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
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON FRIDAY, OCTOBER 18, 2002, UNLESS THE OFFER IS EXTENDED.
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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tendered and not withdrawn) common stock, par value $.05 per share (the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that it will pay for Shares properly tendered and not withdrawn pursuant to the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$15.00 per Share and not withdrawn).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Purchase Price and not withdrawn will be purchased at the Purchase Price, upon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If the number of Shares validly tendered and not withdrawn on or prior to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 Xxxxx X. Xxxxx, 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.
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Any inquiries you may have with respect to the Offer should be addressed to
Bear Xxxxxxx & 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: (000) 000-0000 or from the Information Agent,
X. X. Xxxx & Co., Inc., telephone: (000) 000-0000.
Very truly yours,
BEAR, XXXXXXX & 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.
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