8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 19, 2008

THE DRESS BARN, INC.

(Exact name of registrant as specified in its charter)

Connecticut

(State or other Jurisdiction of Incorporation)

0-11736	06-0812960
(Commission File Number)	(I.R.S. Employer Identification No.)
30 Dunnigan Drive, Suffern, New York	10901
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (845) 369-4500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On November 19, 2008, The Dress Barn, Inc. (the “Company”) issued a press release disclosing material non-public information regarding its results of operations for the first fiscal quarter ended October 25, 2008. The Company has also revised its earnings per share guidance for its full fiscal year ending July 25, 2009. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.

The information in Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated November 19, 2008.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THE DRESS BARN, INC.

(Registrant)

Date: November 19, 2008

/s/ Armand Correia

Armand Correia

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated November 19, 2008.

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EX-99.1

Exhibit 99.1

NEWS RELEASE

DRESS BARN, INC. REPORTS FISCAL FIRST QUARTER SALES AND EARNINGS

SUFFERN, NY - NOVEMBER 19, 2008 - Dress Barn, Inc. (NASDAQ - DBRN) today reported sales and earnings results for its fiscal first quarter ended October 25, 2008.

Net sales for the fiscal first quarter ended October 25, 2008 increased 3% to $376.4 million, compared to net sales of $363.7 million for the fiscal first quarter ended October 27, 2007. Comparable store sales for the quarter decreased 1%.

By division, net sales at dressbarn stores increased 2% to $232.8 million compared to net sales of $228.2 million in the first quarter of fiscal 2008. Comparable store sales for the quarter were flat to last year. Net sales at maurices stores increased 6% to $143.6 million compared to net sales of $135.5 million in the first quarter of fiscal 2008. Comparable store sales for the quarter decreased 3%.

Net earnings for the fiscal first quarter increased 4% to $20.5 million, or $0.32 per diluted share. This compares to net earnings of $19.6 million, or $0.30 per diluted share, for the comparable period of fiscal 2008.

Commentary

David R. Jaffe, President and Chief Executive Officer stated, “We are pleased to have generated solid first quarter results that exceeded our expectations. In view of the current condition of the consumer market, we have carefully adjusted our inventory levels and promotional strategy. We have also moderated our outlook for the remainder of our fiscal year given the difficult and highly promotional retail environment.”

Mr. Jaffe continued, “We believe our brands have a significant advantage in this retail climate as both benefit from a strong value message.”

Mr. Jaffe concluded, “We will maintain our focus on preserving our strong and liquid balance sheet, which ended the quarter with approximately $300 million in cash and marketable securities, while continuing to tightly control our inventories and costs.”

Exhibit 99.1

Revised Fiscal July 2009 Guidance

Given the current weakness in consumer spending that may well persist for the remainder of our fiscal year ending July 25, 2009, the Company revised its guidance for earnings per diluted share to the range of $0.90 to $1.00 from its previous guidance of $1.23 to $1.28. This revised earnings per share estimate is based upon various assumptions, including approximately 64.5 million fully diluted shares outstanding and a comparable store sales decrease in the mid-single digit range for the remainder of the fiscal year.

Conference Call Information

The Company will conduct a conference call today, November 19, 2008 at 4:30 PM Eastern Time to review its fiscal first quarter financial results followed by a question and answer session. Parties interested in participating in this call should dial in at (617) 597-5346 five minutes prior to the start time, the passcode is 91244776. The call will also be simultaneously broadcast at www.dressbarn.com. A recording of the call will be available shortly after its conclusion and until December 19, 2008 by dialing (617) 801-6888 with the passcode of 87956205.

ABOUT DRESS BARN, INC.

Dress Barn, Inc. (NASDAQ - DBRN), is a leading national specialty apparel retailer offering quality casual and career fashion apparel through its dressbarn and maurices brands. As of October 25, 2008, the Company operated 841 dressbarn stores in 46 states and 692 maurices stores in 44 states. For more information, please visit www.dressbarn.com and www.maurices.com.

Forward-Looking Statements

Certain statements made within this press release may constitute “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. The Company does not undertake to publicly update or review its forward-looking statements even if experience or future changes make it clear that our projected results expressed or implied will not be achieved. Detailed information concerning a number of factors that could cause actual results to differ materially from the information contained herein is readily available on our most recent report on Form 10-K for the year ended July 26, 2008.

CONTACT: Dress Barn, Inc. Investor Relations (845) 369-4600

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Exhibit 99.1
 

Dress Barn, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings- Unaudited

Amounts in thousands, except per share amounts

	Thirteen Weeks Ended
	October 25,					October 27,
	2008					2007
Net sales	$	376,398		100.0	%	$	363,724		100.0	%
Cost of sales, including
occupancy and buying costs		229,198		60.9	%		224,215		61.6	%
Gross profit		147,200		39.1	%		139,509		38.4	%
Selling, general and
administrative expenses		102,688		27.3	%		96,735		26.6	%
Depreciation and amortization		12,204		3.2	%		11,581		3.2	%
Operating income		32,308		8.6	%		31,193		8.6	%
Interest income		2,002		0.5	%		1,541		0.4	%
Interest expense		(1,226	)	-0.3	%		(1,215	)	-0.3	%
Other (expense) income		453		0.1	%		378		0.1	%
Earnings before income taxes		33,537		8.9	%		31,897		8.8	%
Income taxes		13,053		3.5	%		12,274		3.4	%
Net earnings	$	20,484		5.4	%	$	19,623		5.4	%
Earnings per share:
Basic	$	0.34				$	0.33
Diluted	$	0.32				$	0.30
Weighted average shares outstanding:
Basic		60,337					60,107
Diluted		64,901					65,891

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Exhibit 99.1
 

Dress Barn, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets- Unaudited

Amounts in thousands

	October 25,		October 27,
ASSETS		2008		2007
Current Assets:
Cash and cash equivalents	$	144,275	$	46,999
Marketable security investments		102,121		150,592
Merchandise inventories		187,104		193,500
Deferred income tax asset		9,678		3,395
Prepaid expenses and other		20,212		18,874
Total Current Assets		463,390		413,360
Property, Plant and Equipment		538,475		496,116
Less accumulated depreciation and amortization		261,572		234,414
Property, Plant and Equipment, net		276,903		261,702
Deferred Income Taxes		-		9,089
Intangible Assets, net		107,549		108,626
Goodwill		131,318		130,656
Marketable Security Investments		51,954		-
Other Assets		17,800		21,590
TOTAL ASSETS	$	1,048,914	$	945,023
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable - trade	$	111,327	$	95,395
Accrued salaries, wages and related expenses		28,743		25,228
Other accrued expenses		54,280		48,451
Customer credits		14,237		14,980
Income taxes payable		3,664		9,269
Current portion of long-term debt		1,294		116,227
Total Current Liabilities		213,545		309,550
Long-Term Debt		142,097		28,227
Deferred Rent and Lease Incentives		64,284		55,363
Deferred Compensation and Other Long Term Liabilities		42,204		53,473
Deferred Income Tax Liability		14,746		-
Total Liabilities		476,876		446,613
Shareholders' Equity		572,038		498,410
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,048,914	$	945,023

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