-----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, UShQPvSJrYNHAznUO1FHyG3JuNXftyiakCZW9lLUJezmh4LonOPJsHtTVKm6+Peb GwC4jNomHgUbeAw0zNpxpQ== 0000950117-02-002204.txt : 20020919 0000950117-02-002204.hdr.sgml : 20020919 20020919160253 ACCESSION NUMBER: 0000950117-02-002204 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20020919 SUBJECT COMPANY: 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: SC TO-I SEC ACT: 1934 Act SEC FILE NUMBER: 005-35085 FILM NUMBER: 02767815 BUSINESS ADDRESS: STREET 1: 30 DUNNIGAN DR CITY: SUFFERN STATE: NY ZIP: 10901 BUSINESS PHONE: 8453694600 MAIL ADDRESS: STREET 1: 30 DUNNIGAN DRIVE STREET 2: C/O VICE PRESIDENT FINANCE CITY: SUFFERN STATE: NY ZIP: 10901 FILED BY: 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: SC TO-I BUSINESS ADDRESS: STREET 1: 30 DUNNIGAN DR CITY: SUFFERN STATE: NY ZIP: 10901 BUSINESS PHONE: 8453694600 MAIL ADDRESS: STREET 1: 30 DUNNIGAN DRIVE STREET 2: C/O VICE PRESIDENT FINANCE CITY: SUFFERN STATE: NY ZIP: 10901 SC TO-I 1 a33390.txt THE DRESS BARN, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - ------------------------------------------------------------------------------- SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 The Dress Barn, Inc. -------------------- (Name of Subject Company (Issuer)) The Dress Barn, Inc. -------------------- (Name of Filing Person (Offeror)) Common Stock, par value $.05 per share -------------------------------------- (Title of Class of Securities) 261570-10-5 ----------- (CUSIP Number of Class of Securities) David R. Jaffe The Dress Barn, Inc. 30 Dunnigan Drive Suffern, New York 10901 (845) 369-4500 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) Copies to: Steven L. Kirshenbaum Proskauer Rose LLP 1585 Broadway New York, New York 10036 (212) 969-3000 CALCULATION OF FILING FEE Transaction Valuation* Amount of Filing Fee $136,000,000 $12,512 * Estimated for purposes 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. [ ] 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 registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: N/A Filing Party: N/A ---------- ------------ Form or Registration No.: N/A Date Filed: N/A ---------- ------------
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] This Tender Offer Statement on Schedule TO relates 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, or such lesser number of shares as is 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 is being 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 Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. Item 1. Summary Term Sheet. The information set forth in the Summary in the Offer to Purchase by Dress Barn, dated September 19, 2002 (the "Offer to Purchase"), attached hereto as Exhibit 99(a)(1)(i), is incorporated herein by reference. Item 2. Subject Company Information. (a) The information set forth in "Introduction" and Section 10 ("Certain Information Concerning Us") of the Offer to Purchase is incorporated herein by reference. (b) The information set forth in the cover page and in the last paragraph of "Introduction" of the Offer to Purchase is incorporated herein by reference. (c) The information set forth in Section 8 ("Price Range of Shares; Dividends") of the Offer to Purchase is incorporated herein by reference. Item 3. Identity and Background of Filing Person. (a) This Tender Offer Statement is filed by the subject company. The information set forth in Section 10 ("Certain Information Concerning Us") and Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") of the Offer to Purchase is incorporated herein by reference. Item 4. Terms of the Transaction. (a) The following information set forth in the Offer to Purchase is incorporated herein by reference: - Section 1 ("Terms of Offer"); - Section 2 ("Recent Developments; Purpose of the Offer; Certain Effects of the Offer"); - Section 3 ("Procedures for Tendering Shares"); - Section 4 ("Withdrawal Rights"); - Section 5 ("Purchase of Shares and Payment of Purchase Price"); - Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares"); - Section 13 ("Certain U.S. Federal Income Tax Consequences"); and - Section 14 ("Extension of the Offer; Termination; Amendment"). (b) The information set forth in Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares") of the Offer to Purchase is incorporated herein by reference. Item 5. Past Contacts, Transactions, Negotiations and Agreements. The information set forth in Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares") of the Offer to Purchase is incorporated herein by reference. Item 6. Purposes of the Transaction and Plans or Proposals. (a), (b) and (c) The information set forth in Section 2 ("Recent Developments; Purpose of the Offer; Certain Effects of the Offer") of the Offer to Purchase is incorporated herein by reference. Item 7. Source and Amount of Funds or Other Consideration. (a) The information set forth in Section 9 ("Source and Amount of Funds") of the Offer to Purchase is incorporated herein by reference. (b) Not applicable. (d) Not applicable. Item 8. Interest in Securities of the Subject Company. The information set forth in Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") of the Offer to Purchase is incorporated herein by reference. Item 9. Persons/Assets, Retained, Employed, Compensated or Used. The information set forth in Section 15 ("Fees and Expenses") of the Offer to Purchase is incorporated herein by reference. Item 10. Financial Statements. Not applicable. Item 11. Additional Information. (a) The information set forth in Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") of the Offer to Purchase is incorporated herein by reference. (b) The information set forth in the Offer to Purchase and Letter of Transmittal is incorporated herein by reference. Item 12. Exhibits. The index to exhibits appears on the page immediately following the signature page of this Schedule TO. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. THE DRESS BARN, INC. By /s/ Armand Correia --------------------------------------- Name: Armand Correia Title: Senior Vice President and CFO Date: September 19, 2002 EXHIBIT INDEX
Exhibit No. - ------------- 99(a)(1)(i) Offer to Purchase, dated September 19, 2002 99(a)(1)(ii) Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) 99(a)(1)(iii) Notice of Guaranteed Delivery 99(a)(1)(iv) Letter to Participants in the 401(k) Profit Sharing Retirement Savings Plan 99(a)(1)(v) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees 99(a)(5)(i) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees 99(a)(5)(ii) Letter to Shareholders, dated September 19, 2002 99(a)(5)(iii) Summary of Advertisement (b) None (d) None (g) None (h) None
EX-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 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 seller in cash, without interest. We will select the lowest purchase price that will allow us to buy 8,000,000 shares or, if a lesser number of shares is properly tendered, all shares that are properly tendered and not withdrawn. All shares acquired in the offer will be acquired at the same purchase price. Only shares properly tendered at prices at or below the purchase price selected by us, and not properly withdrawn, will be purchased. However, because of the 'odd lot' priority, proration and conditional tender provisions described in this Offer to Purchase, all of the shares tendered at or below the purchase price may not be purchased if more than the number of shares we seek are properly tendered. Shares not purchased in the offer will be returned promptly following the Expiration Date. See Section 3. We reserve the right, in our sole discretion, 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, NEITHER WE NOR OUR BOARD OF DIRECTORS NOR THE DEALER MANAGER MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PURCHASE PRICE AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH YOU WILL TENDER THEM. CERTAIN OF OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED US THAT THEY INTEND TO TENDER SIGNIFICANT PORTIONS OF THEIR SHARES PURSUANT TO THE OFFER. SEE SECTION 11. ------------------- The Dealer Manager for this Offer is: BEAR, STEARNS & CO. INC. September 19, 2002 IMPORTANT If you wish to tender all or any part of the shares registered in your name, you must: Follow the instructions described in Section 3 carefully, including completing a Letter of Transmittal in accordance with the instructions and delivering it, along with your share certificates and any other required items, to Mellon Investor Services LLC, the Depositary; If your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and request that the nominee tender the shares for you; or Participants in our 401(k) Profit Sharing Retirement Savings Plan wishing to tender any of their shares held in this plan must follow the separate instructions and procedures described in Section 3. Any shareholder who desires to tender shares and whose certificates for the shares are not immediately available or cannot be delivered to the Depositary or who cannot comply with the procedure for book-entry transfer or whose other required documents cannot be delivered to the Depositary prior to expiration of the offer must tender the shares pursuant to the guaranteed delivery procedure set forth in Section 3. TO PROPERLY TENDER SHARES, YOU MUST VALIDLY COMPLETE THE LETTER OF TRANSMITTAL, INCLUDING THE SECTION RELATING TO THE PRICE AT WHICH YOU ARE TENDERING SHARES. If you wish to maximize the chance that your shares will be purchased at the purchase price determined by us, you should check the box in the section on the Letter of Transmittal captioned 'Shares Tendered at Price Determined Pursuant to the Offer.' Note that this election could result in your shares being purchased at the minimum price of $15.00 per share. If you have questions, need assistance or require additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery, you should contact D. F. King & Co., Inc., the Information Agent, or Bear, Stearns & Co. Inc., the Dealer Manager for the offer, at their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PURCHASE PRICE AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES IN THIS OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR REPRESENTATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR REPRESENTATION AS HAVING BEEN AUTHORIZED BY US OR THE DEALER MANAGER. 2 TABLE OF CONTENTS
PAGE ---- SUMMARY..................................................... 4 FORWARD LOOKING STATEMENTS.................................. 8 INTRODUCTION................................................ 8 THE OFFER................................................... 9 1. Terms of the Offer.................................. 9 2. Recent Developments; Purpose of the Offer; Certain Effects of the Offer................................ 11 3. Procedures for Tendering Shares..................... 14 4. Withdrawal Rights................................... 19 5. Purchase of Shares and Payment of Purchase Price.... 19 6. Conditional Tender of Shares........................ 20 7. Conditions of the Offer............................. 21 8. Price Range of Shares; Dividends.................... 23 9. Source and Amount of Funds.......................... 23 10. Certain Information Concerning Us................... 23 11. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares.............................................. 24 12. Certain Legal Matters; Regulatory Approvals......... 26 13. Certain U.S. Federal Income Tax Consequences........ 27 14. Extension of the Offer; Termination; Amendment...... 29 15. Fees and Expenses................................... 30 16. Miscellaneous....................................... 31 Attachment I -- Press Release of The Dress Barn, Inc., dated September 18, 2002, Announcing Financial Results for the Fiscal Quarter and Year Ended July 27, 2002
3 SUMMARY We are providing this summary of terms for your convenience. It highlights material information in this document, but you should realize that it does not describe all of the details of the offer to the same extent described in this document. We urge you to read the entire document and the related Letter of Transmittal, because they contain the full details of the offer. Where helpful, we have included references to the sections of this document where you will find a more complete discussion. WHO IS OFFERING TO PURCHASE MY SHARES? We are offering to purchase up to 8,000,000 shares of our common stock. WHAT IS THE PURPOSE OF THE OFFER? Prior to announcing this offer, we considered a variety of alternative uses of our excess cash. After considering these alternatives, we have determined that investing in our stock would result in 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 shares that are properly tendered and not withdrawn. All shares we purchase will be purchased at the same price, even if you have selected a lower price, but we will not purchase any shares above the purchase price we determine. If you wish to maximize the chance that your shares will be purchased, you should check the box in the section on the Letter of Transmittal indicating that you will accept the purchase price we determine. You should understand that this election could result in your shares being purchased at the minimum price of $15.00 per share. If your shares are purchased in the offer, you will be paid the purchase price, in cash, without interest, promptly after the expiration of the offer period. Under no circumstances will we pay interest on the purchase price, even if there is a delay in making payment. See 'Introduction' and Section 1. HOW MANY SHARES WILL DRESS BARN PURCHASE? We will purchase 8,000,000 shares in the tender offer or such lesser number of shares as are properly tendered. Eight million shares represents approximately 21.9% of our outstanding common stock. If more than 8,000,000 shares are tendered, all shares tendered at or below the purchase price will be purchased on a pro rata basis, except for 'odd lots' (lots held by beneficial owners of less than 100 shares), which will be purchased on a priority basis. We also expressly reserve the right to purchase additional shares in an amount equal to up to 2% of the outstanding shares and could decide to purchase more shares, subject to applicable legal requirements. The offer is not conditioned on any minimum number of shares being tendered by shareholders. See Section 1. HOW WILL DRESS BARN PAY FOR THE SHARES? We will need a maximum of approximately $137,000,000 to purchase 8,000,000 shares, assuming the price paid per share is $17.00, and to pay related expenses. We intend to utilize available cash. As of our most recent fiscal month ended August 24, 2002, we had cash, cash equivalents, marketable securities and investments aggregating $235,000,000. See Section 9. 4 DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT? Yes. We plan to obtain all funds necessary for the offer from our cash, cash equivalents and short-term investments. The offer is not conditioned upon any financing arrangements. See Section 9. CAN THE OFFER BE EXTENDED, AMENDED OR TERMINATED AND UNDER WHAT CIRCUMSTANCES? We can extend or amend the offer in our sole discretion. If we extend the offer, we will delay the acceptance of any shares that have been tendered. See Section 14 for a more detailed discussion of the extension and amendment of the offer. We can terminate the offer under certain circumstances. See Section 7. HOW LONG DO I HAVE TO TENDER MY SHARES? You may tender your shares until the tender offer expires. The offer will expire on Friday, October 18, 2002, at 5:00 p.m., eastern time, unless we extend the offer. We may choose to extend the offer at any time. We cannot assure you, however, that we will extend the offer or, if we extend it, for how long. See Sections 1 and 14. HOW WILL I BE NOTIFIED IF DRESS BARN EXTENDS THE OFFER OR AMENDS THE TERMS OF THE OFFER? If the offer is extended, we will make a public announcement of the extension no later than 9:00 a.m., eastern time, on the first business day after the previously scheduled expiration of the offer period. We will announce any amendment to the offer by making a public announcement of the amendment. See Section 14. ARE THERE ANY CONDITIONS TO THE OFFER? Yes. Our obligation to accept and pay for your tendered shares depends upon a number of conditions, including: No significant decrease in the price of our common stock or in the price of equity securities generally and no adverse changes in the U.S. stock markets or credit markets shall have occurred during this offer. No legal action shall be pending, or shall have been threatened or taken, that might adversely affect the offer. No one shall have proposed, announced or made a tender or exchange offer (other than this offer), merger, business combination or other similar transaction involving us. No material change in our business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership shall have occurred during this offer. No one (including certain groups) shall have acquired, or proposed to acquire, beneficial ownership of more than 5% of the outstanding shares (other than anyone who publicly disclosed such ownership in a filing with the Securities and Exchange Commission prior to September 19, 2002). In addition, no new group shall have been formed which beneficially owns more than 5% of the outstanding shares. Finally, no one shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of our respective assets or securities. For more information on conditions to the offer, see Section 7. HOW DO I TENDER MY SHARES? To tender your shares, prior to 5:00 p.m., eastern time, on Friday, October 18, 2002, unless the offer is extended: 5 you must deliver your share certificate(s) and a properly completed and duly executed Letter of Transmittal to the Depositary at the address appearing on the back cover of this document; or the Depositary must receive a confirmation of receipt of your shares by book-entry transfer and a properly completed and duly executed Letter of Transmittal; or you must comply with the guaranteed delivery procedure outlined in Section 3. You may also contact the Information Agent, the Dealer Manager or your broker for assistance. The contact information for the Information Agent and Dealer Manager is set forth on the back cover of this document. See Section 3 and the instructions to the Letter of Transmittal. We have been informed that participants in our 401(k) Profit Sharing Retirement Savings Plan who wish to tender any of their shares held in the plan must instruct our ERISA Committee to tender their shares at least three business days before the expiration of the offer. Separate instructions and procedures relating to the tender of these shares are described in Section 3. ONCE I HAVE TENDERED SHARES IN THE OFFER, CAN I WITHDRAW MY TENDERED SHARES? Yes. You may withdraw your tendered shares at any time before 5:00 p.m., eastern time, on Friday, October 18, 2002, unless we extend the offer, in which case you can withdraw your shares until the expiration of the offer as extended. If we have not accepted for payment the shares you have tendered to us, you may also withdraw your shares at any time after 5:00 p.m., eastern time, on November 15, 2002. See Section 4. HOW DO I WITHDRAW SHARES I PREVIOUSLY TENDERED? You must deliver on a timely basis a written or facsimile notice of your withdrawal to the Depositary at the address appearing on the back cover of this document. Your notice of withdrawal must specify your name, the number of shares to be withdrawn and the name of the registered holder of the shares. Some additional requirements apply if the certificates for shares to be withdrawn have been delivered to the Depositary or if your shares have been tendered under the procedure for book-entry transfer set forth in Section 3. See Section 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 necessary to permit us to purchase 8,000,000 shares, shares conditionally tendered (for which the condition was not initially satisfied) at or below the purchase price selected by us will be selected for purchase by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares. Therefore, all of the shares that you tender in the offer may not be purchased even if they are tendered at or below the purchase price. See Section 1. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? Shareholders who choose not to tender will own a greater percentage interest in our outstanding common stock following the offer. WHAT DO DRESS BARN AND ITS BOARD OF DIRECTORS THINK OF THE OFFER? Our Board of Directors has approved this offer. However, neither we nor our Board of Directors nor the Dealer Manager is making any recommendation whether you should tender or refrain from 6 tendering your shares or at what purchase price you should choose to tender your shares. You must decide whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them. You should discuss whether to tender your shares with your broker or other financial advisor. See Section 2. WILL DRESS BARN'S DIRECTORS AND OFFICERS TENDER SHARES IN THE OFFER? Certain of our directors and officers have advised us that they currently intend to tender a total of 276,800 shares in response to the offer. See Section 11. WHEN AND HOW WILL DRESS BARN PAY ME FOR THE SHARES I TENDER? We will pay the purchase price, in cash, without interest, for the shares we purchase promptly after the expiration of the offer and the acceptance of the shares for payment. We will pay for the shares accepted for purchase by depositing the aggregate purchase price with the Depositary as promptly after the Expiration Date (as defined in Section 1) of the offer. The Depositary will act as your agent and will transmit to you the payment for all of your shares accepted for payment. See Sections 1 and 5. WHAT IS THE RECENT MARKET PRICE OF MY DRESS BARN SHARES? On September 18, 2002, the last full trading day before the announcement of this offer, our last reported price per share on the Nasdaq National Market was $11.29. You are urged to obtain current market quotations for your shares. WILL I HAVE TO PAY BROKERAGE COMMISSIONS IF I TENDER MY SHARES? If you are a registered shareholder and you tender your shares directly to the Depositary, you will not incur any brokerage commission. If you hold shares through a broker or bank, we urge you to consult your broker or bank to determine whether transaction costs are applicable. See the Introduction and Section 3. WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES IF I TENDER MY SHARES? Generally, you will be subject to U.S. federal income taxation when you receive cash from us in exchange for the shares you tender. In addition, the receipt of cash for your tendered shares will be treated either as (1) a sale or exchange eligible for capital gains treatment or (2) a dividend subject to ordinary income tax rates. See Section 13. WILL I HAVE TO PAY STOCK TRANSFER TAX IF I TENDER MY SHARES? If you instruct the Depositary in the related letter of transmittal to make the payment for the shares to the registered holder, you will not incur any stock transfer tax. See Section 5. WHOM DO I CONTACT IF I HAVE QUESTIONS ABOUT THE OFFER? The Information Agent or Dealer Manager can help answer your questions. The Information Agent is D. F. King & Co., Inc. and the Dealer Manager is Bear, Stearns & Co. Inc. Their contact information is set forth on the back cover of this document. 7 FORWARD LOOKING STATEMENTS This Offer to Purchase and the documents incorporated by reference in this Offer to Purchase contain certain statements that are not historical facts and constitute projections, forecasts or forward-looking statements. These statements may be identified by the use of forward-looking words or phrases, such as 'believes,' 'expects,' 'anticipates,' 'intends,' 'plans,' 'estimates,' 'may' and 'should.' These statements are not guarantees of performance. They are inherently subject to known and unknown risks, uncertainties and assumptions that could cause our future results and shareholder value to differ materially from those expressed in these statements. Our actual actions or results may differ materially from those expected or anticipated in the forward-looking statements. Specific factors that might cause such a difference, include, but are not limited to factors discussed in our Annual Report on Form 10-K for the fiscal year ended July 28, 2001 and our other reports filed with the Securities and Exchange Commission. We undertake no obligation to make any revision to the forward-looking statements contained in this Offer to Purchase or incorporated by reference in this Offer to Purchase or to update them to reflect events or circumstances occurring after the date of this document. INTRODUCTION To the Holders of our Common Stock: We invite our shareholders to tender shares of our common stock, $.05 par value per share, for purchase by it. We are offering to purchase up to 8,000,000 shares at a price not greater than $17.00 nor less than $15.00 per share, net to the seller in cash, without interest. We will select the lowest purchase price that will allow us to buy 8,000,000 shares or, if a lesser number of shares is properly tendered, all shares that are properly tendered and not withdrawn. All shares acquired in the offer will be acquired at the same purchase price. Our offer is being made upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal which, as they may be amended or supplemented from time to time, together constitute this offer. Only shares properly tendered at prices at or below the purchase price we select and not properly withdrawn will be purchased. However, because of the 'odd lot' priority, proration and conditional tender provisions described in this Offer to Purchase, all of the shares tendered at or below the purchase price will not be purchased if more than the number of shares we seek are tendered. We will return shares tendered at prices in excess of the purchase price that we determine and shares we do not purchase because of proration or conditional tenders promptly following the Expiration Date. See Section 3. We reserve the right, in our sole discretion, to purchase more than 8,000,000 shares pursuant to the offer, subject to certain limitations and legal requirements. See Sections 1 and 14. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to other conditions. See Section 7. Our Board of Directors has approved this offer. However, neither we nor our Board of Directors nor the Dealer Manager is making any recommendation whether you should tender or refrain from tendering your shares or at what purchase price you should choose to tender your shares. You must make your own decision whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them. In deciding whether to tender and at what purchase price, you should consider our reasons for making this offer and other available information about us. See Section 2. Certain of our directors and executive officers have advised us that they intend to tender shares in the offer. See Section 11. If at the expiration of the offer, more than 8,000,000 shares (or such greater number of shares as we may elect to purchase) are properly tendered at or below the purchase price and not properly withdrawn, we will buy shares: first, from all Odd Lot Holders (as defined in Section 1) who properly tender all their shares at or below the purchase price; 8 second, on a pro rata basis from all other shareholders who properly tender all their shares at or below the purchase price, other than shareholders who tender conditionally and whose conditions are not satisfied; and third, as to holders who have tendered their shares conditionally and whose conditions were not initially satisfied by random lot. See Sections 1 and 6 for additional information concerning priorities and proration procedures. The purchase price will be paid net to the tendering shareholder in cash, without interest, for all shares purchased. Tendering shareholders who hold shares registered in their own name and who tender their shares directly to the Depositary will not be obligated to pay brokerage commissions, solicitation fees or, subject to Instruction 8 of the Letter of Transmittal, stock transfer taxes on our purchase of shares in the offer. Shareholders holding shares through brokers or banks are urged to consult the brokers or banks to determine whether transaction costs may apply if shareholders tender shares through the brokers or banks and not directly to the Depositary. Also, any tendering shareholder or other payee who fails to complete, sign and return to the Depositary the Substitute Form W-9 that is included as part of the Letter of Transmittal or Form W-8 obtained from the Depository may be subject to required United States federal income tax backup withholding equal to 30% of the gross proceeds payable to the tendering shareholder or other payee pursuant to the offer. See Section 3. Participants in our 401(k) Profit Sharing Retirement Savings Plan may instruct our ERISA Committee to authorize and direct the plan trustee to tender some or all of the shares held for the participant's account by following the instructions in the 'Letter to Participants in our 401(k) Profit Sharing Retirement Savings Plan' furnished separately and returning it to our ERISA Committee in accordance with those instructions. If our ERISA Committee has not received a participant's instructions at least three business days prior to the Expiration Date, our ERISA Committee will not instruct the trustee to tender any shares held on behalf of the participant in the plan. The proceeds received by the 401(k) Profit Sharing Retirement Savings Plan from any tender of shares from a participant's account will be reinvested in the Morley Stable Value Fund. Once the tender proceeds have been credited to the participant's plan account, the participant may reallocate his or her investments among the various investment funds under the plan in the usual manner. See Section 3. As of September 13, 2002, we had 36,619,199 issued and outstanding shares, and 2,622,952 shares reserved for issuance upon exercise of outstanding stock options under our stock option plans. The 8,000,000 shares that we are offering to purchase pursuant to the offer represents approximately 21.9% of our shares outstanding on September 13, 2002. 