SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
The Dress Barn, Inc.
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(Name of Issuer)
Common Stock, par value $0.05 per share
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(Title of Class of Securities)
261570105
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(CUSIP Number)
Elliot S. Jaffe
The Dress Barn, Inc.
30 Dunnigan Drive
Suffern, New York 10901
(845) 369-4500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 7, 2000, as of December 1, 2000
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
(Page 1 of 6 Pages)
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CUSIP No.261570105 13D Page 2 of 6 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jaffe FLP Voting Trust (the "Family Trust") and Elliot S. Jaffe, as Trustee
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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7 SOLE VOTING POWER
NUMBER OF
3,655,330*
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
3,655,330*
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,655,330*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.75%
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14 TYPE OF REPORTING PERSON*
OO
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* In his individual capacity and not as Trustee of the Family Trust, Mr.
Jaffe beneficially owns additional shares of Common Stock as described in Item
5. Pursuant to Rule 13d-1(k)(2) of the Securities and Exchange Act of 1934, Mr.
Jaffe has filed a separate Schedule 13G with respect to such individual
beneficial ownership.
<PAGE>
CUSIP No.261570105 13D Page 3 of 6 Pages
________________________________________________________________________________
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, par value $0.05
per share (the "Common Stock") of The Dress Barn, Inc., a Connecticut company
(the "Company"). The principal executive office of the Company is located at 30
Dunnigan Drive, Suffern, New York 10901.
________________________________________________________________________________
Item 2. Identity and Background.
This statement on Schedule 13D is being filed by the Family Trust and by
Elliot S. Jaffe, as Trustee of the Family Trust. The Family Trust is organized
under the laws of the State of Connecticut. In addition to acting as Trustee of
the Family Trust, Mr. Jaffe in his individual capacity also serves as chief
executive officer of the Company and chairman of the board of directors of the
Company. The business address of the Trustee is 30 Dunnigan Drive, Suffern, New
York 10901.
During the past five years, neither the Family Trust nor the Trustee has
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which such
person was or is subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activity subject to federal or state
securities laws or finding any violation with respect to such laws.
The Trustee is a citizen of the United States of America.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Trust Agreement dated as of July 6, 2000 (the "Trust
Agreement"), entered into between the Jaffe Family Limited Partnership, a
Connecticut limited partnership (the "Partnership"), as Settlor, and Elliot S.
Jaffe, as Trustee, the Partnership transferred and assigned to the Trustee
3,655,330 shares of Common Stock. The Trust Agreement provides that the Trustee,
in his sole discretion, shall pay income and principal from the Family Trust to
the Partnership, and, if the Partnership no longer exists, then to its
successors in interest. The Trustee also acts as a general partner of the
Partnership.
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Item 4. Purpose of Transaction.
The shares of Common Stock owned by the Family Trust were acquired for
investment purposes and in connection with influencing the control of the
Company.
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Item 5. Interest in Securities of the Issuer.
(a) The Family Trust and the Trustee beneficially own 3,655,330 shares of
Common Stock (19.75%). The Trustee has sole power to vote and dispose of the
shares of Common Stock owned by the Family Trust and is deemed to be an indirect
beneficial owner of such shares.
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CUSIP No.261570105 13D Page 4 of 6 Pages
(b) In his individual capacity, Mr. Jaffe has the power to vote and to
dispose of shares of Common Stock as follows:
(i) 173,336 shares of Common Stock (0.94%) directly owned;
(ii) 34,310 shares of Common Stock (0.19%) owned by The Jaffe Family
Foundation, a New York not-for-profit corporation (the
"Foundation"). Mr. Jaffe shares the power to vote and to dispose
of the shares of Common Stock owned by the Foundation with Roslyn
S. Jaffe and David R. Jaffe. Mr. Jaffe disclaims beneficial
ownership of the shares of Common Stock owned by the Foundation;
and
(iii) 8,800 shares owned by Mr. Jaffe covered by options exercisable
within 60 days of December 5, 2000.
(c) In his individual capacity, Mr. Jaffe effected the following
transactions of shares of Common Stock during the past 60 days:
(i) sale of 2,500 shares of Common Stock on November 3, 2000 at a
price per share of $25.9375 in the open market, upon the exercise
of options at an exercise price
(ii) sale of 6,000 shares of Common Stock on November 3, 2000 at a
price per share of $25.75 in the open market, upon the exercise
of options at an exercise price of $14.063;
(iii) sale of 2,600 shares of Common Stock on November 3, 2000 at a
price per share of $25.8125 in the open market, upon the exercise
of options at an exercise price of $14.063;
(iv) sale of 4,000 shares of Common Stock on November 3, 2000 at a
price per share of $25.6875 in the open market, upon the exercise
of options at an exercise price of $14.063;
(v) sale of 2,000 shares of Common Stock on November 7, 2000 at a
price per share of $26.00 in the open market, upon the exercise
of options at an exercise price of $14.063;
(vi) sale of 5,500 shares of Common Stock on November 7, 2000 at a
price per share of $26.0625 in the open market, upon the exercise
of options at an exercise price of $14.063;
(vii) sale of 2,000 shares of Common Stock on November 8, 2000 at a
price per share of $26.1875 in the open market, upon the exercise
of options at an exercise price of $14.063;
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CUSIP No.261570105 13D Page 5 of 6 Pages
(viii) sale of 2,000 shares of Common Stock on November 8, 2000 at a
price per share of $26.25 in the open market, upon the exercise
of options at an exercise price of $14.063;
(ix) sale of 3,000 shares of Common Stock on November 8, 2000 at a
price per share of $26.3125 in the open market, upon the exercise
of options at an exercise price of $14.063;
(x) sale of 400 shares of Common Stock on November 8, 2000 at a price
per share of $26.375 in the open market, upon the exercise of
options at an exercise price of $14.063;
(xi) sale of 1,200 shares of Common Stock on November 8, 2000 at a
price per share of $26.375 in the open market, upon the exercise
of options at an exercise price of $8.68;
(xii) sale of 6,500 shares of Common Stock on November 17, 2000 at a
price per share of $27.2188 in the open market upon the exercise
of options at an exercise price of $8.68; and
(xiii) sale of 3,500 shares of Common Stock on November 17, 2000 at a
price per share of $27.1875 in the open market upon the exercise
of options at an exercise price of $8.68.
(d) The Trustee has the power in his sole discretion to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of Common Stock
owned by the Family Trust to the Partnership, as beneficiary of the Family
Trust.
_______________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than as described in Item 3 and Item 5 above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Company, including but not limited to transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
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Item 7. Material to be Filed as Exhibits.
Exhibit A Trust Agreement
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CUSIP No.261570105 13D Page 6 of 6 Pages
SIGNATURE
After reasonable 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.
Dated: December 7, 2000
JAFFE FLP VOTING TRUST
By:/s/ Elliot S. Jaffe
Elliot S. Jaffe, Trustee
