4) 10(w) Agreement for Advances with Eric Hawn (4) 10(z) Extension of Employment Agreement with Burt Steinberg (5) 10(aa) The Dress Barn, Inc. 1987 Non-Qualified Stock Option Plan (5) Incorporated By Reference From 10(cc) Employment Agreement with Armand Correia (7) 10(dd) Nonqualified Stock Option Agreement with Armand Correia (7) 10(ee) Nonqualified Stock Option Agreement with Michael Palmer (7) 10(ff) Nonqualified Stock Option Agreement with Elliot Jaffe (7) 10(gg) Nonqualified Stock Option Agreement with Burt Steinberg (7) 10(jj) Employment Agreement with David Montieth (8) 10(kk) Employment Agreement with David Jaffe (8) 10(ll) Employment Agreement with Sarah J. Tyson (8) 10(mm) Lease between Dress Barn and AT&T for (9) Office and Distribution Space in Suffern, New York 22. Subsidiaries of the Registrant 24. Independent Auditors' Consent 27. Financial Data Schedule (1) The Company's Registration Statement on Form S-1 under the Securities Act of 1933 (Registration No. 2-82916) declared effective May 4, 1983. (2) The Company's Annual Report on Form 10-K for the fiscal year ended July 28, 1984. (3) The Company's Annual Report on Form 10-K for the fiscal year ended July 27, 1985. (4) The Company's Annual Report on Form 10-K for the fiscal year ended July 26, 1986. (5) The Company's Annual Report on Form 10-K for the fiscal year ended July 30, 1988. (6) The Company's Annual Report on Form 10-K for the fiscal year ended July 28, 1990. (7) The Company's Annual Report on Form 10-K for the fiscal year ended July 27, 1991. (8) The Company's Annual Report on Form 10-K for the fiscal year ended July 25, 1992. (9) The Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1993. (10) The Company's Registration Statement on Form S-8 under the Securities Act of 1933 (Registration No. 33-60196) filed on March 29, 1993. ITEM 14. (b) REPORT ON FORM 8-K The Company has not filed any reports on Form 8-K during the last quarter of the fiscal year ended July 30, 1994. ITEM 14. (c) EXHIBITS All exhibits are incorporated by reference as shown in Item 14(a)3, except Exhibits 22, 24 and 27 which are filed as part of this Report. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The Dress Barn, Inc. by /s/ ELLIOT S. JAFFE Elliot S. Jaffe Chairman of the Board Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ ELLIOT S. JAFFE Elliot S. Jaffe Chairman of the Board and 10/24/94 Chief Executive Officer (Principal Executive Officer) /s/ ROSLYN S. JAFFE Roslyn S. Jaffe Director and Secretary and Treasurer 10/24/94 /s/ BURT STEINBERG Burt Steinberg Director and President 10/24/94 and Chief Operating Officer /s/ MICHAEL PALMER Michael Palmer Director 10/24/94 /s/ KLAUS EPPLER Donald Jonas Director 10/24/94 /s/ DONALD JONAS Donald Jonas Director 10/24/94 /s/ EDWARD D. SOLOMON Edward D. Solomon Director 10/24/94 /s/ ARMAND CORREIA Armand Correia Chief Financial Officer (Principal 10/24/94 Financial and Accounting Officer) EX-27 2 FINANCIAL DATA SCHEDULE YE 07/30/94
5 YEAR JUL-30-1994 JUL-30-1994 6668006 55321978 0 0 79601016 145828426 115811713 (44459195) 217862655 56777539 0 1161338 0 0 158036615 217862655 457324621 457324621 291937984 291937984 141473138 0 0 25640216 9487000 16153216 0 0 0 16153216 .73 .73
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