Item 1.01 Entry Into a Material Definitive Agreement.

On August 20, 2010, The Dress Barn, Inc., a Connecticut corporation (“dressbarn”), Ascena Retail Group, Inc., a Delaware corporation and wholly owned subsidiary of dressbarn (“Ascena”), and DB Merger Corp., a Connecticut corporation and wholly owned subsidiary of Ascena (“MergerCo”), entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”), that provides for the merger (the “Merger”) of dressbarn with MergerCo, with dressbarn surviving the Merger as a wholly owned subsidiary of Ascena, and the conversion of each share of common stock, par value $0.05 per share (“dressbarn Common Stock”), of dressbarn, issued and outstanding immediately prior to the effective time of the Merger, into one duly issued, fully paid and nonassessable share of common stock, par value $0.01 per share (“Ascena Common Stock”), of Ascena. In addition, each outstanding option to purchase or other right to acquire shares of dressbarn Common Stock would automatically convert into an option to purchase or right to acquire, upon the same terms and conditions, an identical number of shares of Ascena Common Stock. Pursuant to the Reorganization Agreement, immediately following the Merger, dressbarn would distribute the stock of its subsidiaries, Maurices Incorporated, a Delaware corporation (“maurices”), and Tween Brands, Inc., a Delaware corporation, which operates the Justice brand (“Tween Brands”), to Ascena (the Merger and such distribution, collectively, the “Reorganization”). As a result of the Reorganization, Ascena would own dressbarn, maurices and Tween Brands as sister subsidiaries.

Upon completion of the Reorganization, Ascena, a Delaware corporation, would, in effect, replace dressbarn, a Connecticut corporation, as the publicly held corporation traded on the NASDAQ Global Select Market under the symbol “ASNA”, and the holders of dressbarn Common Stock would hold the same number of shares and same ownership percentage of Ascena after the Reorganization as they held of dressbarn immediately prior to the Reorganization.

The directors and executive officers of Ascena immediately following the Reorganization would be the same individuals who were directors and executive officers, respectively, of dressbarn immediately prior to the Reorganization.

The boards of directors of dressbarn, Ascena and MergerCo have unanimously approved the Reorganization Agreement and the transactions contemplated thereby. The Reorganization Agreement is subject to specified conditions, including approval by dressbarn’s shareholders at dressbarn’s 2010 Annual Meeting of Shareholders (the “Annual Meeting”), which is currently scheduled for December 8, 2010. If approved by dressbarn’s shareholders at the Annual Meeting and the other conditions set forth in the Reorganization Agreement are satisfied, it is currently expected that the Reorganization would be completed on or about January 1, 2011.

The Reorganization Agreement may be terminated and the transactions contemplated thereby may be abandoned at any time prior to the effective time of the merger by action of the board of directors of dressbarn if it should determine that for any reason the completion of the transactions provided for therein would be inadvisable or not in the best interest of dressbarn or its shareholders.

The Reorganization is intended to be tax-free for dressbarn and its shareholders for U.S. federal income tax purposes.

Upon completion of the Reorganization, Ascena Common Stock would be deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of Rule 12g-3(a), Ascena would be the successor issuer to dressbarn.

The foregoing description of the Reorganization Agreement is not complete and is qualified in its entirety by reference to the Reorganization Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On August 20, 2010, Ascena filed with the U.S. Securities and Exchange Commission (the “SEC”) a preliminary joint proxy statement/prospectus (subject to completion) as part of its preliminary Registration Statement on Form S-4 relating to the Reorganization Agreement. This filing is available at the SEC’s website (http://www.sec.gov/). Among other things, the filing states that the information in the preliminary joint proxy statement/prospectus “is not complete and may be changed.”