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 the announcement of the 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. THE OFFER 1. TERMS OF THE OFFER. Upon the terms and subject to the conditions of the offer, we will purchase 8,000,000 shares, or the lesser number of shares that is properly tendered and not properly withdrawn in accordance with Section 4 before the Expiration Date at prices not greater than $17.00 nor less than $15.00 per share, net to the seller in cash, without interest. The term 'Expiration Date' means 5:00 p.m., eastern time, on Friday, October 18, 2002. We may, in our sole discretion, extend the period of time during which the offer will remain open. In the event of an extension, the term 'Expiration Date' will refer to the latest time and date at which the offer, as extended by us, will expire. See Section 14 for a description of our right to extend, delay, terminate or amend the offer. In accordance with Instruction 5 of the Letter of Transmittal, shareholders desiring to tender shares must either (1) specify that they are willing to sell their shares to us at the price determined in the offer, or (2) specify the price, not greater than $17.00 nor less than $15.00 per share, at which they are willing to sell their shares to us in the offer. Promptly following the Expiration Date, we will, upon the terms 9 and subject to the conditions of the offer, determine a single per share purchase price (in multiples of $.05) that we will pay for shares properly tendered and not properly withdrawn pursuant to the offer, taking into account the number of shares tendered and the prices specified by tendering shareholders. We will select the lowest purchase price that will allow us to buy 8,000,000 shares or, if a lesser number of shares is properly tendered, all shares that are properly tendered and not withdrawn. All shares purchased in the offer will be purchased at the same purchase price. Only shares properly tendered at prices at or below the purchase price we determine and not properly withdrawn will be purchased. However, because of the 'odd lot' priority, proration and conditional tender provisions of the offer, all of the shares tendered at or below the purchase price will not be purchased if more than the number of shares we seek are properly tendered. All shares tendered and not purchased in the offer, including shares tendered at prices in excess of the purchase price we determine and shares not purchased because of proration or conditional tenders, will be returned to the tendering shareholders at our expense promptly following the Expiration Date. We reserve the right to purchase more than 8,000,000 shares in the offer. In accordance with applicable regulations of the Securities and Exchange Commission, we may purchase in the offer an additional number of shares not to exceed 2% of the currently outstanding shares (approximately 732,000 shares) without amending or extending the offer. See Section 14. In the event of an oversubscription of the offer, shares tendered at or below the purchase price before the Expiration Date will be subject to proration, except for Odd Lots (as defined below). The proration period also expires on the Expiration Date. If we (1) increase the price that may be paid for shares above $17.00 per share or decrease the price that may be paid for shares below $15.00 per share, (2) materially increase the Dealer Manager's fee, (3) increase the number of shares that we may purchase in the offer by more than 2% of our outstanding shares, or (4) decrease the number of shares that we may purchase in the offer, then the offer must remain open for at least 10 business days following the date that notice of the increase or decrease is first published, sent or given in the manner specified in Section 14. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to other conditions. See Section 7. Priority of Purchases. If more than 8,000,000 shares (or a greater number of shares as we may elect to purchase) have been properly tendered at prices at or below the purchase price selected by us and not properly withdrawn before the Expiration Date, we will purchase properly tendered shares on the basis set forth below: First, we will purchase all shares tendered by any Odd Lot Holder (as defined below) 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 adjustments to avoid purchases of fractional shares, determined by dividing the number of all shares tendered (other than by Odd Lot Holders given priority as described above) by the remaining number of shares to be purchased in the offer; Third, if necessary to permit us to purchase 8,000,000 shares, shares conditionally tendered (for which the condition was not initially satisfied) at or below the purchase price selected by us and not properly withdrawn prior to the Expiration Date, will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares. As a result of the foregoing priorities applicable to the purchase of shares tendered, it is possible that fewer than all shares tendered by a shareholder will be purchased or that, if a tender is conditioned 10 upon the purchase of a specified number of 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 procedures described in Section 3. Odd Lots will be accepted for payment before any proration of the purchase of other tendered shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more shares, even if these holders have separate accounts or certificates representing fewer than 100 shares, or with respect to any shares held in our 401(k) Profit Sharing Retirement Savings Plan. By tendering in the offer, an Odd Lot Holder which holds shares in its name and tenders its shares directly to the Depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable odd lot discounts in a sale of the holder's shares. Any Odd Lot Holder wishing to tender all of the shareholder's shares in the offer should complete the section entitled 'Odd Lots' in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. We also reserve the right, but will not be obligated, to purchase all shares properly tendered by any shareholder who tenders any shares owned beneficially or of record, at or below the purchase price selected by us and who, as a result of proration, would then own beneficially or of record, an aggregate of fewer than 100 shares. If we exercise this right, we will increase the number of shares that we are offering to purchase in the offer by the number of shares purchased through the exercise of the right. Proration. If proration of tendered shares is required, we will determine the proration factor promptly following the Expiration Date. Proration for each shareholder tendering shares, other than Odd Lot Holders, will be based on the ratio of the number of shares tendered by the shareholder to the total number of shares tendered by all shareholders, other than Odd Lot Holders, at or below the purchase price selected by us. Proration will also be subject to the procedures described above under 'Priority of Purchases.' Because of the difficulty in determining the number of shares properly tendered and not properly withdrawn, and because of the Odd Lot procedure described above and the conditional tender procedure described in Section 6, we do not expect that we will be able to announce the final proration factor or commence payment for any shares purchased pursuant to the offer until approximately five business days after the Expiration Date. The preliminary results of any proration will be announced by press release promptly after the Expiration Date. After the Expiration Date, shareholders may obtain preliminary proration information from the Information Agent and also may be able to obtain the information from their brokers. As described in Section 13, the number of shares that we will purchase from a shareholder in the offer may affect the U.S. federal income tax consequences to the shareholder of the purchase and, therefore, may be relevant to a shareholder's decision whether or not to tender shares and whether to condition any tender upon our purchase of a stated number of shares held by the tendering shareholder. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of the shares and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on our shareholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of shares. 2. RECENT DEVELOPMENTS; PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER. Recent Developments On September 18, 2002, we issued a press release disclosing our financial results for the fiscal quarter and year ended July 27, 2002. This press release is attached to this Offer to Purchase as Attachment I, and you are urged to read this press release in its entirety. 11 Purpose of the Offer For the past several years, our management and Board of Directors have evaluated and reassessed our operations, strategy and future direction. We believe that our current net worth and capital position exceeds the capital required to conduct our business. We have generally invested our capital reserves and excess capital in money market funds, short-term investments and tax-free municipal bonds. Prior to the announcement of this offering, we considered a variety of alternatives for the use of our excess cash. After such deliberations, we determined that investing in our own stock would result in an improved capital structure and would represent an efficient means to provide value to our shareholders. We believe that the offer is a prudent use of our financial resources and assets in light of the current market price of our common stock. We believe that the 'Dutch Auction' tender offer set forth herein represents a mechanism to provide all shareholders with the opportunity to tender all or a portion of their shares and, thereby, receive a return of our capital if they so elect. By utilizing a 'Dutch Auction' tender rather than the payment of a dividend, we are providing most shareholders with a method to obtain capital gains tax treatment if desired. This format of repurchase also provides a method for shareholders not participating to increase their relative percentage interest in us and our future operations at no additional cost. As a result, the Board of Directors believes that investing in our own shares in this manner is an attractive use of capital and an efficient means to provide value to our shareholders. The offer also provides shareholders (particularly those who, because of the size of their stockholdings, might not be able to sell their shares without potential disruption to the share price) with an opportunity to obtain liquidity with respect to their shares, without potential disruption to the share price and the usual transaction costs associated with market sales. In October 1998, our Board of Directors authorized the repurchase of up to $75 million of our common stock. We completed this repurchase in 2000, purchasing a total of 9.6 million shares at an average price of $7.81 per share. In March 2000, our Board of Directors approved an authorization to repurchase an additional $50 million of our common stock, which authorization was increased to $75 million in April 2001. As of September 18, 2002, we had repurchased 2.3 million shares (or approximately 33% of the additional authorization) at an aggregate cost of approximately $24.8 million (an average price of $10.69 per share). All share and per share amounts in this paragraph have been adjusted for the two-for-one stock split of our common stock effected on June 3, 2002. After the offer is completed, we believe that our anticipated cash flow from operations, access to credit facilities and capital markets and financial condition will be adequate for our needs for at least the next 12 months. However, our actual experience may differ significantly from our expectations and there can be no assurance that our action in utilizing a significant portion of our capital in this manner will not adversely affect our ability to operate profitably or absorb possible losses in future periods or to continue our stock repurchase program. Future events may adversely or materially affect our business, expenses or prospects and could affect our available cash or the availability or cost of external financial resources. Depending on the results and prospects of our business, prevailing economic and market conditions and the market price of our shares, we currently intend to continue our repurchase program subsequent to the termination of the offer, regardless of the number of shares we purchase in the offer. However, Rule 13e-4 under the Securities Exchange Act of 1934 (the 'Exchange Act') prohibits us and our affiliates from purchasing any shares, other than in the offer, until at least 10 business days after the Expiration Date. Our Board of Directors has approved the offer. However, neither we nor our Board of Directors nor the Dealer Manager make any recommendation to shareholders as to whether to tender or refrain from tendering their shares or as to the purchase price at which shareholders should tender their shares, and none of them have authorized any person to make any recommendation. Shareholders are urged to evaluate carefully all information in the offer, consult with their own investment and tax advisors and make their own decision whether to tender and, if so, how many shares to tender and the price or prices at which to tender them. We have been advised that certain of our directors and executive officers intend to tender a total of 276,800 of their shares in this offer, representing approximately 3.4% of their current holdings. See Section 11. 12 Certain Effects of the Offer Upon the completion of the offer, non-tendering shareholders will own a greater percentage interest in us. Assuming that 8,000,000 shares are purchased in response to the offer and that all shares intended to be tendered by our directors and executive officers are tendered and purchased, the relative percentage beneficial ownership held by our directors and executive officers in the aggregate will increase from approximately 22.3% to approximately 27.7%. This increased concentration of beneficial ownership of our common stock by our directors and executive officers may have the effect of deterring a third party from attempting to acquire us or our common stock at a price that represents a premium to the then current trading price. As of July 27, 2002, the net book value per share of our common stock was $9.05. Assuming that the 8,000,000 shares sought to be purchased by us had been acquired on such date at the maximum price of $17.00 per share, the adjusted net book value per share as of that date would have been $6.93. Non-tendering shareholders will realize a proportionate increase in their relative ownership interest in us and thus in our future earnings and assets, subject to our right to issue additional shares of common stock and other equity securities in the future. Shareholders may be able to sell non-tendered shares in the future on the Nasdaq National Market or otherwise, at a net price significantly higher than the purchase price in the offer. We can give no assurance, however, as to the price at which a shareholder may be able to sell his or her shares in the future, which may be higher or lower than the purchase price paid by us in this offer. Shares that we acquire in this offer will be restored to the status of authorized but unissued shares and will be available for us to issue in the future without further shareholder action (except as required by applicable law or Nasdaq rules) for all purposes, such as the acquisition of other businesses or the raising of additional capital for use in our business. We have no current plans for the issuance of shares purchased in this offer. Our purchase of shares in the offer will reduce the number of shares that might otherwise trade publicly and is likely to reduce the number of our shareholders. This may reduce the volume of trading in our shares and make it more difficult to buy or sell significant amounts of our shares without materially affecting the market price. Nonetheless, we anticipate that there will be a sufficient number of shares outstanding and publicly traded following consummation of the offer to ensure a continued trading market for the shares. Based upon published guidelines of Nasdaq, we do not believe that our purchase of shares in the offer will cause our remaining shares to be delisted from the Nasdaq National Market. Our shares are currently 'margin securities' under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit to their customers using the shares as collateral. We believe that, following the purchase of shares pursuant to the offer, the shares will continue to be 'margin securities' for purposes of the Federal Reserve Board's margin regulations. Our shares are registered under the Exchange Act, which requires, among other things, that we furnish information to our shareholders and to the SEC and comply with the SEC's proxy rules in connection with meetings of our shareholders. We believe that our purchase of shares in the offer will not result in the shares becoming eligible for deregistration under the Exchange Act. Except as disclosed in this Offer to Purchase, we currently have no plans, proposals or negotiations underway that relate to or would result in: any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries; any purchase, sale or transfer of an amount of our assets or any of our subsidiaries' assets which is material to us and our subsidiaries, taken as a whole; any material change in our present Board of Directors or management or any plans or proposals to change the number or the term of directors (although we may fill vacancies arising on the Board) or to change any material term of the employment contract of any executive officer; any material change in our present dividend policy of not paying cash dividends, our capitalization, corporate structure or business; 13 any class of our equity securities ceasing to be authorized to be quoted on the Nasdaq National Market; any class of our equity securities becoming eligible for termination of registration under Section 12(g) of the Exchange Act; the suspension of our obligation to file reports under Section 13 of the Exchange Act; the acquisition or disposition by any person of our securities; or any changes in our charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of us. Notwithstanding the foregoing, we consider from time to time and may in the future consider acquisition opportunities in the following areas to enhance shareholder value and supplement our growth: (1) real estate oriented acquisitions to gain access to attractive sites and favorable lease terms; (2) other retail operations that could benefit from our management and expertise; and (3) alternative channels of distribution. 3. PROCEDURES FOR TENDERING SHARES. Proper Tender of Shares. For shares to be tendered properly in the offer: (1) the certificates for the shares, or confirmation of receipt of the shares under the procedure for book-entry transfer set forth below, together with (a) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), including any required signature guarantees, (b) an Agent's Message (as defined below) in the case of a book-entry transfer or (c) the specific acknowledgement in the case of a tender through the Automated Tender Offer Program (as described below) of the Book-Entry Transfer Facility (as defined below), and any other documents required by the Letter of Transmittal, must be received before 5:00 p.m., eastern time, on the Expiration Date by the Depositary at its address set forth on the back cover of this Offer to Purchase; or (2) the tendering shareholder must comply with the guaranteed delivery procedure set forth below. In accordance with Instruction 5 of the Letter of Transmittal, each shareholder desiring to tender shares in the offer must either (1) check the box in the section of the Letter of Transmittal captioned 'Shares Tendered at Price Determined Pursuant to the Offer' or (2) check one of the boxes in the section of the Letter of Transmittal captioned 'Price (in Dollars) per Share at Which Shares Are Being Tendered,' indicating the price at which shares are being tendered. A tender of shares will be proper if, and only if, one of these boxes is checked on the Letter of Transmittal. If tendering shareholders wish to maximize the chance that their shares will be purchased, they should check the box in the section on the Letter of Transmittal captioned 'Shares Tendered at Price Determined Pursuant to the Offer.' Note that this election could result in the tendered shares being purchased at the minimum price of $15.00 per share. If tendering shareholders wish to indicate a specific price (in multiples of $.05) at which their shares are being tendered, they must check a box under the section captioned 'Price (in Dollars) per Share at which Shares Are Being Tendered.' Tendering shareholders should be aware that this election could mean that none of their shares will be purchased if they check a box other than the box representing the lowest price. A shareholder who wishes to tender shares at more than one price must complete separate Letters of Transmittal for each price at which shares are being tendered. The same shares cannot be tendered (unless previously properly withdrawn in accordance with the terms of the offer) at more than one price. Odd Lot Holders who tender all their shares must also complete the section captioned 'Odd Lots' in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the preferential treatment available to Odd Lot Holders as set forth in Section 1. Shareholders who hold shares through brokers or banks are urged to consult the brokers or banks to determine whether transaction costs may apply if shareholders tender shares through the brokers or banks and not directly to the Depositary. 14 Participants in our 401(k) Profit Sharing Retirement Savings Plan who wish to tender some or all of the shares allocated to their accounts must follow the instructions in the 'Letter to Participants in Dress Barn's 401(k) Profit Sharing Retirement Savings Plan' furnished separately and return the Directions Form to our ERISA Committee in accordance with those instructions. The Directions Form must be received by our ERISA Committee not later than three business days prior to the Expiration Date, or no shares allocated to the participant's account will be tendered. Signature Guarantees and Method of Delivery. No signature guarantee is required if: (1) the Letter of Transmittal is signed by the registered holder of the shares (which term, for purposes of this Section 3, will include any participant in The Depository Trust Company (the 'Book-Entry Transfer Facility') whose name appears on a security position listing as the owner of the shares) tendered and the holder has not completed either the box entitled 'Special Delivery Instructions' or the box entitled 'Special Payment Instructions' on the Letter of Transmittal; or (2) shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is an 'eligible guarantor institution,' as the term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each of the foregoing constitutes an 'Eligible Institution'). See Instruction 1 of the Letter of Transmittal. If a certificate for shares is registered in the name of a person other than the person executing a Letter of Transmittal, or if payment is to be made to (or shares not purchased or tendered are to be issued to) a person other than the registered holder, then the certificate must be endorsed or accompanied by an appropriate stock power, in either case, signed exactly as the name of the registered holder appears on the certificate, with the signature guaranteed by an Eligible Institution. In all cases, payment for shares tendered and accepted for payment in the offer will be made only after timely receipt by the Depositary of certificates for the shares (or a timely confirmation of the book-entry transfer of the shares into the Depositary's account at the Book-Entry Transfer Facility as described above), a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), an Agent's Message in the case of a book-entry transfer or the specific acknowledgment in the case of a tender through the Automated Tender Offer Program of the Book-Entry Transfer Facility, and any other documents required by the Letter of Transmittal. The method of delivery of all documents, including certificates for shares, the Letter of Transmittal and any other required documents, is at the election and risk of the tendering shareholder. If delivery is by mail, we recommend that shareholders use registered mail with return receipt requested, properly insured. In all cases, sufficient time should be allowed to ensure timely delivery. Book-Entry Delivery. The Depositary will establish an account with respect to the shares for purposes of the offer at the Book-Entry Transfer Facility within two business days after the date of this Offer to Purchase, and any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of the shares by causing the Book-Entry Transfer Facility to transfer shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedures for transfer. Although delivery of shares may be effected through a book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, either (1) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), with any required signature guarantees, an Agent's Message in the case of a book-entry transfer or the specific acknowledgment in the case of a tender through the Automated Tender Offer Program of the Book-Entry Transfer Facility, and any other required documents must be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase before the Expiration Date, or (2) the guaranteed delivery procedure described below must be followed. Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary. The term 'Agent's Message' means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that the 15 Book-Entry Transfer Facility has received an express acknowledgement from the participant in the Book-Entry Transfer Facility tendering shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce such agreement against the participant. Participants in the Book-Entry Transfer Facility may tender their shares in accordance with the Automated Tender Offer Program to the extent it is available to them for the shares they wish to tender. A shareholder tendering through the Automated Tender Offer Program must expressly acknowledge that the shareholder has received and agreed to be bound by the Letter of Transmittal and that the Letter of Transmittal may be enforced against that shareholder. Guaranteed Delivery. If a shareholder desires to tender shares in the offer and the shareholder's share certificates are not immediately available or cannot be delivered to the Depositary before the Expiration Date (or the procedure for book-entry transfer cannot be completed on a timely basis), or if time will not permit all required documents to reach the Depositary before the Expiration Date, the shares still may be tendered, if all of the following conditions are satisfied: (1) the tender is made by or through an Eligible Institution; (2) the Depositary receives by hand, mail, overnight courier, telegram or facsimile transmission, on or before the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form we have provided with this Offer to Purchase, including (where required) a signature guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery; (3) the certificates for all tendered shares, in proper form for transfer (or confirmation of book-entry transfer of the shares into the Depositary's account at the Book-Entry Transfer Facility), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), including any required signature guarantees, an Agent's Message in the case of a book-entry transfer or the specific acknowledgement in the case of a tender through the Automated Tender Offer Program of the Book-Entry Transfer Facility, and any other documents required by the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of receipt by the Depositary of the Notice of Guaranteed Delivery; and (4) as to any tender of shares which are to be acquired by employees upon exercise of stock options, the Company itself may elect to guarantee delivery of such shares if and to the extent such shares are purchased in the offer. Return of Unpurchased Shares. If any tendered shares are not purchased, or if less than all shares evidenced by a shareholder's certificates are tendered, certificates for unpurchased shares will be returned promptly after the expiration or termination of the offer or, in the case of shares tendered by book-entry transfer at the Book-Entry Transfer Facility, the shares will be credited to the appropriate account maintained by the tendering shareholder at the Book-Entry Transfer Facility, in each case without expense to the shareholder. Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the number of shares to be accepted, the purchase price to be paid for shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by us, in our sole discretion, and our determination will be final and binding on all parties. We reserve the absolute right to reject any or all tenders of any shares that we determine are not in proper form or the acceptance for payment of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the offer or any defect or irregularity in any tender with respect to any particular shares or any particular shareholder, and our interpretation of the terms of the offer will be final and binding on all parties. No tender of shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering shareholder or waived by us. We will not, and none of the Dealer Manager, the Depositary, the Information Agent or any other person will be obligated to, give notice of any defects or irregularities in tenders, nor will any of them incur any liability for failure to give any notice. 16 Procedures for Participants in Our 401(k) Profit Sharing Retirement Savings Plan. Participants in our 401(k) Profit Sharing Retirement Savings Plan may instruct the ERISA Committee to authorize and direct Riggs National Bank, N.A., as the trustee of the plan's assets, to tender some or all of the shares allocated to a participant's account by following the instructions in the 'Letter to Participants in Dress Barn's 401(k) Profit Sharing Retirement Savings Plan' furnished separately and returning it to the ERISA Committee in accordance with those instructions. All documents furnished to shareholders generally in connection with the offer will be made available to participants whose plan accounts are credited with shares. Participants in the plan cannot use the Letter of Transmittal to direct the tender of shares, but must use the separate instruction letter sent to them. Our 401(k) Profit Sharing Retirement Savings Plan is prohibited from selling shares to us for a price that is less than the prevailing market price. Accordingly, if a participant in the plan elects to tender shares at a price that is lower than the prevailing market price of our common stock at the expiration of the offer, the tender price elected by the participant will be deemed to have been increased to the closest tender price that is not less than the closing price of our common stock on the Nasdaq National Market on the Expiration Date. This could result in such shares not being purchased in the offer. Delivery of a Letter of Transmittal by a plan participant does not constitute proper tender of his or her shares in the 401(k) Profit Sharing Retirement Savings Plan. Proper tender can only be made by the trustee, which is the record owner of the shares held in the plan. We have been advised that if the ERISA Committee has not received a participant's instructions at least three business days prior to the Expiration Date, it will not instruct the trustee to tender any shares held on behalf of the participant in the plan. The proceeds received by the 401(k) Profit Sharing Retirement Savings Plan from any tender of shares from a participant's plan account will be reinvested in the Morley Stable Value Fund. Once the tender proceeds have been credited to the participant's plan accounts, the participant may reallocate his or her investments among the various investment funds under the plan in the usual manner. Participants in our 401(k) Profit Sharing Retirement Savings Plan are urged to read the separate instruction letter and related materials carefully. Tendering Shareholder's Representation and Warranty; Our Acceptance Constitutes an Agreement. A tender of shares pursuant to any of the procedures described above will constitute the tendering shareholder's acceptance of the terms and conditions of the offer, as well as the tendering shareholder's representation and warranty to us that (1) the shareholder has a 'net long position,' within the meaning of Rule 14e-4 promulgated by the SEC under the Exchange Act, in the 'shares or equivalent securities at least equal to the shares being tendered,' and (2) the tender of shares complies with Rule 14e-4. It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender shares for that person's own account unless, at the time of tender and at the end of the proration period or period during which shares are accepted by lot (including any extensions thereof), the person so tendering (1) has a net long position equal to or greater than the amount of (a) shares tendered or (b) other securities convertible into or exchangeable or exercisable for the shares tendered and will acquire the shares for tender by conversion, exchange or exercise and (2) will deliver or cause to be delivered the shares in accordance with the terms of the offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. Our acceptance for payment of shares tendered in the offer will constitute a binding agreement between the tendering shareholder and us on the terms and conditions of the offer. U.S. Federal Income Tax Backup Withholding. Under the U.S. federal income tax backup withholding rules, unless an exemption applies under the applicable law and regulations, 30% of the gross proceeds payable to a shareholder or other payee pursuant to the offer must be withheld and remitted to the U.S. Internal Revenue Service (the 'IRS'), unless the shareholder or other payee provides his or her taxpayer identification number (employer identification number or social security number) to the Depositary (as payor) and certifies under penalties of perjury that the number is correct. Therefore, each tendering shareholder should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding unless the shareholder otherwise establishes to the satisfaction of the Depositary 17 that the shareholder is not subject to backup withholding. If the United States Holder (as defined in Section 13) does not provide the Depositary with the correct taxpayer identification number, the United States Holder may be subject to penalties imposed by the IRS. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS in accordance with its refund procedures. Certain 'exempt recipients' (including, among others, all corporations and certain Non-United States Holders (as defined in Section 13)) are not subject to these backup withholding and information reporting requirements. In order for a Non-United States Holder to qualify as an exempt recipient, that shareholder must submit an IRS Form W-8, signed under penalties of perjury, attesting to that shareholder's exempt status. This statement can be obtained from the Depositary. See Instruction 14 of the Letter of Transmittal. To prevent U.S. federal income tax backup withholding equal to 30% of the gross payment made to shareholders for shares purchased pursuant to the offer, each shareholder who does not otherwise establish an exemption from the backup withholding must provide the Depositary with the shareholder's correct taxpayer identification number and provide other information by completing the Substitute Form W-9 included as part of the Letter of Transmittal. Withholding for Non-United States Holders. Even if a Non-United States Holder has provided the required certification to avoid backup withholding, the Depositary will withhold U.S. federal income taxes equal to 30% of the gross payments payable to a Non-United States Holder or his agent unless the Depositary determines that a reduced rate of withholding is available under a tax treaty or that an exemption from withholding is applicable because the gross proceeds are effectively connected with the conduct of a trade of business within the United States. To obtain a reduced rate of withholding under a tax treaty, a Non-United States Holder must deliver to the Depositary before the payment a properly completed and executed IRS Form W-8BEN (or successor form). To obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the offer are effectively connected with the conduct of a trade or business within the United States, a Non-United States Holder must deliver do the Depositary a properly completed and executed IRS Form W-8ECI (or successor form). A Non-United States Holder that qualifies for an exemption from withholding by delivering IRS Form W-8ECI will generally be required to file a U.S. federal income tax return and will be subject to U.S. federal income tax on income derived from the sale of shares pursuant to the offer in the manner and to the extent described in Section 13 as if it were a United States Holder. The Depositary will determine a shareholder's status as a Non-United States Holder and eligibility for a reduced rate of, or exemption from, withholding by reference to any outstanding, valid certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS Form W-8BEN or IRS Form W-8ECI) unless facts and circumstances indicate that reliance is not warranted. A Non-United States Holder may be eligible to obtain a refund of all or a portion of any tax withheld if the Non-United States Holder meets the 'complete termination,' 'substantially disproportionate' or 'not essentially equivalent to dividend' tests described in Section 13 that would characterize the exchange as a sale (as opposed to a dividend) or is otherwise able to establish that no tax or a reduced amount of tax is due. Non-United States Holders are urged to consult their tax advisors regarding the application of U.S. federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure. Lost or Destroyed Certificates. Shareholders whose certificates for part or all of their shares have been lost, stolen, misplaced or destroyed may either complete the box in the Letter of Transmittal entitled, 'Affidavit of Lost or Destroyed Certificate(s),' and pay the listed insurance premium or contact First City Transfer Co., our transfer agent, at (732) 906-9227 for instructions as to the documents that will be required to be submitted together with the Letter of Transmittal in order to receive stock certificate(s) representing the shares. Shareholders are requested to contact the transfer agent immediately in order to permit timely processing of this documentation. Certificates for shares, together with a properly completed Letter of Transmittal and any other documents required by the Letter of Transmittal, must be delivered to the Depositary and not to us. Any documents delivered to us will not be forwarded to the Depositary and will not be deemed to be properly tendered. 18 4. WITHDRAWAL RIGHTS. Shares tendered in the offer may be withdrawn at any time before the Expiration Date and, unless already accepted for payment by us in the offer, may also be withdrawn at any time after 5:00 p.m., eastern time, on November 15, 2002. In the event of any modification of the terms of the Offer, additional withdrawal rights will be available and announced. Except as otherwise provided in this Section 4, tenders of shares pursuant to the offer are irrevocable. For a withdrawal to be effective, a notice of withdrawal must be in written or facsimile transmission form and must be received in a timely manner by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the tendering shareholder, the number of shares to be withdrawn and the name of the registered holder of the shares if different from that of the person who tendered the shares. If the certificates for shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the certificates, the tendering shareholder must also submit the serial numbers shown on the particular certificates for shares to be withdrawn and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of shares tendered for the account of an Eligible Institution). If shares have been tendered in accordance with the procedure for book-entry transfers described in Section 3, the notice of withdrawal also must specify the name and the number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn shares and must otherwise comply with the Book-Entry Transfer Facility's procedures. All questions as to the form and validity, including the time of receipt, of any notice of withdrawal will be determined by us, in our sole discretion, which determination will be final and binding on all parties. Neither we nor any of the Dealer Manager, the Depositary, the Information Agent or any other person will be obligated to give notice of any defects or irregularities in any notice of withdrawal, nor will any of them incur liability for failure to give any notice. Participants in our 401(k) Profit Sharing Retirement Savings Plan who wish to withdraw their shares must follow the instructions found in the 'Letter to Participants in Dress Barn's 401(k) Profit Sharing Retirement Savings Plan' sent to them separately. Withdrawals may not be rescinded, and any shares properly withdrawn will be deemed not properly tendered for purposes of the offer. However, withdrawn shares may be re-tendered before the Expiration Date by again following one of the procedures described in Section 3. If we extend the offer, are delayed in our purchase of shares or are unable to purchase shares in the offer for any reason, then, without prejudice to our rights under the offer, the Depositary may, subject to applicable law, retain tendered shares on our behalf, and the shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4. Our reservation of the right to delay payment for shares that we have accepted for payment is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer. 5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE. Promptly following the Expiration Date, we (1) will determine shareholders, and (2) will accept for payment and pay for (and thereby purchase) up to 8,000,000 shares properly tendered at prices at or below the purchase price and not properly withdrawn before the Expiration Date. For purposes of the offer, we will be deemed to have accepted for payment (and therefore purchased), subject to the 'odd lot' priority, proration and conditional tender provisions of this offer, shares that are properly tendered at or below the purchase price selected by us and not properly withdrawn only when, as and if we give oral or written notice to the Depositary of our acceptance of the shares for payment in the offer. We will accept for payment and pay the per share purchase price for all such shares promptly after the Expiration Date. In all cases, payment for shares tendered and accepted for payment in the offer will be made promptly, subject to possible delay in the event of proration or conditional tender, but only after timely receipt by the Depositary of certificates for shares, or of a timely Book-Entry Confirmation of shares into the Depositary's account at the Book-Entry Transfer Facility, and a properly completed 19 and duly executed Letter of Transmittal (or manually signed facsimile of the Letter of Transmittal), an Agent's Message in the case of a book-entry transfer or the specific acknowledgement in the case of a tender through the Automated Tender Offer Program of the Book-Entry Transfer Facility, and any other required documents. We will pay for shares purchased in the offer by depositing the aggregate purchase price for the shares with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from us and transmitting payment to the tendering shareholders. In the event of proration, we will determine the proration factor and pay for those tendered shares accepted for payment promptly after the Expiration Date. However, we do not expect to be able to announce the final results of any proration and commence payment for shares purchased until approximately five business days after the Expiration Date. Certificates for all shares tendered and not purchased, including all shares tendered at prices in excess of the purchase price and shares not purchased due to proration or conditional tenders will be returned or, in the case of shares tendered by book-entry transfer will be credited to the account maintained with the Book-Entry Transfer Facility by the participant who delivered the shares, to the tendering shareholder at our expense promptly after the Expiration Date or termination of the offer without expense to the tendering shareholders. Under no circumstances will we pay interest on the purchase price, including but not limited to, by reason of any delay in making payment. In addition, if certain events occur, we may not be obligated to purchase shares in the offer. See Section 7. We will pay all stock transfer taxes, if any, payable on the transfer to us of shares purchased in the offer. If, however, payment of the purchase price is to be made to, or (in the circumstances permitted by the offer) if unpurchased shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption from payment of the stock transfer taxes, is submitted. See Instruction 8 of the Letter of Transmittal. Any tendering shareholder or other payee who fails to complete fully, sign and return to the Depositary the Substitute Form W-9 included with the Letter of Transmittal may be subject to required U.S. federal income tax backup withholding of 30% of the gross proceeds paid to the shareholder or other payee in the offer. See Section 3. Also see Section 3 regarding U.S. federal income tax consequences for Non-United States shareholders. 6. CONDITIONAL TENDER OF SHARES. Under certain circumstances and subject to the exceptions for Odd Lot Holders described in Section 1, we may prorate the number of shares purchased in the offer. As discussed in Section 13, the number of shares to be purchased from a particular shareholder may affect the tax treatment of the purchase to the shareholder and the shareholder's decision whether to tender. The conditional tender alternative is made available so that a shareholder may seek to structure the purchase of shares from the shareholder in the offer in such a manner that it will be treated as a sale of such shares by the shareholder, rather than the payment of a dividend to the shareholder, for U.S. federal income tax purposes. Accordingly, a shareholder may tender shares subject to the condition that a specified minimum number of the shareholder's shares tendered must be purchased if any shares tendered are purchased. Any shareholder desiring to make a conditional tender must so indicate in the box captioned 'Conditional Tender' in the Letter of Transmittal or, if applicable, the Notice of Guaranteed Delivery. Each shareholder is urged to consult with his or her own tax advisor. If you wish to make a conditional tender you must indicate this in the box captioned 'Conditional Tender' in the Letter of Transmittal or, if applicable, the Notice of Guaranteed Delivery. In this box in the Letter of Transmittal or the Notice of Guaranteed Delivery, you must calculate and appropriately indicate the minimum number of shares that must be purchased if any are to be purchased. After the offer expires, if more than 8,000,000 shares are properly tendered and not properly withdrawn and we 20 must prorate our acceptance of and payment for tendered shares, we will calculate a preliminary proration percentage based upon all shares properly tendered, conditionally or unconditionally. If the effect of this preliminary proration would be to reduce the number of shares to be purchased from any shareholder below the minimum number specified by that shareholder, the conditional tender will automatically be regarded as withdrawn, unless chosen by lot for reinstatement as discussed in the next paragraph. After giving effect to these withdrawals, we will accept the remaining shares properly tendered, conditionally or unconditionally, on a pro rata basis, if necessary. If we are able to purchase all of the remaining tendered shares and the number that we would purchase would be below 8,000,000, then, to the extent feasible, we will select enough of the conditional tenders that would otherwise have been deemed withdrawn to permit us to purchase 8,000,000 shares. In selecting these conditional tenders, we will select by random lot and will select only from shareholders who tendered all of their shares. Upon selection by lot, if any, we will limit our purchase in each case to the designated minimum number of shares to be purchased. 7. CONDITIONS OF THE OFFER. Notwithstanding any other provision of the offer, we may terminate or amend the offer or may postpone the acceptance for payment of, or the purchase of and the payment for shares tendered, subject to the rules under the Exchange Act, if at any time on or after September 19, 2002 and before the Expiration Date any of the following events have occurred (or have been determined by us to have occurred) that, in our sole judgment and regardless of the circumstances giving rise to the event or events (including any action or omission to act by us), makes it inadvisable to proceed with the offer or with acceptance for payment: there is pending, or has been threatened or instituted, any action, suit or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or by any other person, domestic, foreign or supranational, before any court, authority, agency or other tribunal that directly or indirectly: (1) challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of the offer, the acquisition of some or all of the shares in the offer or otherwise relates in any manner to the offer; or (2) in our reasonable judgment, could materially and adversely affect our and our subsidiaries' business, condition (financial or otherwise), income, operations or prospects, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of our business or any of our subsidiaries' business or materially impair the contemplated benefits of the offer to us; there has been any action threatened, instituted, pending or taken, including any settlement, or any approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the offer or us or any of our subsidiaries, including any settlement, by any court, government or governmental, regulatory or administrative authority, agency or tribunal, domestic, foreign or supranational, that, in our reasonable judgment, could directly or indirectly: (1) make the acceptance for payment of, or payment for, some or all of the shares illegal or otherwise restrict or prohibit consummation of the offer; (2) delay or restrict our ability, or render us unable, to accept for payment or pay for some or all of the shares; (3) materially impair the contemplated benefits of the offer to us; or (4) materially and adversely affect our and our subsidiaries' business, condition (financial or otherwise), income, operations or prospects, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of our or any of our subsidiaries' business; 21 there has occurred any of the following: (1) any general suspension of trading in, or limitation on prices for, securities in any U.S. national securities exchange or in the over-the-counter market; (2) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory; (3) the commencement of a war, armed hostilities or other international or national calamity, including an act or acts of terrorism, directly or indirectly involving the United States; (4) any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that, in our reasonable judgment, could materially affect, the extension of credit by banks or other lending institutions in the United States; (5) any significant decrease in the market price of our common stock or in the market prices of equity securities generally in the United States or any changes in the general political, market, economic or financial conditions in the United States or abroad that could have, in our reasonable judgment, a material adverse effect on our and our subsidiaries' business, condition (financial or otherwise), income, operations or prospects, taken as a whole, or on the trading in the shares of our common stock or on the benefits of the offer to us; or (6) in the case of any of the foregoing existing at the time of the commencement of the offer, a material acceleration or worsening thereof; a tender or exchange offer for any or all of our shares (other than this offer), or any merger, acquisition proposal, business combination or other similar transaction with or involving us or any subsidiary, has been proposed, announced or made by any person or has been publicly disclosed; we learn that: (1) any entity, 'group' (as that term is used in Section 13(d)(3) of the Exchange Act) or person has acquired or proposes to acquire beneficial ownership of more than 5% of our outstanding shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as and to the extent disclosed in a Schedule 13D or Schedule 13G filed with the SEC on or before September 19, 2002); or (2) any entity, group or person who has filed a Schedule 13D or Schedule 13G with the SEC on or before September 19, 2002 has acquired or proposes to acquire, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than by virtue of the tender offer made hereby), beneficial ownership of an additional 2% or more of our outstanding shares; any person, entity or group has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, reflecting an intent to acquire us or any of our shares of common stock, or has made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of our respective assets or securities; any change or changes have occurred or are threatened in our or our subsidiaries' business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership that, in our reasonable judgment, has a material adverse effect of the benefits of the offer to us; or the consummation of the offer and the purchase of the shares may cause our common stock to be delisted from the Nasdaq National Market or to be eligible for deregistration under the Exchange Act. The conditions referred to above are for our sole benefit and may be asserted by us regardless of the circumstances (including any action or omission to act by us) giving rise to any condition, and may be waived by us, in whole or in part, at any time and from time to time in our sole discretion. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time and from time to time. In certain circumstances, if we waive any of the conditions described above, we may be required to 22 extend the Expiration Date. Any determination by us concerning the events described above will be final and binding on all parties. 8. PRICE RANGE OF SHARES; DIVIDENDS. Our common stock is listed for trading on the Nasdaq National Market under the symbol 'DBRN.' The following table sets forth, for the fiscal quarters indicated, the high and low sales prices per share as reported on the Nasdaq National Market. All prices have been adjusted for the two-for-one stock split of our common stock effected on June 3, 2002. We have never paid any cash dividends on our common stock.
