SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended July 27,1996
OR
[ ] TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission file number 0-11736
THE DRESS BARN, INC.
(Exact name of registrant as specified in its charter)
Connecticut 06-0812960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 Dunnigan Drive, Suffern, New York 10901
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (914) 369-4500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Common Stock - par value $.05 per share
Section 12(g) of the Act: (Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in the definitive proxy incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K Yes
No X
Page 1 of Cover Page
As of October 18, 1996, 22,634,083 shares of common shares were outstanding. The
aggregate market value of the common shares (based upon the closing price on
October 17, 1996 on the NASDAQ) of The Dress Barn, Inc. held by non-affiliates
was approximately $80,965,000. For the purposes of such calculation, all
outstanding shares of Common Stock have been considered held by non-affiliates,
other than the 6,890,610 shares beneficially owned by Directors and Officers of
the registrant. In making such calculation, the registrant does not determine
the affiliate or non-affiliate status of any shares for any other purpose.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held on December 16, 1996 are incorporated into Parts I and
III of this Form 10-K.
Page 2 of Cover Page
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
The Dress Barn, Inc.
by /s/ ELLIOT S. JAFFE
Elliot S. Jaffe
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ ELLIOT S. JAFFE
Elliot S. Jaffe Chairman of the Board and 1/23/97
Chief Executive Officer
(Principal Executive Officer)
/s/ ROSLYN S. JAFFE
Roslyn S. Jaffe Director and Secretary and Treasurer 1/23/97
/s/ BURT STEINBERG
Burt Steinberg Director and President 1/23/97
and Chief Operating Officer
/s/ KLAUS EPPLER
Klaus Eppler Director 1/23/97
/s/ DONALD JONAS
Donald Jonas Director 1/23/97
/s/ MARK S. HANDLER
Mark S. Handler Director 1/23/97
/s/ EDWARD D. SOLOMON
Edward D. Solomon Director 1/23/97
/s/ ARMAND CORREIA
Armand Correia Chief Financial Officer (Principal 1/23/97
Financial and Accounting Officer)
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders
The Dress Barn, Inc.
Suffern, New York
We have audited the accompanying consolidated balance sheets of The Dress Barn,
Inc. and subsidiaries as of July 27, 1996 and July 29, 1995, and the related
consolidated statements of earnings, shareholders' equity, and cash flows for
each of the three years in the period ended July 27, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Dress Barn, Inc.
and subsidiaries as of July 27, 1996 and July 29, 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
July 27, 1996, in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Stamford, Connecticut
September 20, 1996
<PAGE>
EXHIBIT 24
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in registration statement Nos.
33-16857 and 33-17488 (on Form S-8) and 33-16856 (on Form S-3) of our report,
dated September 20, 1996 on the consolidated financial statements of The Dress
Barn, Inc. and subsidiaries in the Annual Report on Form 10-K for the year ended
July 27, 1996.
Deloitte & Touche LLP
Stamford, Connecticut
September 20, 1996