HIGH LOW ---- --- FISCAL 2001 First quarter......................................... $12.690 $ 9.940 Second quarter........................................ $15.500 $11.625 Third quarter......................................... $15.375 $10.690 Fourth quarter........................................ $14.460 $10.775 FISCAL 2002 First quarter......................................... $ 12.20 $ 9.64 Second quarter........................................ $ 13.94 $ 10.83 Third quarter......................................... $ 15.62 $ 12.55 Fourth quarter........................................ $ 17.50 $ 12.14 FISCAL 2003 First quarter (through September 18, 2002)............ $ 15.59 $ 11.14
On September 18, 2002, the last full trading day before the announcement of the offer, the last reported sale price of the shares as reported on the Nasdaq National Market was $11.29. We urge shareholders to obtain current market quotations for the shares. 9. SOURCE AND AMOUNT OF FUNDS. Assuming we purchase 8,000,000 shares in the offer at the maximum specified purchase price of $17.00 per share, we expect the maximum aggregate cost, including all fees and expenses applicable to the offer, will be approximately $137,000,000. We will use available cash and cash equivalents to fund these costs and expenses of the offer. 10. CERTAIN INFORMATION CONCERNING US. General. We operate a national chain of specialty stores offering in-season, moderate to better quality career and casual fashion to the working woman at value prices. We have developed our own private brand, which constituted more than 90% of net sales for the fiscal year ended July 27, 2002. We operate primarily combination Dress Barn/Dress Barn Woman stores, or combo stores, which carry both Dress Barn and larger-sized Dress Barn Woman merchandise, as well as freestanding Dress Barn and Dress Barn Woman stores. As of July 27, 2002, we operated 754 stores in 43 states and the District of Columbia, consisting of 483 combo stores, 211 Dress Barn stores and 60 Dress Barn Woman stores. We are headquartered at 30 Dunnigan Drive, Suffern, New York 10901 and our telephone number is (845) 369-4500. Where You Can Find More Information. We are subject to the informational filing requirements of the Exchange Act, and, accordingly, are obligated to file reports, statements and other information with the Securities and Exchange Commission relating to our business, financial condition and other matters. Information, as of particular dates, concerning our directors and officers, their remuneration, options granted to them, the principal holders of our securities and any material interest of these persons in transactions with us is required to be disclosed in proxy statements distributed to our shareholders and filed with the Securities and Exchange Commission. We also have filed an Issuer Tender Offer Statement on Schedule TO with the Securities and Exchange Commission that includes additional 23 information relating to the offer. These reports, statements and other information can be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission, at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Copies of this material may also be obtained by mail, upon payment of the Securities and Exchange Commission's customary charges, from the Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street, N. W., Washington, D. C. 20549. The SEC also maintains a web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC, including the Schedule TO and documents incorporated by reference. You may obtain information about the Public Reference Room by calling the Securities and Exchange Commission for more information at 1-800-SEC-0330. Incorporation by Reference. The rules of the SEC allow us to 'incorporate by reference' information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. These documents contain important information about us.
SEC FILINGS PERIOD ----------- ------ Annual Report on Form 10-K................... Fiscal year ended July 28, 2001, as filed on October 26, 2001 Definitive Proxy Statement on Form 14A....... Filed on November 13, 2001 Quarterly Report on Form 10-Q................ Quarterly period ended October 27, 2001, as filed on December 11, 2001 Quarterly Report on Form 10-Q................ Quarterly period ended January 26, 2002, as filed on March 12, 2002 Quarterly Report on Form 10-Q................ Quarterly period ended April 27, 2002, as filed on June 11, 2002
We incorporate by reference these documents and any additional documents that we may file with the SEC between the date of this offer and the date of expiration of withdrawal rights. Those documents include periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as proxy statements. You can obtain any of the documents incorporated by reference in this document from us or from the SEC's web site at the address described above. Documents incorporated by reference are available from us without charge, excluding any exhibits to those documents. You can obtain documents incorporated by reference in this Offer to Purchase by requesting them in writing or by telephone from us at 30 Dunnigan Drive, Suffern, New York 10901; telephone: (845) 369-4602. Please be sure to include your complete name and address in your request. If you request any incorporated documents, we will mail them to you by first class mail, or another equally prompt means, within one business day after we receive your request. 11. INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING THE SHARES. As of September 13, 2002, we had 36,619,199 issued and outstanding shares and 2,622,952 shares reserved for issuance upon exercise of all outstanding stock options. The 8,000,000 shares that we are offering to purchase in the offer represent approximately 21.9% of the shares outstanding on September 13, 2002. As of September 13, 2002, our directors and executive officers as a group (13 persons) beneficially owned 8,259,810 shares (including 481,820 shares issuable upon exercise of options which are or will become exercisable within 60 days of September 18, 2002), or 22.3% of the total outstanding shares of our common stock on that date. Certain of our directors and executive officers have advised us that they intend to tender shares in the offer. The following table sets forth, as to each director or executive officer (i) the number of shares and percentage beneficially owned as of September 13, 2002 (including shares under exercisable options or held in such person's 401(k) account); (ii) the number of shares currently proposed to be tendered in this offer; (iii) assuming the purchase of all of such shares and our 24 purchase of 8,000,000 shares in the offer, the number of shares being retained and the percentage which such shares would represent of the resulting outstanding shares.
SHARES BENEFICIALLY OWNED(1) SHARES SHARES RETAINED ----------------------- TO BE ---------------------- NAME AND POSITION NUMBER PERCENT TENDERED NUMBER PERCENT ----------------- ------ ------- -------- ------ ------- Elliot S. Jaffe ........................ 7,657,332(2) 20.6% 0 7,657,332 26.45% Chairman of the Board and Director David R. Jaffe ......................... 244,800 * 100,000 144,800 * President, Chief Executive Officer and Director Keith Fulsher .......................... 10,800 * 10,800 0 * Senior Vice President and Chief Merchandising Officer Burt Steinberg ......................... 100,230 * 80,000 20,230 * Executive Director and Director Armand Correia ......................... 0 * 0 0 * Senior Vice President and Chief Financial Officer Eric Hawn .............................. 16,000 * 16,000 0 * Senior Vice President Store Operations Elise Jaffe ............................ 68,000 * 50,000 18,000 * Senior Vice President Real Estate Vivian Behrens ......................... 2,222(4) * 0 2,222 * Director(3) John Usdan(5)........................... 0 * 0 0 * Klaus Eppler ........................... 27,266(4) * 20,000 7,266 * Director Roslyn S. Jaffe ........................ 117,628 * 0 117,628 * Director Edward S. Solomon ...................... 8,666(4) * 0 8,666 * Director Donald Jonas ........................... 6,866(4) * 0 6,866 * Director
* Less than one percent. (1) Includes shares issuable upon exercise of options which are, or will become, exercisable within 60 days of September 18, 2002. (2) Consists of 346,672 shares (.9%) owned directly by Elliot S. Jaffe and 7,310,660 shares (19.7%) owned by Elliot S. Jaffe, as trustee of a family trust. Elliot S. Jaffe has voting and investment power with respect to the shares owned by that trust and under the rules of the SEC is deemed to be the beneficial owner of such shares. (3) Ms. Behrens will resign as director effective September 25, 2002 and will become our Senior Vice President Marketing on that date. (4) Includes shares issuable upon exercise of options which will become exercisable after the expiration date of the offer, as follows: for each of Messrs. Eppler, Solomon and Jonas -- 6,666 shares; and for Ms. Behrens -- 2,222 shares. (5) Mr. Usdan will become a director effective September 25, 2002. ------------------- If we purchase 8,000,000 shares and if all the shares proposed to be tendered by our directors and executive officers are tendered and purchased, the aggregate number of shares held by our directors and executive officers would decline to 7,993,010, representing approximately 27.7% of the outstanding 25 common stock. If fewer than 8,000,000 shares are acquired in the offer, the resulting percentage would be lower; if more than 8,000,000 shares are acquired, the resulting percentage would be higher. The directors and executive officers have advised us that any tenders made by them are expected to be made at the purchase price determined in the offer rather than at a price selected by the person making the tender. Accordingly, the effects of such tenders may be (1) to reduce the purchase price which might otherwise be determined because the tender on such a basis means that the 8,000,000 share level may be reached more quickly and at a lower price; and (2) to increase the likelihood that the offer will be oversubscribed and, therefore, the likelihood that proration will be applicable to shares tendered. The number of shares actually tendered prior to the Expiration Date, and the conditions attached thereto, may be modified. The address for each of our directors and executive officers is 30 Dunnigan Drive, Suffern, New York 10901. Based on our records and on information provided to us by our directors, executive officers, affiliates and subsidiaries, neither we nor any of our affiliates or subsidiaries nor, to the best of our knowledge, any of our or our subsidiaries' directors or executive officers, nor any associates or subsidiaries of any of the foregoing, has effected any transactions involving the shares during the 60 days prior to September 19, 2002, except (i) purchases for the accounts of executive officers under our 401(k) Profit Sharing Retirement Savings Plan, (ii) an issuance by us of an aggregate of 24,000 shares to Armand Correia on August 12 and 13, 2002, in connection with the exercise of stock options by him at a per share exercise price of $7.03 for a like number of shares on those dates and the sale by him of such shares on the Nasdaq National Market on those dates at an average price per share of $13.21 and (iii) an issuance by us of an aggregate of 60,000 shares to Elliot S. Jaffe on August 19 and 20, 2002, in connection with the exercise of stock options by him at a per share exercise price of $7.03 for a like number of shares on those dates and the sale by him of such shares on the Nasdaq National Market at an average price per share of $14.22. We expect that our 401(k) Profit Sharing Retirement Savings Plan will, in accordance with the terms of the plan, elections in effect and present patterns of contribution, continue to purchase shares prior to the expiration of the offer. Except as otherwise described in this Offer to Purchase, neither we nor, to the best of our knowledge, any of our affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or relationship with an other person relating, directly or indirectly, to the offer or with respect to any of our securities, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of the securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations. 12. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS. We are not aware of any license or regulatory permit material to our business that might be adversely affected by our acquisition of shares as contemplated in this offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for our acquisition or ownership of shares as contemplated by this offer. Should any approval or other action be required, we currently contemplate that we will seek that approval or other action. We cannot predict whether we will be required to delay the acceptance for payment of or payment for shares tendered in the offer pending the outcome of any such matter. There can be no assurance that any approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain the approval or other action might not result in adverse consequences to our business. Our obligations under the offer to accept for payment and pay for shares are subject to conditions. See Section 7. 26 13. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES. The following summary describes the principal U.S. federal income tax consequences to United States Holders (as defined below) of an exchange of shares for cash pursuant to the offer. Those shareholders who do not participate in the offer should not incur any U.S. federal income tax liability from the offer. This summary is based upon the Internal Revenue Code of 1986, as amended to the date of this offer (the 'Code'), existing and proposed U.S. Treasury Regulations promulgated under the Code, published rulings, administrative pronouncements and judicial decisions, changes to which could affect the tax consequences described in this offer (possibly on a retroactive basis). This summary addresses only shares held as capital assets. It does not address all of the tax consequences that may be relevant to particular shareholders because of their personal circumstances, or to other types of shareholders (such as certain financial institutions, traders in securities that elect mark to market, dealers or traders in securities or commodities, insurance companies, 'S' corporations, expatriates, tax-exempt organizations, tax-qualified retirement plans, Non-United States Holders (as defined below), persons who are subject to alternative minimum tax, persons who hold shares as a position in a 'straddle' or as part of a 'hedging' or 'conversion' transaction or persons that have a functional currency other than the U.S. dollar). This summary also may not address all of the tax consequences that may be applicable with respect to shares acquired as compensation (including shares acquired upon the exercise of stock options or which were or are subject to forfeiture restrictions) or shares acquired under a tax-qualified retirement plan. This summary also does not address the state, local or foreign tax consequences of participating in the offer. You should consult your tax advisor as to the particular tax consequences to you of participating in this offer. A 'United States Holder' is a beneficial owner of shares that for United States federal income tax purposes is: a citizen or resident of the United States; a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States or any State or the District of Columbia; an estate the income of which is subject to United States federal income taxation regardless of its source; or a trust (a) if a court within the United States is able to exercise primary supervision over the administration of the trust and (b) one or more U.S. persons have the authority to control all substantial decisions of the trust. A 'Non-United States Holder' is a holder of shares other than a United States Holder. Consequences to United States Holders. An exchange of shares for cash pursuant to the offer will be a taxable event. A United States Holder participating in the exchange will be treated either as having sold shares or as having received a dividend distribution from us. A United States Holder's exchange of shares for cash pursuant to the offer will be treated as a dividend to the extent of our current or accumulated earnings and profits as determined under federal income tax principles, unless the exchange: results in a 'complete termination' of the holder's stock interest in us under Section 302(b)(3) of the Code; is a 'substantially disproportionate' redemption with respect to the holder under Section 302(b)(2) of the Code; or is 'not essentially equivalent to a dividend' with respect to the holder under Section 302(b)(l) of the Code. In determining whether any of these tests have been met, a United States Holder must take into account not only shares it actually owns, but also shares it constructively owns within the meaning of Section 318 of the Code. Under the constructive ownership rules of Section 318 of the Code, a shareholder will be considered to own shares owned, directly or indirectly, by certain members of the 27 shareholder's family and certain entities (such as corporations, partnerships, trusts and estates) in which the shareholder has an equity interest, as well as shares the shareholder has an option to purchase. Satisfaction of the 'complete termination' and 'substantially disproportionate' exceptions is dependent upon compliance with the respective objective tests set forth in Section 302(b)(3) and Section 302(b)(2) of the Code. A distribution to a shareholder will result in a 'complete termination' if either (1) all of the shares actually and constructively owned by the shareholder are exchanged pursuant to the offer or (2) all of the shares actually owned by the shareholder are exchanged pursuant to the offer and the shareholder is eligible to waive, and effectively waives, the attribution of shares constructively owned by the shareholder in accordance with the procedures described in Section 302(c)(2) of the Code. A distribution to a shareholder will be 'substantially disproportionate' if the percentage of the outstanding shares actually and constructively owned by the shareholder immediately following the exchange of shares pursuant to the offer is less than 80% of the percentage of the outstanding shares actually and constructively owned by the shareholder immediately before the exchange (treating as outstanding all shares purchased in the offer from the particular shareholder and all other shareholders). A distribution to a shareholder is 'not essentially equivalent to a dividend' if it results in a 'meaningful reduction' in the shareholder's stock interest in us. Whether a shareholder meets this test will depend on the relevant facts and circumstances. If, as a result of an exchange of shares for cash pursuant to the offer, a United States Holder of shares whose relative stock interest in us is minimal and who exercises no control over corporate affairs suffers a reduction in its proportionate interest in us (including any shares constructively owned), that United States Holder should generally be regarded as having suffered a meaningful reduction in its interest in us. Contemporaneous dispositions or acquisitions of shares by a shareholder or related individuals or entities may be deemed to be part of a single integrated transaction and may be taken into account in determining whether any of the three tests under Section 302(b) of the Code has been satisfied. Each shareholder should be aware that because proration may occur in the offer, even if all the shares actually and constructively owned by a shareholder are tendered pursuant to the offer, fewer than all of such shares may be purchased by us. Thus, proration may affect whether the surrender by a shareholder pursuant to the offer will meet any of the three tests under Section 302 of the Code. IN CONSULTING WITH THEIR TAX ADVISERS, SHAREHOLDERS SHOULD STRONGLY CONSIDER THE ADVISABILITY OF CONDITIONING THE PURCHASE OF THEIR TENDERING SHARES IN THE OFFERING UPON OUR PURCHASE OF ALL OR A SUFFICIENT NUMBER OF SUCH HOLDER'S POSITION IF NECESSARY TO PROVIDE DESIRED TAX TREATMENT RESULTS. If an exchange of shares for cash by a United States Holder pursuant to the offer is not treated as a distribution taxable as a dividend, the holder will recognize capital gain or loss equal to the difference between the amount of cash received and the holder's adjusted tax basis in the shares, if any, tendered to us, except to the extent that the amount of cash received includes dividends that have been declared by our Board of Directors before the exchange. The gain or loss would be long-term capital gain or loss if the holding period for the shares exceeded one year. In the case of a United States Holder that is an individual, trust or estate, the maximum rate of U.S. federal income tax applicable to net capital gain on shares held for more than one year is 20%. The claim for a deduction in respect of a capital loss may be subject to limitation. If the amount received by a United States Holder in the offer is treated as a distribution that is taxable as a dividend (as opposed to consideration received in a sale or exchange), the amount of the distribution will be the amount of cash received by the holder. The amount will be treated as a dividend, taxable as ordinary income to the United States Holder, to the extent of our current or accumulated earnings and profits as determined under U.S. federal income tax principles. To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits, the excess first will be treated as a return of capital that will reduce the holder's tax basis in the shares exchanged in the offer. Any remaining amount after the United States Holder's basis has been reduced to zero will be taxable as capital gain. The United States Holder's adjusted tax basis in its shares exchanged in the offer, after accounting for any reduction in tax basis, as discussed above, generally will be transferred to 28 any of its remaining stockholdings in us, subject to, in the case of corporate shareholders, reduction of basis or possible gain recognition under Section 1059 of the Code in an amount equal to the non-taxed portion of the dividend. If the United States Holder does not retain any actual stock ownership in us (having a stock interest only constructively), the holder may lose the benefit of the holder's adjusted tax basis in its shares. A dividend received by a corporate United States Holder may be (1) eligible for a dividends-received deduction (subject to applicable exceptions and limitations) and (2) subject to the 'extraordinary dividend' provisions of Section 1059 of the Code. Corporate shareholders should consult their own tax advisors regarding (1) whether a dividends-received deduction will be available to them, and (2) the possible application of Section 1059 to the ownership and disposition of their shares. The trust under the 401(k) Profit Sharing Retirement Savings Plan maintained by us is exempt from federal income taxation. Accordingly, such trust will not be taxable upon the receipt of any cash proceeds pursuant to the offer. The shares of our common stock allocated to participants' accounts under our 401(k) Profit Sharing Retirement Savings Plan are employer securities as defined in the Code. If a distribution from the plan includes employer securities, the participant has the option of deferring federal income tax after the distribution of the common stock on the increase in value of the common stock that occurred while it was held in the plan. In addition, the increase in value of the common stock that occurred while it was held in the plan may be taxed at long-term capital gains rates rather than ordinary income tax rates. Consequences to Non-United States Holders. See Section 3 with respect to the application of U.S. federal income tax withholding to payments made to Non-United States Holders. If the exchange of shares for cash by a Non-United States Holder in the offer is characterized as a sale (as opposed to a dividend), the holder generally will not be subject to United States federal income tax and, therefore, may be entitled to a refund of the tax withheld by the Depositary on any gain with respect to the exchange unless: the gain is effectively connected with a trade or business of the Non-United States Holder in the United States and, if certain tax treaties apply, is attributable to a permanent establishment in the United States maintained by such holder; or in the case of a non-resident alien individual who holds the shares as a capital asset, the individual is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met. United States Federal Income Tax Backup Withholding. See Section 3 with respect to the U.S. federal income tax backup withholding requirements. The tax discussion set forth above is included for general information only. You are urged to consult with your tax advisor to determine the particular tax consequences to you of the offer, including the applicability and effect of state, local and foreign tax laws. 14. EXTENSION OF THE OFFER; TERMINATION; AMENDMENT. We expressly reserve the right, in our sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 7 have occurred or are deemed by us to have occurred, to extend the period of time the offer is open and delay acceptance for payment of, and payment for, any shares by giving oral or written notice of the extension to the Depositary and making a public announcement of the extension. We also expressly reserve the right, in our sole discretion, to terminate the offer and reject for payment and not pay for any shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for shares upon the occurrence of any of the conditions specified in Section 7 by giving oral or written notice of the termination or postponement to the Depositary and making a public announcement of the termination or postponement. Our reservation of the right to delay payment for shares that we have accepted for payment is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, in our sole 29 discretion, and regardless of whether any of the events set forth in Section 7 have occurred or are deemed by us to have occurred, to amend the offer in any respect (including, without limitation, by decreasing or increasing the consideration offered in the offer to holders of shares or by decreasing or increasing the number of shares being sought in the offer). Amendments to the offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the amendment must be issued no later than 9:00 a.m., eastern time, on the first business day after the last previously scheduled or announced Expiration Date. Any public announcement made pursuant to the offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law (including Rule 13d-4(e)(2) under the Exchange Act), we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a press release to the Dow Jones News Service or comparable service. If we materially change the terms of the offer or the information concerning the offer, or if we waive a material condition of the offer, we will extend the offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(2) under the Exchange Act. These rules provide that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information. If: (1) we increase or decrease the price to be paid for shares, materially increase the Dealer Manager's fee or increase or decrease the number of shares being sought in the offer and, in the event of an increase in the number of shares being sought, the increase exceeds 2% of the outstanding shares of our common stock, and (2) the offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of an increase or decrease is first published, set or given in the manner specified in this Section 14, then, in each case, the offer will be extended until the expiration of a period of 10 business days. For purposes of the offer, a 'business day' means any day other than a Saturday, Sunday or Federal holiday and consists of the time period from 12:00 a.m. through 5:00 p.m., eastern time. 15. FEES AND EXPENSES. We have retained Bear, Stearns & Co. Inc. to act as the Dealer Manager in connection with the offer. Bear, Stearns & Co. Inc. will receive, for these services, a reasonable and customary fee. We also have agreed to reimburse Bear, Stearns & Co. Inc. for reasonable out-of-pocket expenses incurred in connection with the offer, including reasonable fees and expenses of counsel, and to indemnify Bear, Stearns & Co. Inc. against liabilities in connection with the offer, including liabilities under the federal securities laws. We have retained D. F. King & Co., Inc. to act as Information Agent and Mellon Investor Services LLC to act as Depositary in connection with the offer. The Information Agent may contact holders of shares by mail, telephone, telegraph and personal interviews and may request brokers, dealers and other nominee shareholders to forward materials relating to the offer to beneficial owners. The Information Agent and the Depositary will each receive reasonable and customary compensation for their respective services, will be reimbursed by us for reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the offer, including liabilities under the federal securities laws. We will not pay any fees or commissions to brokers, dealers or other persons (other than fees to the Dealer Manager and the Information Agent as described above) for soliciting tenders of shares pursuant to the offer. Shareholders holding shares through brokers or banks are urged to consult the brokers or banks to determine whether transaction costs may apply if shareholders tender shares through the brokers or banks and not directly to the Depositary. We will, however, upon request, reimburse brokers, dealers and commercial banks for customary mailing and handling expenses incurred by them in forwarding the offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company 30 has been authorized to act as our agent or the agent of the Dealer Manager, the Information Agent or the Depositary for purposes of the offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase of shares except as otherwise provided in Instruction 8 in the Letter of Transmittal. 16. MISCELLANEOUS. We are not aware of any jurisdiction where the making of the offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the offer or the acceptance of shares pursuant to the offer is not in compliance with any valid applicable law, we will make a good faith effort to comply with the applicable law. If, after a good faith effort, we cannot comply with the applicable law, the offer will not be made to, nor will tenders be accepted from or on behalf of, the holders of shares residing in that jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the offer to be made by a licensed broker or dealer, the offer will be deemed to be made on our behalf by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of the jurisdiction. Pursuant to Rule 13e-4 promulgated under the Exchange Act, we have filed with the SEC an Issuer Tender Offer Statement on Schedule TO, which contains additional information relating to the offer. The Schedule TO, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner set forth in Section 10 with respect to information concerning us. Tendering shareholders should rely only on the information contained in this document or to which we have referred them. We have not authorized anyone to provide tendering shareholders with information or make any representation on behalf of us in connection with this offer other than those contained in this Offer to Purchase or in the related Letter of Transmittal. If given or made, tendering shareholders should not rely on that information or representation as having been authorized by us or the Dealer Manager. 31 ATTACHMENT I Press Release of The Dress Barn, Inc., dated September 18, 2002, Announcing Financial Results for the Fiscal Quarter and Year Ended July 27, 2002. [DRESSBARN LOGO] www.dressbarn.com NEWS RELEASE CONTACT: ARMAND CORREIA SENIOR VICE PRESIDENT & CFO (845) 369-4600 FOR IMMEDIATE RELEASE SEPTEMBER 18, 2002 THE DRESS BARN, INC. REPORTS FOURTH QUARTER AND FISCAL YEAR END RESULTS SUFFERN, NY -- SEPTEMBER 18, 2002 -- The Dress Barn, Inc. (NASDAQ -- DBRN), one of the nation's leading specialty store chains offering value-priced women's career and casual fashions today reported earnings for the fourth quarter and fiscal year ended July 27, 2002. Net income for the fiscal fourth quarter ended July 27, 2002 increased to $13.4 million, or $0.36 per share. This compares to $8.3 million, or $0.22 per share for the same quarterly period ended July 28, 2001. As previously reported, sales for this quarterly period increased 5% to $186.7 million compared to $177.3 million for the same fiscal quarterly period ended July 28, 2001. Comparable store sales were flat for this fiscal fourth quarter, as compared to the fiscal fourth quarter ended July 28, 2001. Net income for the fiscal year ended July 27, 2002 was $37.9 million, or $1.01 per share. This compares to $35.3 million, or $0.94 per share (post split) for the fiscal year ended July 28, 2001. Net sales for the fiscal year ended July 27, 2002 increased 3% to $717.1 million compared to $695.0 million for the same fiscal year ended July 28, 2001. Comparable stores sales decreased 2% this fiscal year, as compared to the fiscal year ended July 28, 2001. The Company's fiscal 2002 and 2001 earnings per share were reduced by approximately $.11 and $.20, respectively, due to the operating costs of the catalog and e-commerce operations. Elliot S. Jaffe, Chairman of the Board of The Dress Barn, Inc. commented: 'We are pleased with the better than expected fourth quarter earnings. The earnings performance was primarily driven by strong merchandise margins and tight expense control. We also benefited from easier sales and earnings comparisons from the prior year which continue into our current season.' 'Early Fall selling has been disappointing with recently reported August comparable store sales decreasing 2%. This sales trend has continued into September. We continue to operate our business conservatively, given the weak economy and the highly promotional retail environment.' As of August 24, 2002, the Company operated 767 stores (211 Dress Barn, 60 Dress Barn Woman and 496 Combination Stores) in 43 states. As previously announced, the Company, will host a conference call on September 18, 2002 at 4:00PM. (EDT). This conference call will be simulcast on The Dress Barn, Inc.'s website, www.dressbarn.com and www.v-call.com or by telephoning (334) 323-4100 followed by pass code, 69506#. A replay of the call will be available until September 26, 2002 by dialing (888) 258-7854 followed by the passcode 35590. Simultaneously with the issuance of this news release, the Company has issued an additional news release announcing a 'Dutch Auction' Tender Offer. Because of the timing of the issuance of these two news releases, the Company will host a second conference call on September 19, 2002 at 8:30AM (EDT). This conference call will be simulcast on The Dress Barn, Inc.'s website, www.dressbarn.com and www.v-call.com or by telephoning (334) 323-4011 followed by pass code, 69506#. A replay of the call will be available until September 27, 2002 by dialing (888) 258-7854 followed by the passcode 37040. Statements and comments made during the conference calls not historical in nature are '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. Such factors may be described in our filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the fiscal year ended July 28, 2001 and Form 10-Q for the fiscal quarter ended April 27, 2002. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that our projected results expressed or implied therein will not be realized. THE DRESS BARN, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS -- UNAUDITED
THIRTEEN WEEKS ENDED FIFTY-TWO WEEKS ENDED ------------------------------------- ------------------------------------- JULY 27, 2002 JULY 28, 2001 JULY 27, 2002 JULY 28, 2001 ------------- ------------- ------------- ------------- (IN THOUSANDS EXCEPT PER SHARE AMOUNTS) Net sales.................... $186,697 100.0% $177,335 100.0% $717,136 100.0% $695,008 100.0% Cost of sales, including occupancy and buying costs...................... 112,431 60.2% 112,926 63.7% 453,428 63.2% 443,426 63.8% -------- -------- -------- -------- Gross profit................. 74,266 39.8% 64,409 36.3% 263,708 36.8% 251,582 36.2% Selling, general and administrative expenses.... 49,177 26.3% 47,176 26.6% 186,375 26.0% 180,991 26.0% Depreciation expense......... 5,606 3.1% 6,546 3.7% 23,508 3.3% 23,916 3.5% -------- -------- -------- -------- Operating income............. 19,483 10.4% 10,687 6.0% 53,825 7.5% 46,675 6.7% Interest income -- net....... 1,482 0.8% 2,287 1.3% 5,458 0.8% 8,949 1.3% -------- -------- -------- -------- Earnings before income taxes.................. 20,965 11.2% 12,974 7.3% 59,283 8.3% 55,624 8.0% Income taxes................. 7,547 4.0% 4,724 2.6% 21,342 3.0% 20,303 2.9% -------- -------- -------- -------- Net earnings............. $ 13,418 7.2% $ 8,250 4.7% $ 37,941 5.3% $ 35,321 5.1% -------- -------- -------- -------- -------- -------- -------- -------- Earnings per share: Basic:................... $ 0.37 $ 0.23 $ 1.04 $ 0.97 -------- -------- -------- -------- -------- -------- -------- -------- Diluted:................. $ 0.36 $ 0.22 $ 1.01 $ 0.94 -------- -------- -------- -------- -------- -------- -------- -------- Average shares outstanding Basic:................... 36,465 36,475 36,495 36,481 -------- -------- -------- -------- Diluted:................. 37,514 37,469 37,516 37,494 -------- -------- -------- --------
THE DRESS BARN, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
JULY 27, JULY 28, 2002 2001 ---- ---- (DOLLARS IN THOUSANDS) ASSETS Current Assets: Cash & cash equivalents................................. $ 75,926 $ 16,834 Marketable securities................................... 163,474 177,474 Merchandise inventories................................. 113,371 104,487 Prepaid expenses and other.............................. 2,182 4,147 -------- -------- Total Current Assets................................ 354,953 302,942 Property and Equipment...................................... 93,426 88,599 Deferred Income Taxes....................................... 5,869 7,278 Other Assets................................................ 3,999 3,463 -------- -------- $458,247 $402,282 -------- -------- -------- -------- LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities......................................... $123,994 $105,685 Shareholders' Equity........................................ 334,253 296,597 -------- -------- $458,247 $402,282 -------- -------- -------- --------
Manually signed facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal and certificates for shares and any other required documents should be sent or delivered by each shareholder or the shareholder's broker, dealer, commercial bank, trust company or nominee to the Depositary at one of its addresses set forth below. To confirm delivery of shares, shareholders are directed to contact the Depositary. The Depositary for the Offer is: MELLON INVESTOR SERVICES LLC By Mail: By Overnight Delivery: By Hand Delivery: Reorganization Department Reorganization Department Reorganization Department P.O. Box 3301 85 Challenger Road 120 Broadway, 13th Floor South Hackensack, NJ 07606 Mail Stop -- Reorg New York, NY 10271 Ridgefield Park, NJ 07660
By Facsimile Transmission: (for Eligible Institutions Only) (201) 296-4293 Confirm Facsimile by Telephone Only: (201) 296-4860 Any questions or requests for assistance or additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent at its telephone number or address set forth below. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the offer. The Information Agent for the Offer is: D. F. KING & CO., INC. 77 Water Street, 20th Floor New York, NY 10005 Toll Free: (800) 431-9633 Bank and brokers: (212) 269-5550 The Dealer Manager for the Offer is: BEAR, STEARNS & CO. INC. 383 Madison Avenue New York, NY 10179 Toll Free: (866) 453-9383 EX-99 4 ex-a1ii.txt EXHIBIT 99(A)(1)(II) 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, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- The Depositary for the Offer is: MELLON INVESTOR SERVICES LLC By Mail: By Overnight Delivery: By Hand Delivery: Reorganization Department Reorganization Department Reorganization Department P.O. Box 3301 85 Challenger Road 120 Broadway, 13th Floor South Hackensack, NJ 07606 Mail Stop -- Reorg New York, NY 10271 Ridgefield Park, NJ 07660
DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER DOCUMENTS TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, CAREFULLY BEFORE CHECKING ANY BOX BELOW. This Letter of Transmittal is to be used only if (a) certificates for Shares (as defined below) are to be forwarded herewith or (b) a tender of Shares is being made concurrently by book-entry transfer to the account maintained by the Depositary at The Depository Trust Company (the 'Book-Entry Transfer Facility') pursuant to Section 3 of the Offer to Purchase. See Instruction 2. Your attention is directed in particular to the following: 1. If you want to retain your Shares, you do not need to take any action. 2. If you want to participate in the Offer (as defined below) and wish to maximize the chance of having the Company (as defined below) accept for exchange all the Shares you are tendering hereby, you should check the box marked 'Shares Tendered at Price Determined Pursuant to the Offer' below and complete the other portions of this Letter of Transmittal as appropriate. 3. If you wish to select a specific price at which you will be tendering your Shares, you should select one of the boxes in the section captioned 'Price (in Dollars) Per Share at Which Shares Are Being Tendered' below and complete the other portions of this Letter of Transmittal as appropriate. IN ANY EVENT, YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE OFFER OF THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT AT THE ADDRESS OR TOLL-FREE NUMBER INDICATED ON THE BACK COVER. - -------------------------------------------------------------------------------------------------------------- DESCRIPTION OF SHARES TENDERED (SEE INSTRUCTIONS 3 AND 4) - -------------------------------------------------------------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE USE PRE-ADDRESSED LABEL OR FILL IN TENDERED CERTIFICATES TENDERED CERTIFICATES EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S)) (ATTACH SIGNED ADDITIONAL LIST, IF NECESSARY) - -------------------------------------------------------------------------------------------------------------- NUMBER OF CERTIFICATE NUMBER OF OF SHARES NUMBER(S)* SHARES TENDERED** ------------------------------------------------ ------------------------------------------------ ------------------------------------------------ ------------------------------------------------ ------------------------------------------------ TOTAL SHARES TENDERED - -------------------------------------------------------------------------------------------------------------- * Does not need to be completed if Shares are tendered by book-entry transfer. ** If you desire to tender fewer than all Shares evidenced by any certificates listed above, please indicate in this column the number of Shares you wish to tender. Otherwise, all Shares evidenced by such certificates will be deemed to have been tendered. See Instruction 4. - --------------------------------------------------------------------------------------------------------------
2 NOTE: SIGNATURE MUST BE PROVIDED BELOW PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY Shareholders who desire to tender Shares pursuant to the Offer and who cannot deliver their certificates for their Shares (or who are unable to comply with the procedures for book-entry transfer on a timely basis) and all other documents required by this Letter of Transmittal to the Depositary at or before the Expiration Date (as defined in the Offer to Purchase) may tender their Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary. [ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING: Name of Tendering Institution: _________________________________________________ Account Number: ________________________________________________________________ Transaction Code Number: _______________________________________________________ [ ] CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Owner(s): ________________________________________________ Date of Execution of Notice of Guaranteed Delivery: ____________________________ Name of Institution that Guaranteed Delivery: __________________________________ ODD LOTS (SEE INSTRUCTION 9) To be completed only if the Shares are being tendered by or on behalf of a person owning beneficially or of record, as of the close of business on September 19, 2002 and who continues to own beneficially or of record as of the Expiration Date, an aggregate of fewer than 100 Shares. The undersigned either (CHECK ONE BOX): [ ] was the beneficial or record owner of, as of the close of business on September 19, 2002, and continues to own beneficially or of record as of the Expiration Date, an aggregate of fewer than 100 Shares, all of which are being tendered; or [ ] is a broker dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s) thereof, Shares with respect to which it is the record holder and (b) believes, based upon representations made to it by such beneficial owner(s), that each such person was the beneficial or record owner of, as of the close of business on September 19, 2002, and continues to own beneficially or of record as of the Expiration Date, an aggregate of fewer than 100 Shares and is tendering all of such Shares. In addition, the undersigned is tendering Shares either (CHECK ONE BOX): [ ] at the Purchase Price (as defined below), as the same shall be determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share below); or [ ] at the price per Share indicated below under 'Price (in Dollars) Per Share at Which Shares Are Being Tendered' in this Letter of Transmittal. NON-ODD LOT HOLDERS [ ] By checking this box the undersigned represents that the Shares being tendered in response to the Offer to Purchase represent all shares beneficially owned by the undersigned (or for the benefit of the beneficial owner) as of the close of business on September 19, 2002. 3 To MELLON INVESTOR SERVICES LLC: The undersigned hereby tenders to The Dress Barn, Inc., a Connecticut corporation (the 'Company'), the above described shares of the Company's common stock, par value $.05 per share (the 'Shares'), at the price per Share indicated in this Letter of Transmittal, net to the seller in cash, upon the terms and subject to the conditions set forth in the Company's Offer to Purchase, dated September 19, 2002 (the 'Offer to Purchase'), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the 'Offer'). Subject to and effective upon acceptance for payment of the Shares tendered hereby in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to all the Shares that are being tendered hereby and orders the registration of all such Shares if tendered by book-entry transfer and hereby irrevocably constitutes and appoints the Depositary as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that said Depositary also acts as the agent of the Company) with respect to such Shares with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to: (a) deliver certificate(s) for such Shares or transfer ownership of such Shares on the account books maintained by any of the Book-Entry Transfer Facilities, together in either such case with all accompanying evidences of transfer and authenticity, to, or upon the order of, the Company upon receipt by the Depositary, as the undersigned's agent, of the aggregate Purchase Price with respect to such Shares; (b) present certificates for such Shares for cancellation and transfer on the Company's books; and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, subject to the next paragraph, all in accordance with the terms of the Offer. The undersigned hereby represents and warrants to the Company that: (a) the undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute the undersigned's acceptance of the terms and conditions of the Offer, including the undersigned's representation and warranty that: (i) the undersigned has a net long position in Shares or equivalent securities at least equal to the Shares tendered within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended, and (ii) such tender of Shares complies with Rule 14e-4; (b) when and to the extent the Company accepts such Shares for purchase, the Company will acquire good, marketable and unencumbered title to them, free and clear of all security interests, liens, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the undersigned will execute and deliver any additional documents the Depositary or the Company deems necessary or desirable to complete the assignment, transfer and purchase of the Shares tendered hereby; and (d) the undersigned has read and agrees to all of the terms of the Offer. All authorities conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy, and legal representatives of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. The name(s) and address(es) of the registered holder(s) should be printed above, if they are not already printed above, exactly as they appear on the certificates representing Shares tendered hereby. The certificate numbers, the number of Shares represented by such certificates and the number of Shares that the undersigned wishes to tender, should be set forth in the appropriate boxes above. The price at which such Shares are being tendered should be indicated in the box below. 4 The undersigned understands that the Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (not in excess of $17.00 nor less than $15.00 per Share) net to the seller in cash (the 'Purchase Price') that it will pay for Shares properly tendered and not withdrawn prior to the Expiration Date pursuant to the Offer, taking into account the number of Shares so tendered and the prices (in multiples of $.05) specified by tendering shareholders. The undersigned understands that the Company will select the lowest Purchase Price that will allow it to buy 8,000,000 Shares (or such lesser number of Shares as are properly tendered at prices not in excess of $17.00 nor less than $15.00 per share and not withdrawn) pursuant to the Offer. The undersigned understands that all Shares properly tendered prior to the Expiration Date at prices at or below the Purchase Price and not withdrawn will be purchased at the Purchase Price, upon the terms and subject to the conditions of the Offer, including its proration provisions, and that the Company will return all other Shares not purchased pursuant to the Offer, including Shares tendered at prices greater than the Purchase Price and not withdrawn prior to the Expiration Date and Shares not purchased because of proration. The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, the Company may terminate or amend the Offer or may postpone the acceptance for payment of, or the payment for, Shares tendered or may accept for payment fewer than all of the Shares tendered hereby. In any such event, the undersigned understands that certificate(s) for any Shares delivered herewith but not tendered or not purchased will be returned to the undersigned at the address indicated above, unless otherwise indicated under the 'Special Payment Instructions' or 'Special Delivery Instructions' below. The undersigned recognizes that the Company has no obligation, pursuant to the Special Payment Instructions, to transfer any certificate for Shares from the name of its registered holder, or to order the registration or transfer of Shares tendered by book-entry transfer, if the Company purchases none of the Shares represented by such certificate or tendered by such book-entry transfer. The undersigned understands that acceptance of Shares by the Company for payment will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer. The check for the aggregate net Purchase Price for such of the Shares tendered hereby as are purchased will be issued to the order of the undersigned and mailed to the address indicated above, unless otherwise indicated under the Special Payment Instructions or the Special Delivery Instructions below. SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER. [ ] I want to maximize the chance of having the Company accept for purchase all the Shares I am tendering (subject to the possibility of proration). Accordingly, by checking this one box instead of one of the price boxes below, I hereby tender Shares at, and am willing to accept, the Purchase Price resulting from the Offer process. This action could result in receiving a price as low as $15.00 per share. OR PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED [ ] $15.00 [ ] $15.55 [ ] $16.10 [ ] $16.65 [ ] $15.05 [ ] $15.60 [ ] $16.15 [ ] $16.70 [ ] $15.10 [ ] $15.65 [ ] $16.20 [ ] $16.75 [ ] $15.15 [ ] $15.70 [ ] $16.25 [ ] $16.80 [ ] $15.20 [ ] $15.75 [ ] $16.30 [ ] $16.85 [ ] $15.25 [ ] $15.80 [ ] $16.35 [ ] $16.90 [ ] $15.30 [ ] $15.85 [ ] $16.40 [ ] $16.95 [ ] $15.35 [ ] $15.90 [ ] $16.45 [ ] $17.00 [ ] $15.40 [ ] $15.95 [ ] $16.50 [ ] $15.45 [ ] $16.00 [ ] $16.55 [ ] $15.50 [ ] $16.05 [ ] $16.60
5 IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES OF COMMON STOCK. CONDITIONAL TENDER A tendering shareholder may condition his or her tender of Shares upon the Company purchasing a specified minimum number of the Shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least that minimum number of Shares indicated below is purchased by the Company pursuant to the terms of the Offer, none of the Shares tendered will be purchased. It is the tendering shareholder's responsibility to calculate that minimum number of Shares that must be purchased if any are purchased, and each shareholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional. [ ] The minimum number of Shares that must be purchased, if any are purchased, is: Shares. If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her Shares and checked this box. [ ] The tendered shares represent all Shares held by the undersigned. SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 7 AND 10) To be completed ONLY if certificates for Shares not tendered or not purchased and/or any check for the aggregate Purchase Price of Shares purchased are to be issued in the name of someone other than the undersigned. Issue: [ ] Check to: [ ] Certificates to: Name:______________________________________ (PLEASE PRINT) Address:___________________________________ ___________________________________________ (ZIP CODE) ___________________________________________ (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 7 AND 10) To be completed ONLY if certificates for Shares not tendered or not purchased and/or any check for the Purchase Price of Shares purchased, issued in the name of the undersigned, are to be mailed to someone other than the undersigned at an address other than that shown on page 2. Issue: [ ] Check to: [ ] Certificates to: Name:______________________________________ (PLEASE PRINT) Address:___________________________________ ___________________________________________ (ZIP CODE) ___________________________________________ (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) 6 IMPORTANT SHAREHOLDERS SIGN HERE (PLEASE COMPLETE AND RETURN THE ENCLOSED SUBSTITUTE FORM W-9) (Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 7.) ____________________________________________________________ SIGNATURE(S) OF OWNER(S) Name(s):____________________________________________________ (PLEASE PRINT) Capacity (full title):______________________________________ Address:____________________________________________________ ____________________________________________________________ (INCLUDE ZIP CODE) Address:____________________________________________________ ____________________________________________________________ (INCLUDE ZIP CODE) Area Code(s) and Telephone Number(s):_______________________ Dated: _____________________, 2002 GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 7) Name of Firm:_______________________________________________ Authorized Signature:_______________________________________ Name:_______________________________________________________ (PLEASE PRINT) Title:______________________________________________________ Address:____________________________________________________ ____________________________________________________________ (INCLUDE ZIP CODE) Area Code and Telephone Number:_____________________________ Dated: ______________________, 2002 7 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. Guarantee of Signatures. No signature guarantee is required if either: (a) this Letter of Transmittal is signed by the registered holder of the Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of such Shares) exactly as the name of the registered holder appears on the certificate tendered with this Letter of Transmittal and payment and delivery are to be made directly to such owner unless such owner has completed either the box entitled 'Special Payment Instructions' or 'Special Delivery Instructions' above; or (b) such Shares are tendered for the account of a member in good standing of the Security Transfers Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (each such entity, an 'Eligible Institution'). In all other cases, an Eligible Institution must guarantee all signatures on this Letter of Transmittal. See Instruction 7. 2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. This Letter of Transmittal is to be used only if certificates for Shares are delivered with it to the Depositary (or such certificates will be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary) or if a tender for Shares is being made concurrently pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. Certificates for all physically tendered Shares or confirmation of a book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility of Shares tendered electronically, together in each case with a properly completed and duly executed Letter of Transmittal or duly executed and manually signed facsimile of it, and any other documents required by this Letter of Transmittal, should be mailed or delivered to the Depositary at the appropriate address set forth herein and must be delivered to the Depositary on or before the Expiration Date (as defined in the Offer to Purchase). Delivery of documents to one of the book-entry transfer facilities does not constitute delivery to the depositary. Shareholders whose certificates are not immediately available or who cannot deliver certificates for their Shares and all other required documents to the Depositary before the Expiration Date, or whose Shares cannot be delivered on a timely basis pursuant to the procedures for book-entry transfer, must, in any such case, tender their Shares by or through any Eligible Institution by properly completing and duly executing and delivering a Notice of Guaranteed Delivery (or facsimile of it) and by otherwise complying with the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure, certificates for all physically tendered Shares or book-entry confirmations, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or facsimile of it) and all other documents required by this Letter of Transmittal, must be received by the Depositary within three Nasdaq trading days after receipt by the Depositary of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a signature guarantee by an Eligible Institution in the form set forth in such Notice. For Shares to be tendered validly pursuant to the guaranteed delivery procedure, the Depositary must receive the Notice of Guaranteed Delivery on or before the Expiration Date. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. The Company will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional Shares, except as expressly provided in the Offer to Purchase. All tendering shareholders, by execution of this Letter of Transmittal (or a facsimile of it), waive any right to receive any notice of the acceptance of their tender. 8 3. Inadequate Space. If the space provided in the box captioned 'Description of Shares Tendered' is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate signed schedule and attached to this Letter of Transmittal. 4. Partial Tenders and Unpurchased Shares. (Not applicable to shareholders who tender by book-entry transfer.) If fewer than all of the Shares evidenced by any certificate are to be tendered, fill in the number of Shares that are to be tendered in the column entitled 'Number of Shares Tendered,' in the box captioned 'Description of Shares Tendered.' In such case, if any tendered Shares are purchased, a new certificate for the remainder of the Shares (including any Shares not purchased) evidenced by the old certificate(s) will be issued and sent to the registered holder(s), unless otherwise specified in either the 'Special Payment Instructions' or 'Special Delivery Instructions' box on this Letter of Transmittal, as soon as practicable after the Expiration Date. Unless otherwise indicated, all Shares represented by the certificate(s) listed and delivered to the Depositary will be deemed to have been tendered. 5. Indication of Price at Which Shares Are Being Tendered. For Shares to be properly tendered, the shareholder MUST check the box indicating the price per Share at which such holder is tendering Shares under 'Price (in Dollars) Per Share at Which Shares Are Being Tendered' on this Letter of Transmittal. CHECK ONE BOX ONLY. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES. A shareholder wishing to tender portions of such holder's Share holdings at different prices must complete a separate Letter of Transmittal for each price at which such holder wishes to tender each such portion of such holder's Shares. The same Shares cannot be tendered (unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase) at more than one price. 6. Conditional Tender. As described in Sections 1 and 6 of the Offer to Purchase, shareholders may condition their tenders on all or a minimum number of their tendered Shares being purchased. To make a conditional tender a shareholder must indicate this in the box captioned 'Conditional Tender' in this Letter of Transmittal or, if applicable, the Notice of Guaranteed Delivery. In the box in this Letter of Transmittal or the Notice of Guaranteed Delivery, a shareholder must calculate and appropriately indicate the minimum number of Shares that must be purchased if any are to be purchased. As discussed in Sections 1 and 6 of the Offer to Purchase, proration may affect whether the Company accepts conditional tenders and may result in Shares tendered pursuant to a conditional tender being deemed withdrawn if the minimum number of Shares would not be purchased. If, because of proration, the minimum number of Shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, a shareholder must have tendered all his or her Shares and check the box so indicating. Upon the selection by lot, if any, the Company will limit its purchase in each case to the designated minimum number of shares. All tendered shares will be deemed unconditionally tendered unless the 'Conditional Tender' box is completed. 7. Signatures on Letter of Transmittal, Stock Powers and Endorsements. (a) If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever. (b) If the Shares are registered in the names of two or more joint holders, each such holder must sign this Letter of Transmittal. (c) If any tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles of it) as there are different registrations of certificates. (d) When this Letter of Transmittal is signed by the registered holder(s) of the Shares listed and transmitted hereby, no endorsement(s) of certificate(s) representing such Shares or separate stock power(s) are required unless payment is to be made or the certificate(s) for Shares not tendered or not purchased are to be issued to a person other than the registered holder(s). 9 SIGNATURE(S) ON SUCH CERTIFICATE(S) MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed, or if payment is to be made or their certificate(s) for Shares not tendered or not purchased are to be issued to a person other than the registered holder(s), the certificate(s) must be endorsed or accompanied by appropriate stock power(s), in either case signed exactly as the name(s) of the registered holder(s) appears on the certificate(s), and the signature(s) on such certificate(s) or stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1. (e) If this Letter of Transmittal or any certificate(s) or stock power(s) are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company of their authority so to act. 8. Stock Transfer Taxes. Except as provided in this Instruction 8, no stock transfer tax stamps or funds to cover such stamps need accompany this Letter of Transmittal. The Company will pay any stock transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer. If, however: (a) payment of the Purchase Price for Shares tendered hereby and accepted for purchase is to be made to any person other than the registered holder(s); (b) Shares not tendered or not accepted for purchase are to be registered in the name(s) of any person(s) other than the registered holder(s); or (c) tendered certificates are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal; then the Depositary will deduct from such Purchase Price the amount of any stock transfer taxes (whether imposed on the registered holder, such other person or otherwise) payable on account of the transfer to such person, unless satisfactory evidence of the payment of such taxes or any exemption therefrom is submitted. 9. Odd Lots. As described in Section 1 of the Offer to Purchase, if the Company is to purchase fewer than all Shares tendered before the Expiration Date and not withdrawn, the Shares purchased first will consist of all Shares properly tendered by any shareholder who owned beneficially or of record, as of the close of business on September 19, 2002 and as of the Expiration Date, an aggregate of fewer than 100 Shares, and who tenders all of such holder's Shares at or below the Purchase Price (an 'Odd Lot Holder'). This preference will not be available unless the box captioned 'Odd Lots' is completed. 10. Special Payment and Delivery Instructions. If certificate(s) for Shares not tendered or not purchased and/or check(s) are to be issued in the name of a person other than the signer of the Letter of Transmittal or if such certificates and/or checks are to be sent to someone other than the person signing the Letter of Transmittal or to the signer at a different address, the boxes captioned 'Special Payment Instructions' and/or 'Special Delivery Instructions' on this Letter of Transmittal should be completed as applicable and signatures must be guaranteed as described in Instruction 1. 11. Irregularities. All questions as to the number of Shares to be accepted, the price to be paid therefor and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Company in its sole discretion, which determinations shall be final and binding on all parties. The Company reserves the absolute right to reject any or all tenders of Shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any tender with respect to any particular Shares or any particular shareholder, and the Company's interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured by the tendering shareholder or waived by the Company. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Dealer Manager (as defined in the Offer to Purchase), the Depositary, the Information Agent (as defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice. 10 12. Questions and Requests for Assistance and Additional Copies. Questions and requests for assistance may be directed to, or additional copies of the Offer to Purchase, the Notice of Guaranteed Delivery and this Letter of Transmittal may be obtained from, the Information Agent or the Dealer Manager at their addresses and telephone numbers set forth at the end of this Letter of Transmittal or from your broker, dealer, commercial bank or trust company. 13. Form W-9 and Form W-8. Under the U.S. federal income tax backup withholding rules, unless an exemption applies under the applicable law and regulations, 30% of the gross proceeds payable to a shareholder or other payee pursuant to the Offer must be withheld and remitted to the U.S. Internal Revenue Service ('IRS'), unless the shareholder or other payee provides its taxpayer identification number (employer identification number or social security number) to the Depositary (as payor) and certifies under penalty of perjury that such number is correct. Therefore, each tendering shareholder should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding, unless such shareholder otherwise establishes to the satisfaction of the Depositary that it is not subject to backup withholding. If the Depositary is not provided with the correct TIN, the tendering shareholder also may be subject to a penalty imposed by the IRS. The box in part 3 of the form should be checked if the tendering shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked and the Depositary is not provided with a TIN prior to the payment of the Purchase Price, the Depositary will withhold 30% on all such payments of the Purchase Price. If the tendering shareholder provides the Depositary with a certified TIN within 60 days, the amount withheld shall be refunded by the Depositary. If withholding results in an overpayment of taxes, a refund may be obtained. Certain 'exempt recipients' (including, among others, all corporations and certain Non-United States Holders (as defined below)) are not subject to these backup withholding and information reporting requirements. In order for a Non-United States Holder to qualify as an exempt recipient, that shareholder must submit an IRS Form W-8, signed under penalties of perjury, attesting to that shareholder's exempt status. Such statement can be obtained from the Depositary. 14. Withholding on Non-United States Holders. Even if a Non-United States Holder has provided the required certification to avoid backup withholding, the Depositary will withhold U.S. federal income taxes equal to 30% of the gross payments payable to a Non-United States Holder or his agent unless the Depositary determines that a reduced rate of withholding is available pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business within the United States. In general, a 'Non-United States Holder' is any shareholder that for U.S. federal income tax purposes is not (i) a citizen or resident of the United States, (ii) a corporation created or organized in or under the laws of the United States or any State or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of the source of such income or (iv) a trust (a) if a court within the United States is able to exercise primary supervision over the administration of the trust and (b) one or more U.S. persons have the authority to control all of substantial decisions of the trust. In order to obtain a reduced rate of withholding pursuant to a tax treaty, a Non-United States Holder must deliver to the Depositary before the payment a properly completed and executed IRS Form W-8BEN (or successor form). In order to obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the United States, a Non-United States Holder must deliver to the Depositary a properly completed and executed IRS Form W-8ECI (or successor form). The Depositary will determine a shareholder's status as a Non-United States Holder and eligibility for a reduced rate of, or an exemption from, withholding by reference to outstanding, valid certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS Form W-8BEN or IRS Form W-8ECI) unless facts and circumstances indicate that such reliance is not warranted. A Non-United States Holder may be eligible to obtain a refund of all or a portion of any tax withheld if such Non-United States Holder meets the 'complete termination,' 'substantially disproportionate' or 'not essentially equivalent to a dividend' test described in Section 13 of the Offer to Purchase or is otherwise able to establish that no tax or a reduced amount of tax is due. Non-United States Holders are urged to consult their own tax advisors 11 regarding the application of U.S. federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure. 15. Lost, Destroyed or Stolen Certificates. If any certificate(s) representing Shares has been lost, destroyed or stolen, the shareholder should promptly notify First City Transfer Co., the Company's transfer agent, by checking the box immediately preceding the special payment/special delivery instructions and indicating the number of Shares so lost, destroyed or stolen, or contact the transfer agent by telephone at (732) 906-9227. The shareholder will then be instructed by the transfer agent as to the steps that must be taken in order to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed. IMPORTANT: THIS LETTER OF TRANSMITTAL (TOGETHER WITH CERTIFICATES FOR THE SHARES BEING TENDERED AND ALL OTHER REQUIRED DOCUMENTS), OR A NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED PRIOR TO 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE. 12 THE FOLLOWING BOX MUST BE COMPLETED BY ALL TENDERING SHAREHOLDERS. (SEE INSTRUCTION 13) PAYER'S NAME: MELLON INVESTOR SERVICES LLC ------------------------------------------------------------------------------------------- PART 1 -- Please provide your TIN in the box at the right Social Security Number or SUBSTITUTE and certify by signing and dating below Employer Identification Number FORM W-9 ------------------------------------------------------------------------------------------- PART 2 -- CERTIFICATION -- under penalties of perjury, I certify that: DEPARTMENT OF THE TREASURY (1) (a) I am a U.S. person (including a U.S. resident alien), and INTERNAL REVENUE SERVICE (b) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the 'IRS') that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) The IRS has notified me that I am no longer subject to backup withholding. ------------------------------------------------------------------------------------------- CERTIFICATION INSTRUCTIONS -- You must cross out item (2) PART 3 -- PAYER'S REQUEST FOR above if you have been notified by the IRS that you are Awaiting TIN [ ] TAXPAYER IDENTIFICATION subject to backup withholding because of under-reported Exempt [ ] NUMBER ('TIN') interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). SIGNATURE:_________________________________________________ DATE:______________________________________________________ - --------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE AND RETURN THE FOLLOWING CERTIFICATION IF YOU ARE AWAITING (OR WILL SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER. CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me and either (i) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (ii) I intend to mail or deliver an application in the near future. I understand that, if I do not provide a correct taxpayer identification number by the time of payment, 30% of all reportable payments made to me thereafter will be withheld until I provide a taxpayer identification number. Signature:___________________________ Date:_______________ GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYOR. Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payor.
- -------------------------------------------------- ------------------------------------------------------ GIVE THE GIVE THE SOCIAL EMPLOYER SECURITY IDENTIFICATION FOR THIS TYPE OF ACCOUNT: NUMBER OF: FOR THIS TYPE OF ACCOUNT: NUMBER OF: - -------------------------------------------------- ------------------------------------------------------ 1. An individual's account The individual 8. Sole proprietorship The owner(4) account 2. Two or more individuals The actual owner of the 9. A valid trust, estate, The legal entity (Do not (joint account) account or, if combined or pension trust furnish the identifying funds, the first number of the personal individual on the representative or trustee account(1) unless the legal entity itself is not designated in the account title.)(5) 3. Husband and wife (joint The actual owner of the 10. Corporate account The corporation account) account or, if joint funds, either person(1) 4. Custodian account of a The minor(2) 11. Religious, charitable, The organization minor (Uniform Gift to or educational Minors Act) organization account 5. Adult and minor (joint The adult or, if the minor 12. Partnership account The partnership account) is the only contributor, held in the name of the minor(1) the business 6. Account in the name of The ward, minor, or 13. Association, club or The organization guardian or committee incompetent person(3) other tax-exempt for a designated ward, organization minor, or incompetent person 7. a. The usual revocable The grantor-trustee(1) 14. A broker or registered The broker or nominee savings trust account nominee (grantor is also trustee) b. So-called trust The actual owner(1) 15. Account with the The public entity account that is not a Department of legal or valid trust Agriculture in the under State law name of a public entity *such as a state or local government, school district, or prison) that receives agricultural program payments
(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished. (2) Circle the minor's name and furnish minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) Show the name of the owner. You may also enter your business or 'doing business as' name. You may also use either your social security number or employer identification number (if you have one). (5) List first and circle the name of the legal trust, estate or pension trust. Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 OBTAINING A NUMBER If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. PAYEES EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempted from backup withholding on ALL payments include the following: (1) An organization exempt from tax under section 501(a), an individual retirement plan or a custodial account under Section 403(b) (7). (2) The United States or any agency or instrumentality thereof. (3) A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. (4) A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. (5) An international organization or any agency or instrumentality thereof. Other payees that may be exempt from backup withholding include the following: (6) A corporation. (7) A foreign central bank of issue. (a) A dealer in securities or commodities required to registered in the United States, the District of Columbia, or a possession of the United States. (9) A futures commission merchant registered with the Commodity Futures Trading Commission. (10) A real estate investment trust. (11) An entity registered at all times during the tax year under the Investment Company Act of 1940. (12) A common trust fund operated by a bank under section 584(a). (13) A financial institution. (14) A middleman known in the investment community as a nominee or custodian. (15) An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(l). For interest and dividend payments, all listed payees are exempt except the payee in item (9). For broker transactions, all payees listed in items (1) through (13) are exempt, and a person registered under the Investment Advisors Act of 1940 who regularly acts as broker is also exempt. For barter exchange transactions and patronage dividends, only payees listed in items (1) through (5) are exempt from backup withholding. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees listed in items (1) through (7). However, a corporation (except certain hospitals described in Regulations section 1.6041-3(c) ) that provides medical and health care services, or bills and collects payments for such services, is not exempt from backup withholding. PAYMENTS NOT GENERALLY SUBJECT TO BACKUP WITHHOLDING Payment of dividends and patronage dividends not generally subject to backup withholding include the following: Payments to nonresident aliens subject to withholding under section 1441. Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner. Payments of patronage dividends where the amount received is not paid in money. Payments made by certain foreign organizations. Section 404(k) payments made by an FSOP. Payments of interest not generally subject to backup withholding include the following: Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payor's trade or business and you have not provided your correct taxpayer identification number to the payor. Payments of tax-exempt interest (including exempt-interest dividends under section 852). Payments described in section 6049(b) (5) to non-resident aliens. Payments on tax-free covenant bonds under section 14.51. Payments made by certain foreign organizations. Mortgage or student loan interest paid to you. EXEMPT PAYEE DESCRIBED ABOVE SHOULD FILE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE 'EXEMPT' ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYOR. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. Certain payments, other than interest, dividends and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 604lA, 6045, and 6050A. PRIVACY ACT NOTICE -- Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payors who must report the payments to IRS. IRS uses the numbers for identification purposes. Payors must be given the numbers whether or not recipients are required to tile tax returns. Payors must generally withhold 30% (29% after 2003) of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payor. Certain penalties may also apply. PENALTIES (1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) Civil Penalty for False Information With Respect to Withholder. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) Criminal Penalty for Falsifying Information. Falsifying certifications or affirmations may subject you to criminal penalties including tines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. Any questions and requests for assistance or additional copies of the Offer to Purchase, the Letter of Transmittal and related materials may be directed to the Information Agent at its address and telephone number set forth below. Shareholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer. The Information Agent for the Offer is: D. F. KING & CO., INC. 77 Water Street, 20th Floor New York, NY 10005 Banks and Brokerage Firms Call Collect: (212) 269-5550 All Others Call Toll-Free: (800) 431-9633 The Dealer Manager for the Offer is: BEAR, STEARNS & CO. INC. 383 Madison Avenue New York, NY 10179 Toll-Free: (866) 453-9383 EX-99 5 ex-a1iii.txt EXHIBIT 99(A)(1)(III) Notice of Guaranteed Delivery of 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, UNLESS THE OFFER IS EXTENDED. (NOT TO BE USED FOR SIGNATURE GUARANTEES) As set forth in Section 3 of the Offer to Purchase (as defined below), this form or a facsimile hereof must be used to accept the Offer (as defined below) if: (a) certificates for shares of Common Stock, par value $.05 per share (the 'Shares'), of The Dress Barn, Inc., a Connecticut corporation (the 'Company'), cannot be delivered to the Depositary prior to the Expiration Date (as defined in Section 1 of the Company's Offer to Purchase dated September 19, 2002 (the 'Offer to Purchase')); or (b) the procedure for book-entry transfer (set forth in Section 3 of the Offer to Purchase) cannot be completed on a timely basis; or (c) the Letter of Transmittal (or a facsimile thereof) and all other required documents cannot be delivered to the Depositary prior to the Expiration Date. This form, properly completed and duly executed, may be delivered by hand, mail or facsimile transmission to the Depositary. See Section 3 of the Offer to Purchase. To: MELLON INVESTOR SERVICES LLC By Mail: By Overnight Delivery: By Hand Delivery: Reorganization Department Reorganization Department Reorganization Department P.O. Box 3301 85 Challenger Road 120 Broadway, 13th Floor South Hackensack, NJ 07606 Mail Stop -- Reorg New York, NY 10271 Ridgefield Park, NJ 07660
Facsimile Transmission: For transmission of Notice of Guaranteed Delivery by Eligible Institutions Only) (201) 296-4293 Confirm facsimile by telephone ONLY: (201) 296-4860 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an 'Eligible Institution' under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. Ladies and Gentlemen: The undersigned hereby tenders to the Company at the price per Share indicated in this Notice of Guaranteed Delivery, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal (which together constitute the 'Offer'), receipt of both of which is hereby acknowledged, Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. ODD LOTS To be completed only if the Shares are being tendered by or on behalf of a person owning beneficially or of record, as of the close of business on September 19, 2002 and who continues to own beneficially or of record as of the Expiration Date, an aggregate of fewer than 100 Shares. The undersigned either (CHECK ONE BOX): [ ] was the beneficial or record owner of, as of the close of business on September 19, 2002, and continues to own beneficially or of record as of the Expiration Date, an aggregate of fewer than 100 Shares, all of which are being tendered; or [ ] is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s) thereof, Shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by such beneficial owner(s), that each such person was the beneficial or record owner of, as of the close of business on September 19, 2002, and continues to own beneficially or of record as of the Expiration Date, an aggregate of fewer than 100 Shares and is tendering all of such Shares. In addition, the undersigned is tendering Shares either (CHECK ONE BOX): [ ] at the Purchase Price, as the same shall be determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share below); or [ ] at the price per Share indicated below under 'Price (in Dollars) Per Share at Which Shares Are Being Tendered.' CONDITIONAL TENDER A tendering shareholder may condition his or her tender of Shares upon the Company purchasing a specified minimum number of the Shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least that minimum number of Shares indicated below is purchased by the Company pursuant to the terms of the Offer, none of the Shares tendered will be purchased. It is the tendering shareholder's responsibility to calculate that minimum number of Shares that must be purchased if any are purchased, and each shareholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional. [ ] The minimum number of Shares that must be purchased, if any are purchased, is: _________Shares. If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her Shares and checked this box. [ ] The tendered shares represent all Shares held by the undersigned. 2 SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER [ ] I want to maximize the chance of having the Company accept for purchase all the Shares I am tendering (subject to the possibility of proration). Accordingly, by checking this one box INSTEAD OF ONE OF THE PRICE BOXES BELOW, I hereby tender Shares at, and am willing to accept, the Price resulting from the Offer process. This action could result in receiving a price as low as $15.00 per share. OR PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED [ ] $15.00 [ ] $15.55 [ ] $16.10 [ ] $16.65 [ ] $15.05 [ ] $15.60 [ ] $16.15 [ ] $16.70 [ ] $15.10 [ ] $15.65 [ ] $16.20 [ ] $16.75 [ ] $15.15 [ ] $15.70 [ ] $16.25 [ ] $16.80 [ ] $15.20 [ ] $15.75 [ ] $16.30 [ ] $16.85 [ ] $15.25 [ ] $15.80 [ ] $16.35 [ ] $16.90 [ ] $15.30 [ ] $15.85 [ ] $16.40 [ ] $16.95 [ ] $15.35 [ ] $15.90 [ ] $16.45 [ ] $17.00 [ ] $15.40 [ ] $15.95 [ ] $16.50 [ ] $15.45 [ ] $16.00 [ ] $16.55 [ ] $15.50 [ ] $16.05 [ ] $16.60
IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES NON-ODD LOT HOLDERS To be completed only if the Shares are being tendered by or on behalf of a person owning beneficially or as of record, as of the close of business on September 19, 2002, an aggregate of 100 or more Shares. CHECK IF APPLICABLE. [ ] The tender made in response to the Offer to Purchase relates to all shares owned beneficially or of record by the beneficial owner. If this form is completed by a broker, dealer, commercial bank, trust company, or other nominee, the foregoing response is made upon representations made to it by such beneficial owner(s). Unless the foregoing box is checked, in the event of over-subscription of the offer, acceptance of the tender will be by lot rather than by proration. 3 (PLEASE TYPE OR PRINT) Certificate Nos. (if available): _______________________________________________ ________________________________________________________________________________ Name(s): _______________________________________________________________________ ________________________________________________________________________________ (PLEASE PRINT) Address(es): ___________________________________________________________________ ________________________________________________________________________________ (INCLUDING ZIP CODE) Area Code(s) and Telephone Number(s): __________________________________________ ________________________________________________________________________________ Signature(s): __________________________________________________________________ ________________________________________________________________________________ Dated: _________________________________________________________________________ If Shares will be tendered by book-entry transfer, check the box: [ ] The Depository Trust Company Account Number: ________________________________________________________________________________ 4 GUARANTEE: (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned is a member in good standing of the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (each such entity, an 'Eligible Institution') and represents that: (a) the above-named person(s) 'own(s)' the Shares tendered hereby within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, and (b) such tender of Shares complies with Rule 14e-4, and guarantees that the Depositary will receive (i) certificates of the Shares tendered hereby in proper form for transfer, or (ii) confirmation that the Shares tendered hereby have been delivered pursuant to the procedure for book-entry transfer set forth in Section 3 of the Offer to Purchase) into the Depositary's account at The Depository Trust Company together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) and any other documents required by the Letter of Transmittal, all within three Nasdaq trading days after the date the Depositary receives this Notice of Guaranteed Delivery. Authorized Signature: __________________________________________________________ ________________________________________________________________________________ Name: __________________________________________________________________________ (PLEASE PRINT) Title: _________________________________________________________________________ Name of Firm: __________________________________________________________________ Address: _______________________________________________________________________ (INCLUDING ZIP CODE) Area Code and Telephone Number: ________________________________________________ Date: __________________________________________________________________________ DO NOT SEND CERTIFICATES WITH THIS FORM. YOUR STOCK CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL. 5 EX-99 6 ex-a1iv.txt EXHIBIT 99(A)(1)(IV) [DRESSBARN LOGO] 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, UNLESS THE OFFER IS EXTENDED. ------------------------------------------------------------------------------- To the Participants in Dress Barn's 401(k) Profit Sharing Retirement Savings Plan (the 'Plan') with respect to whom all or a portion of their Plan accounts are invested in common stock of The Dress Barn, Inc., a Connecticut corporation ('Dress Barn'): Enclosed for your consideration are the Offer to Purchase dated September 19, 2002 and the related Letter of Transmittal in connection with the offer by Dress Barn to purchase shares of its common stock, $.05 par value per share. Dress Barn is offering to purchase up to 8,000,000 shares at a price not greater than $17.00 nor less than $15.00 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. As a participant in the Plan, you may tender shares that are held on your behalf in the Plan. If you wish to tender shares that are held on your behalf, you must direct the Plan to do so on your behalf by following the instructions in this letter. If you do not wish to direct the tender of any portion of the shares in your Plan account, you do not need to take any action. If you would like to direct the tender of some or all of the shares held on your behalf in your Plan account in response to this offer, detailed instructions on how to tender those shares are set forth below. THE OFFER. Dress Barn will select the lowest purchase price that will allow it to buy 8,000,000 Dress Barn shares or, if a lesser number of shares is properly tendered, all shares that are properly tendered and not withdrawn. Dress Barn will pay the same price for all shares purchased in the offer. This offer is being extended to all of Dress Barn's shareholders, not just shareholders who are also participants in the Plan. All shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased, subject to the conditions of the offer and the 'odd lot' priority, proration and conditional tender provisions described in the Offer to Purchase. If more than the number of shares Dress Barn seeks are properly tendered, Dress Barn will not purchase all of the shares tendered at or below the purchase price because of proration. Shares tendered at prices in excess of the purchase price that is determined by Dress Barn and shares not purchased because of proration or conditional tenders will be returned promptly following the expiration of the offer. Dress Barn's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the offer. Dress Barn reserves the right, in its sole discretion, to purchase more than 8,000,000 shares in the offer. You must carefully follow the instructions below if you want to direct the trustee to tender some or all of the shares held on your behalf in your Plan account. Failure to follow these instructions properly may make you ineligible to direct the ERISA Committee to authorize the tender of the shares held in your Plan account in the offer. In accordance with your instructions, the ERISA Committee will direct Riggs National Bank, N.A., as trustee of the Dress Barn shares held in the Plan, to complete a Letter of Transmittal with respect to the shares held on your behalf in your Plan account. A tender of the shares held on your behalf in your Plan account can be made only through the ERISA Committee. If you tender shares, the tender proceeds will be reinvested in Morley Stable Value Fund. Once the tender proceeds have been credited to Morley Stable Value Fund, you may reallocate your investments among the various investment funds under the Plan in the usual manner. Because the terms and conditions of the Letter of Transmittal will govern the tender of the shares held in the Plan, you should read the Letter of Transmittal carefully. The Letter of Transmittal, however, is furnished to you for your information only and cannot be used by you to tender shares that are held on your behalf in your Plan account. You should also read the Offer to Purchase carefully before making any decision regarding the offer. The offer is being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal and is being made to all holders of shares of common stock of Dress Barn. The offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares of common stock of Dress Barn residing in any jurisdiction in which the making of the offer or acceptance of the Offer would not be in compliance with the securities laws of that jurisdiction. It is important to note that, for administrative reasons, Plan participants who are currently investing all or a portion of their Plan accounts in Dress Barn common stock will be unable to purchase additional shares or sell existing shares during the 20 business day period during which this offer is in effect. This will be true whether or not you elect to tender all or a portion of your Dress Barn common stock in the Plan pursuant to this offer. TENDERING SHARES. To determine the number of shares of Dress Barn common stock currently credited to your Plan account (this is the maximum that you may tender pursuant to this offer, unless you own shares of Dress Barn common stock outside of the Plan), please go to internet web site 'USICG.com,' click on 'Plan Participants,' then click on 'Account Access' and follow the on-screen instructions. To instruct the ERISA Committee to authorize the tender of any or all of the shares held on your behalf in your Plan account, you must complete the enclosed Directions Form and return it to the ERISA Committee in the enclosed self-addressed envelope to: Dress Barn ERISA Committee c/o Benefit Concepts, Inc./USICG Consulting Group Defined Contribution Administrative Services 95 Glastonbury Boulevard Glastonbury, CT 06033 When considering whether or not to participate in the offer, it is important that you note the following: 1. We have been advised that if the ERISA Committee has not received your Directions Form at least three business days before the expiration of the offer, the trustee will not tender any shares held on your behalf in the Plan. The offer, proration period and withdrawal rights will expire at 5:00 p.m., eastern time, on Friday, October 18, 2002, unless the offer is extended. Consequently, your Directions Form must be received by the ERISA Committee no later than 5:00 p.m., eastern time on Tuesday, October 15, 2002. 2. Shares held on your behalf in your Plan account may be tendered at prices not greater than $17.00 nor less than $15.00 per share. 3. The Plan is prohibited from selling shares to Dress Barn for a price that is less than the prevailing market price. Accordingly, if you elect to tender shares at a price that is lower than the prevailing price of Dress Barn's common stock on the Nasdaq National Market at the expiration of the offer, the tender price you elect will be deemed to have been increased to the closest tender price that is not less than that closing price. This may result in such shares not being eligible for purchase. 4. The offer is for up to 8,000,000 shares, constituting approximately 21.9% of the shares outstanding as of September 13, 2002. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to other conditions described in the Offer to Purchase. 2 5. Dress Barn's Board of Directors has approved the making of the offer. However, neither Dress Barn nor Dress Barn's Board of Directors nor the Dealer Manager of the Offer is making any recommendation whether you should tender or refrain from tendering your shares or at what purchase price you should choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them. 6. Your tender instructions will be held in strict confidence by the ERISA Committee and will not be divulged or released to any directors, officers or employees of Dress Barn, other than the members of the ERISA Committee and except as may be required by law. 7. Tendering shareholders will not be obligated to pay any brokerage fees or commissions or solicitation fees to the Dealer Manager, Depositary, Information Agent or Dress Barn or, except as described in the Letter of Transmittal, stock transfer taxes on the transfer of shares pursuant to the offer. 8. As more fully described in the Offer to Purchase, tenders will be deemed irrevocable unless timely withdrawn. If you instruct the ERISA Committee to authorize the tender of the shares held on your behalf in your Plan account, and you subsequently decide to change your instructions or withdraw your tender of shares, you may do so by submitting a new Directions Form. However, the new Directions Form will be effective only if it is received by the ERISA Committee on or before 5:00 p.m., eastern time, on Tuesday, October 15, 2002, three business days before the expiration of the offer. The offer is scheduled to expire at 5:00 p.m., eastern time, on Friday, October 18, 2002. Upon receipt of a timely submitted new Directions Form, your previous instructions to tender the shares will be deemed canceled. If your new Directions Form directed the ERISA Committee at the address noted below to withdraw from tender the shares held on your behalf in your plan account, you may later re-tender those shares by submitting another Directions Form at the above address so long as it is received by the ERISA Committee on or before three business days before the expiration of the offer. Additional Directions Forms may be obtained by calling the Information Agent, at (800) 431-9633, or by contacting the ERISA Committee, c/o Dress Barn, at the above referenced address, attention Ron De Martino. Unless you direct the ERISA Committee on the enclosed Directions Form to tender the shares held on your behalf in your Plan account, no shares will be tendered. 3 DIRECTIONS FORM WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH BY THE DRESS BARN, INC. OF UP TO 8,000,000 SHARES OF ITS COMMON STOCK The undersigned acknowledges receipt of the accompanying letter and enclosed Offer to Purchase, dated September 19, 2002, and the related Letter of Transmittal and Letter to the Participants in Dress Barn's 401(k) Profit Sharing Retirement Savings Plan (the 'Plan') in connection with the offer by The Dress Barn, Inc., a Connecticut corporation ('Dress Barn'), to purchase up to 8,000,000 shares of its common stock, $.05 par value per share. These instructions will instruct the ERISA Committee to direct Riggs National Bank, N.A., as trustee for the Plan to tender the number of shares indicated below (or if no number is indicated below, all whole shares) held by the custodian for the undersigned's Plan account upon the terms and subject to the conditions set forth in the Offer to Purchase. NOTE: Shares allocated to participant accounts for which the ERISA Committee does not receive directions will not be tendered. NUMBER OF SHARES TENDERED: Shares _________ (Please indicate the number of shares you wish to tender from your Plan account. If this space is left blank, the trustee will tender all whole shares from your Plan account.) SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER. [ ] I want to maximize the chance of having the Company accept for purchase all the shares I am tendering (subject to the possibility of proration). Accordingly, by checking this box instead of inserting a requested price below, I hereby tender shares at, and am willing to accept, the purchase price resulting from the Offer process. This action could result in receiving a price as low as $15.00 per share. REQUESTED TENDER PRICE PER SHARE: Per share ___. (The requested price per share must be in increments of $.05, starting at $15.00 per share up to and including $17.00 per share.) Dated ______________________________, 2002 ________________________________________________________________________________ (SIGNATURE) Print Name:_____________________________________________________________________ Print Social Security Number:___________________________________________________ Address:________________________________________________________________________ ________________________________________________________________________________ Daytime Telephone Number with Area Code:________________________________________ 4 EX-99 7 ex-a1v.txt EXHIBIT 99(A)(1)(V) 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, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: The Dress Barn, Inc., a Connecticut corporation (the 'Company'), has appointed us to act as Dealer Manager in connection with its offer to purchase for cash 8,000,000 shares (or such lesser number of shares as are properly tendered and not withdrawn) common stock, par value $.05 per share (the 'Shares'), at prices not in excess of $17.00 nor less than $15.00 per Share in cash, specified by such shareholders, upon the terms and subject to the conditions set forth in its Offer to Purchase, dated September 19, 2002 (the 'Offer to Purchase'), and in the related Letter of Transmittal (which together constitute the 'Offer'). The Company will determine the price per Share, not in excess of $17.00 nor less than $15.00 per Share, net to the seller in cash (the 'Purchase Price'), that it will pay for Shares properly tendered and not withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the lowest Purchase Price that will allow it to buy 8,000,000 Shares (or such lesser number of Shares as are properly tendered at prices not in excess of $17.00 nor less than $15.00 per Share and not withdrawn). All Shares properly tendered prior to the Expiration Date (as defined in the Offer to Purchase) at prices at or below the Purchase Price and not withdrawn will be purchased at the Purchase Price, upon the terms and subject to the conditions of the Offer, including the proration provisions of the Offer. All Shares acquired in the Offer will be acquired at the same Purchase Price. Shares tendered at prices in excess of the Purchase Price and Shares not purchased because of the proration will be returned at the Company's expense to the shareholders who tendered such Shares. The Company reserves the right, in its sole discretion, to purchase more than 8,000,000 Shares pursuant to the Offer. See Sections 1 and 14 of the Offer to Purchase. If the number of Shares validly tendered and not withdrawn on or prior to the Expiration Date is less than or equal to 8,000,000 Shares (or such greater number of Shares as the Company may elect to purchase pursuant to the Offer), the Company will, upon the terms and subject to the conditions of the Offer, purchase at the Purchase Price all Shares so tendered. Upon the terms and subject to the conditions of the Offer, if at the Expiration Date more than 8,000,000 Shares (or such greater number of Shares as the Company may elect to purchase) are properly tendered at or below the Purchase Price and not withdrawn, the Company will buy Shares first from all the Company's holders of 'odd lots' of less than 100 Shares (not including any Shares held in the Company's 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 the Company. Second, after purchasing all Shares from the 'odd lot' holders, the Company will purchase Shares from all other shareholders who properly tender Shares at or below the Purchase Price selected by the Company, on a pro rata basis, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase. Third, if necessary to permit the Company to purchase 8,000,000 Shares, Shares conditionally tendered (for which the condition was not initially satisfied) at or below the purchase price selected by the Company will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares. See Sections 1 and 6 of the Offer to Purchase. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7 OF THE OFFER TO PURCHASE. For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents: 1. Offer to Purchase, dated September 19, 2002; 2. Letter to Clients which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; 3. Letter, dated September 19, 2002 from David R. Jaffe, President and Chief Executive Officer of the Company, to shareholders of the Company; 4. Letter of Transmittal for your use and for the information of your clients (together with accompanying Substitute Form W-9); and 5. Notice of Guaranteed Delivery to be used to accept the Offer if the Share certificates and all other required documents cannot be delivered to the Depositary by the Expiration Date or if the procedure for book-entry transfer cannot be completed on a timely basis. WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON FRIDAY, OCTOBER 18, 2002, UNLESS THE OFFER IS EXTENDED. No fees or commissions will be payable by the Company to brokers, dealers or other persons for soliciting tenders of Shares pursuant to the Offer other than fees paid to the Dealer Manager, the Information Agent or the Depositary as described in the Offer to Purchase. The Company, however, upon request, will reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to the beneficial owners of Shares held by you as a nominee or in a fiduciary capacity. The Company will pay or cause to be paid any stock transfer taxes applicable to its purchase of Shares, except as otherwise provided in Instruction 8 of the Letter of Transmittal. To take advantage of the Offer, a duly executed and properly completed Letter of Transmittal (or a manually signed facsimile thereof) including any required signature guarantees and any other required documents should be sent to the Depositary with either certificate(s) representing the tendered Shares or confirmation of their book-entry transfer all in accordance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase. As described in Section 3, 'Procedures for Tendering Shares,' of the Offer to Purchase, tenders may be made without the concurrent deposit of stock certificates or concurrent compliance with the procedure for book-entry transfer, if such tenders are made by or through a broker or dealer, commercial bank, trust company, savings bank or savings and loan association having an office, branch or agency in the United States, which is a member in good standing of the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program. Certificates for Shares so tendered (or a confirmation of a book-entry transfer of such Shares into the Depositary's account at the 'Book-Entry Transfer Facility' described in the Offer to Purchase), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) and any other documents required by the Letter of Transmittal, must be received by the Depositary within three Nasdaq trading days after timely receipt by the Depositary of a properly completed and duly executed Notice of Guaranteed Delivery. 2 Any inquiries you may have with respect to the Offer should be addressed to Bear Stearns & Co. Inc. or to the Information Agent at their respective addresses and telephone numbers set forth on the back cover of the Offer to Purchase. Additional copies of the enclosed material may be obtained from the undersigned, telephone: (866) 453-9383 or from the Information Agent, D. F. King & Co., Inc., telephone: (800) 431-9633. Very truly yours, BEAR, STEARNS & CO. INC. Enclosures NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR ANY OF ITS AFFILIATES, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. 3 EX-99 8 ex-a5i.txt EXHIBIT 99(A)(5)(I) 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, UNLESS THE OFFER IS EXTENDED. To Our Clients: Enclosed for your consideration are the Offer to Purchase, dated September 19, 2002, and the related Letter of Transmittal (which together constitute the 'Offer') in connection with the Offer by The Dress Barn, Inc. a Connecticut corporation (the 'Company'), to purchase 8,000,000 shares (or such lesser number of shares as are properly tendered and not withdrawn) of its Common Stock, par value $.05 per share (the 'Shares'), at prices not in excess of $17.00 nor less than $15.00 per Share in cash, specified by such shareholders, upon the terms and subject to the conditions set forth in the Offer. The Company will determine the price per Share, not in excess of $17.00 nor less than $15.00 per Share, net to the seller in cash (the 'Purchase Price'), that it will pay for Shares properly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the lowest Purchase Price that will allow it to buy 8,000,000 Shares (or such lesser number of Shares as are properly tendered at prices not in excess of $17.00 nor less than $15.00 per Share). All Shares properly tendered prior to the Expiration Date (as defined in the Offer to Purchase) at prices at or below the Purchase Price and not withdrawn will be purchased at the Purchase Price, upon the terms and subject to the conditions of the Offer, including the proration provisions of the Offer. All Shares acquired in the Offer will be acquired at the same Purchase Price. Shares tendered at prices in excess of the Purchase Price and Shares not purchased because of proration will be returned at the Company's expense to the shareholders who tendered such Shares. The Company reserves the right, in its sole discretion, to purchase more than 8,000,000 Shares pursuant to the Offer. See Sections 1 and 14 of the Offer to Purchase. If the number of Shares validly tendered and not withdrawn on or prior to the Expiration Date is less than or equal to 8,000,000 Shares (or such greater number of shares as the Company may elect to purchase pursuant to the Offer), the Company will, upon the terms and subject to the conditions of the Offer, purchase at the Purchase Price all Shares so tendered. Upon the terms and subject to the conditions of the Offer, if at the Expiration Date more than 8,000,000 Shares (or such greater number of Shares as the Company may elect to purchase) are properly tendered at or below the Purchase Price and not withdrawn, the Company will buy Shares first from all the Company's Odd Lot Holders (as defined in the Offer to Purchase) of less than 100 Shares (not including any Shares held in the Company's 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 the Company. Second, after purchasing all Shares from the Odd Lot Holders, the Company will purchase Shares from all other shareholders who properly tender Shares at or below the Purchase Price selected by the Company, on a pro rata basis, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase. Third, if necessary to permit the Company to purchase 8,000,000 Shares, Shares conditionally tendered (for which the condition was not initially satisfied) at or below the Purchase Price selected by the Company will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares. See Sections 1 and 6 of the Offer to Purchase. We are the owner of record of Shares held for your account. As such, we are the only ones who can tender your Shares, and then only pursuant to your instructions. WE ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION ONLY; YOU CANNOT USE IT TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT. Please instruct us as to whether you wish us to tender any or all of the Shares we hold for your account on the terms and subject to the conditions of the Offer. We call your attention to the following: 1. You may tender Shares at prices not in excess of $17.00 nor less than $15.00 per Share as indicated in the attached Instruction Form, net to you in cash. 2. The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions set forth in the Offer to Purchase. 3. The Offer, proration period and withdrawal rights will expire at 5:00 p.m., eastern time, on Friday, October 18, 2002, unless the Company extends the Offer. 4. The Offer is for 8,000,000 Shares, constituting approximately 21.9% of the Shares outstanding as of September 13, 2002. 5. Tendering shareholders who are registered holders will not be obligated to pay any brokerage commissions or solicitation fees to the Dealer Manager, Depositary, Information Agent or the Company or, subject to Instruction 8 of the Letter of Transmittal, stock transfer taxes on the Company's purchase of Shares pursuant to the Offer. 6. If you held beneficially or of record, as of the close of business on September 19, 2002, and continue to hold as of the Expiration Date, an aggregate of fewer than 100 Shares, and you instruct us to tender on your behalf all such Shares at or below the Purchase Price before the Expiration Date and check the box captioned 'Odd Lots' in the attached Instruction Form, the Company, upon the terms and subject to the conditions of the Offer, will accept all such Shares for purchase before proration, if any, of the purchase of other Shares properly tendered at or below the Purchase Price. 7. If you wish to condition your tender upon the purchase of all Shares tendered or upon the Company's purchase of a specified minimum number of the Shares which you tender, you may elect to do so and thereby avoid possible proration of your tender. The Company's purchase of Shares from all tenders which are so conditioned will be determined by lot. To elect such a condition complete the section below captioned 'Conditional Tender.' 8. If you wish to tender portions of your Shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each such portion of your Shares. We must submit separate Letters of Transmittal on your behalf for each such price you will accept for each such portion tendered. If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form. An envelope to return your Instruction Form to us is enclosed. If you authorize us to tender your Shares, we will tender all such Shares unless you specify otherwise on the attached Instruction Form. YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION DATE OF THE OFFER. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN TIME, ON FRIDAY, OCTOBER 18, 2002, UNLESS THE COMPANY EXTENDS THE OFFER. 2 As described in Section 1 of the Offer to Purchase, if more than 8,000,000 Shares (or such greater number of Shares as the Company may elect to purchase) have been properly tendered at or below the Purchase Price and not withdrawn prior to the Expiration Date, the Company will purchase tendered Shares on the basis set forth below: First, the Company will purchase all Shares tendered by any Odd Lot Holder 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 the Company (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 in the Offer to Purchase, the Company will purchase all other Shares tendered at prices at or below the Purchase Price on a pro rata basis, with appropriate adjustments to avoid purchases of fractional shares, determined by dividing the number of all shares tendered (other than by Odd Lot Holders given priority as described above) by the remaining number of Shares to be purchased in the Offer; Third, if necessary to permit the Company to purchase 8,000,000 Shares, Shares conditionally tendered (for which the condition was not initially satisfied) at or below the Purchase Price selected by the Company and not properly withdrawn prior to the Expiration Date, will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares. The Offer is being made to all holders of Shares. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares of common stock of the Company residing in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of that jurisdiction. 3 INSTRUCTION FORM INSTRUCTIONS FOR TENDER OF SHARES OF THE DRESS BARN, INC. Please tender to The Dress Barn, Inc. (the 'Company'), on (our)(my) behalf, the number of Shares indicated below, which are beneficially owned by (us)(me) and registered in your name, upon terms and subject to the conditions contained in the Offer to Purchase of the Company dated September 19, 2002, and the related Letter of Transmittal, the receipt of both of which is acknowledged. NUMBER OF SHARES TO BE TENDERED: ________ SHARES ODD LOTS [ ] By checking this box the undersigned represents that the undersigned owned beneficially or of record as of the close of business on September 19, 2002, and continues to own beneficially or of record as of the Expiration Date, an aggregate of fewer than 100 Shares and is tendering all of such Shares. In addition, the undersigned is tendering Shares either (CHECK ONE BOX): [ ] at the Purchase Price, as the same shall be determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share below); or [ ] at the price per Share indicated below under 'Price (in Dollars) Per Share at Which Shares Are Being Tendered.' NON-ODD LOT HOLDERS [ ] By checking this box the undersigned represents that the Shares being tendered in response to the Offer to Purchase represent all shares beneficially owned by the undersigned as of the close of business on September 19, 2002. SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER. [ ] I want to maximize the chance of having the Company accept for purchase all the Shares I am tendering (subject to the possibility of proration). Accordingly, by checking this one box instead of one of the price boxes below. I hereby tender Shares at, and am willing to accept, the Purchase Price resulting from the Offer process. This action could result in receiving a price as low as $15.00 per share. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES (Stockholders who desire to tender Shares at more than one price must complete a separate Instruction Form for each price at which Shares are to be tendered.) [ ] $15.00 [ ] $15.55 [ ] $16.10 [ ] $16.65 [ ] $15.05 [ ] $15.60 [ ] $16.15 [ ] $16.70 [ ] $15.10 [ ] $15.65 [ ] $16.20 [ ] $16.75 [ ] $15.15 [ ] $15.70 [ ] $16.25 [ ] $16.80 [ ] $15.20 [ ] $15.75 [ ] $16.30 [ ] $16.85 [ ] $15.25 [ ] $15.80 [ ] $16.35 [ ] $16.90 [ ] $15.30 [ ] $15.85 [ ] $16.40 [ ] $16.95 [ ] $15.35 [ ] $15.90 [ ] $16.45 [ ] $17.00 [ ] $15.40 [ ] $15.95 [ ] $16.50 [ ] $15.45 [ ] $16.00 [ ] $16.55 [ ] $15.50 [ ] $16.05 [ ] $16.60
4 THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. CONDITIONAL TENDER A tendering shareholder may condition his or her tender of Shares upon the Company purchasing a specified minimum number of the Shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least that minimum number of Shares indicated below is purchased by the Company pursuant to the terms of the Offer, none of the Shares tendered will be purchased. It is the tendering shareholder's responsibility to calculate that minimum number of Shares that must be purchased if any are purchased, and each shareholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional. [ ] The minimum number of Shares that must be purchased, if any are purchased, is: ________ Shares. If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her Shares and checked this box. The tendered shares represent all Shares held by the undersigned. THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER, NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO SHAREHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EACH SHAREHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES AND AT WHAT PRICE OR PRICES SHARES SHOULD BE TENDERED. Signature(s): __________________________________________________________________ Name(s): _______________________________________________________________________ (PLEASE PRINT) Taxpayer Identification or Social Security Number ______________________________ Address(es): ___________________________________________________________________ ________________________________________________________________________________ (INCLUDING ZIP CODE) Area Code/Phone Number: ________________________________________________________ Date: __________________________________________________________________________ 5 EX-99 9 ex-a5ii.txt EXHIBIT 99(A)(5)(II) [DRESSBARN LOGO] THE DRESS BARN, INC. 30 Dunnigan Drive Suffern, New York 10901 September 19, 2002 To Our Shareholders: The Dress Barn, Inc. ('Dress Barn') is offering to purchase up to 8,000,000 shares of its common stock (the 'Shares') from existing shareholders. The price will not be in excess of $17.00 nor less than $15.00 per Share. The Company is conducting the tender offer through a procedure commonly referred to as a 'Dutch Auction.' This allows you to select the price within the specified price range at which you are willing to sell your Shares to Dress Barn. On September 18, 2002, the last trading day prior to the commencement of the tender offer, the closing price per Share for Dress Barn's common stock on the Nasdaq National Market ('Nasdaq') was $11.29 per share. Any shareholder tendering shares directly to the Depositary, whose Shares are purchased in the offer, will receive the net purchase price in cash and will not incur the usual transaction costs associated with open-market sales. Any shareholders owning an aggregate of less than 100 Shares whose Shares are properly tendered directly to the Depositary and purchased pursuant to the offer will avoid the applicable odd lot discounts generally payable on sales of odd lots. The offer is explained in detail in the enclosed Offer to Purchase and Letter of Transmittal. I encourage you to read these materials carefully before making any decision with respect to the offer. The instructions on how to tender Shares are also explained in detail in the accompanying materials. Neither Dress Barn nor the Board of Directors makes any recommendation to shareholders as to whether to tender or refrain from tendering their Shares. Each shareholder must make the decision whether to tender Shares and, if so, how many Shares and at what price or prices Shares should be tendered. Dress Barn has been advised that certain directors and executive officers of Dress Barn intend to tender approximately 276,800 shares as more specifically discussed in Item 11 of the Offer to Purchase. Sincerely, David R. Jaffe President and Chief Executive Officer EX-99 10 ex-a5iii.txt EXHIBIT 99(A)(5)(III) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated September 19, 2002, and the related Letter of Transmittal, and any amendments or supplements to the Offer to Purchase or Letter of Transmittal. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares of common stock of the Company residing in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of that jurisdiction. Notice of Offer to Purchase for Cash by [DRESSBARN LOGO] 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. The Dress Barn, Inc., a Connecticut corporation ('Dress Barn'), is offering to purchase for cash up to 8,000,000 shares of its common stock, par value $.05 per share (the 'Shares'), upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 19, 2002 (the 'Offer to Purchase'), and in the related Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the 'Offer'). Dress Barn is inviting its shareholders to tender their Shares at prices specified by the tendering shareholders that are not greater than $17.00 nor less than $15.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions of the Offer. The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to other conditions set forth in the Offer to Purchase and the related Letter of Transmittal. DRESS BARN'S BOARD OF DIRECTORS HAS APPROVED THE OFFER. HOWEVER, NEITHER DRESS BARN NOR ITS BOARD OF DIRECTORS NOR THE DEALER MANAGER IS MAKING ANY RECOMMENDATION TO DRESS BARN'S SHAREHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES OR AS TO THE PRICE OR PRICES AT WHICH SHAREHOLDERS MAY CHOOSE TO TENDER THEIR SHARES. SHAREHOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER THEIR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SUCH SHARES SHOULD BE TENDERED. CERTAIN OF DRESS BARN'S DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED DRESS BARN THAT THEY INTEND TO TENDER AN AGGREGATE OF 276,800 SHARES IN THE OFFER REPRESENTING APPROXIMATELY 3.4% OF THEIR HOLDINGS. Dress Barn will, upon the terms and subject to the conditions of the Offer, determine the price per Share, not in excess of $17.00 nor less than $15.00 per Share, that it will pay for Shares properly tendered under the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. Dress Barn will select the lowest purchase price (the 'Purchase Price') that will allow it to purchase 8,000,000 Shares, or such lesser number of Shares as are properly tendered (and not properly withdrawn) pursuant to the Offer. All Shares properly tendered (and not properly withdrawn) prior to the Expiration Date (as defined below) at prices at or below the Purchase Price will be purchased at the Purchase Price, upon the terms and subject to the conditions of the Offer, including the 'odd lot' and proration provisions. Under no circumstances will interest be paid on the Purchase Price for the Shares, regardless of any delay in making payment for the Shares. All Shares acquired in the Offer will be acquired at the same Purchase Price regardless of whether the shareholder selected a lower price. The term 'Expiration Date' means 5:00 p.m., eastern time, on Friday, October 18, 2002, unless Dress Barn, in its sole discretion, shall have extended the period of time during which the Offer will remain open, in which event the term 'Expiration Date' shall refer to the latest time and date at which the Offer, as so extended by Dress Barn, shall expire. Dress Barn reserves the right, in its sole discretion, to purchase more than 8,000,000 Shares under the Offer subject to applicable law. For purposes of the Offer, Dress Barn will be deemed to have accepted for payment (and therefore purchased) Shares properly tendered and not withdrawn, subject to the 'odd lot' and proration provisions of the Offer, only when, as and if Dress Barn gives oral or written notice to Mellon Investor Services LLC, the Depositary of the Offer, of its acceptance for payment of such Shares under the Offer. Payment for Shares tendered and accepted for payment under the Offer will be made only after timely receipt by the Depositary of certificates for such Shares or a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at the 'Book-Entry Transfer Facility' (as defined in the Offer to Purchase), a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), an Agent's Message (as defined in the Offer to Purchase) in the case of a book-entry transfer, or the specific acknowledgement in the case of a tender through the Automated Tender Offer Program of the Book-Entry Transfer Facility (as defined in the Offer to Purchase) and any other documents required by the Letter of Transmittal. Upon the terms and subject to the conditions of the Offer, if at the Expiration Date more than 8,000,000 Shares (or such greater number of Shares as Dress Barn may elect to purchase) are properly tendered at or below the Purchase Price and not withdrawn, Dress Barn will buy Shares first from all Dress Barn's holders of 'odd lots' of less than 100 Shares (not including any Shares held in Dress Barn's 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 Dress Barn. Second, after purchasing all Shares from the 'odd lot' holders, Dress Barn will purchase Shares from all other shareholders who properly tender Shares at or below the Purchase Price selected by Dress Barn, on a pro rata basis, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase. Third, if necessary to permit Dress Barn to purchase 8,000,000 Shares, Shares conditionally tendered (for which the condition was not initially satisfied) at or below the purchase price selected by Dress Barn will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares. See Sections 1 and 6 of the Offer to Purchase. Dress Barn expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of such extension to the Depositary and making a public announcement thereof no later than 9:00 a.m., eastern time, on the next business day after the previously scheduled expiration date. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Offer and to the right of a tendering shareholder to withdraw such shareholder's Shares. Dress Barn is making the Offer because (1) Dress Barn believes that it currently has excess capital for its business operations, (2) Dress Barn believes that the Offer is consistent with its long-term corporate goal of increasing shareholder value, (3) the Offer is a prudent use of its financial resources and assets, in light of the current market price of Dress Barn's common stock, and (4) Dress Barn believes that investing in its own Shares would result in an improved capital structure and an efficient means to provide value to its shareholders. In addition, where Shares are tendered by the registered owner thereof directly to the Depositary pursuant to the Offer, the sale of those Shares in the Offer will permit the seller to avoid the usual transaction costs associated with open market sales. Tenders of Shares under the Offer are irrevocable, except that tendered Shares may be withdrawn at any time prior to the expiration date and, unless previously accepted for payment by Dress Barn under the Offer, may also be withdrawn at any time after 5:00 p.m., eastern time, on Friday, November 15, 2002. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by Mellon Investor Services LLC at its address set forth on the back cover of the Offer to Purchase. Any such notice of withdrawal must specify the name of the tendering shareholder, the number of Shares to be withdrawn and the name of the registered holder of such Shares. If the certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an 'eligible guarantor institution' (as defined in the Offer to Purchase), unless such Shares have been tendered for the account of an eligible guarantor institution. If Shares have been tendered pursuant to the procedure for book-entry transfer set forth in the Offer to Purchase, any notice of withdrawal also must specify the name and the number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and must otherwise comply with such Book-Entry Transfer Facility's procedures. All questions as to the form and validity of any notice of withdrawal, including the time of receipt, will be determined by Dress Barn, in its sole discretion, whose determination will be final and binding. None of Dress Barn, Mellon Investor Services LLC as the Depositary, D. F. King & Co., Inc. as the Information Agent, Bear, Stearns & Co. Inc. as the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in any tender or notice of withdrawal or incur any liability for failure to give any such notification. In certain circumstances, some tendering shareholders whose Shares are purchased in the Offer may be treated for U. S. federal tax purposes as having received an amount taxable as a distribution or dividend rather than as a capital gain or loss. Shareholders are strongly encouraged to read the Offer to Purchase for additional information regarding the U. S. federal tax consequences of participating in the Offer. The information required to be disclosed by Rule 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference. The Offer to Purchase and the related Letter of Transmittal are being mailed promptly to record holders of Shares whose names appear on Dress Barn's shareholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the shareholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION. SHAREHOLDERS SHOULD READ THEM CAREFULLY BEFORE MAKING ANY DECISION REGARDING THE OFFER. Any questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at the respective telephone numbers and addresses set forth below. Additional copies of the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent at the address and telephone number set forth below and will be promptly furnished by Dress Barn at its expense. Shareholders may also contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer. To confirm delivery of Shares, shareholders are directed to contact the Depositary. The Information Agent for the Offer is: D. F. KING & CO., INC. 77 Water Street, 20th floor New York, NY 10005 Banks and Brokers Call Collect: (212) 269-5550 All Others Call Toll-Free: (800) 431-9633 The Dealer Manager for the Offer is: BEAR, STEARNS & CO. INC. 383 Madison Avenue New York, NY 10179 Toll-Free: (866) 453-9383 -----END PRIVACY-ENHANCED MESSAGE-----