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): ~~June~~August 2519, 2009

~~TWEEN BRANDS, INC.~~ (Exact name of registrant as specified in its charter)


Delaware	1-14987	31-1333930
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8323 Walton Parkway, New Albany, Ohio		43054
8323 Walton Parkway New Albany, Ohio		43054
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (614) 775-3500

N/A

(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:

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

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

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

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

Item 78.01. ~~Regulation~~Other ~~FD Disclosure~~Events.

On ~~June~~August 2419, 2009, Tween Brands, Inc., a Delaware corporation (the “Company”), ~~entered~~conducted ~~into an Agreement and Plan of Merger (the “Merger Agreement”) with The Dress Barn, Inc.,~~ a ~~Connecticut~~conference ~~corporation~~call ~~(“Parent”), and Thailand Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). Pursuant~~ to ~~the~~review ~~Merger~~its ~~Agreement~~financial ~~and subject~~results tofor the ~~conditions~~second ~~set~~quarter ~~forth therein, Purchaser will merge with and into the Company (the “Merger”),~~ended ~~with the Company surviving as a wholly owned subsidiary of Parent. The Company and Parent conducted a joint conference on June~~August 251, 2009 ~~at 11:00 a~~.m. ~~to review the transaction.~~ A copy of the script for the conference call is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished in Item 78.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Additional Information and Where to Find It

InOn ~~connection~~June 24, ~~with the proposed Merger~~2009, ~~Parent intends to file with~~ the ~~Securities~~ ~~and~~Company ~~Exchange~~entered ~~Commission~~into ~~(“SEC”)~~an aAgreement ~~Registration Statement on Form S-4 containing a proxy statement/prospectus for the stockholders of the Company~~ and ~~each~~Plan of Merger (the ~~Company~~“Merger ~~and~~Agreement”) ~~Parent plan to file other documents~~ with ~~the SEC regarding the proposed merger transaction.~~ The ~~definitive~~Dress ~~proxy~~Barn, ~~statement/prospectus will be mailed to stockholders of the Company~~Inc. ~~BEFORE MAKING ANY VOTING OR INVESTMENT DECISION~~, ~~THE~~a ~~COMPANY’S STOCKHOLDERS~~Connecticut ~~AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC~~corporation ~~CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE~~(“Parent”), ~~BECAUSE~~and ~~THEY~~Thailand ~~WILL~~Acquisition ~~CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER~~Corp., ~~Company~~a ~~stockholders~~Delaware corporation and ~~other~~a ~~investors~~wholly ~~will~~owned besubsidiary ~~able to obtain copies~~ of ~~these materials (when they~~Parent ~~are available~~(“Purchaser”). ~~without~~Pursuant ~~charge~~to ~~from~~ the ~~SEC~~Merger ~~through~~Agreement ~~the~~and ~~SEC’s~~subject ~~Web~~to ~~site~~the atconditions ~~www.sec.gov.~~set ~~These~~forth ~~documents (when they are available) can also be obtained free of charge from Parent by directing a request to Parent~~therein, ~~30 Dunnigan~~Purchaser ~~Drive,~~will ~~Suffern,~~merge NYwith ~~10901~~and ~~Attention:~~into ~~Investor~~the ~~Relations~~Company ~~Department~~ (~~telephone:~~the ~~845-469-4602~~“Merger”) ~~or accessing them on Parent’s corporate Web site at www.dressbarn.com~~, orwith ~~from~~ the Company bysurviving ~~directing~~as a ~~request~~wholly ~~to the~~owned ~~Company,~~subsidiary ~~8323~~of ~~Walton Parkway, New Albany, OH 43054 Attention: Investor Relations (telephone: 614 775-3739) or accessing them on the Company’s corporate Web site at www~~Parent. ~~tweenbrands.com.~~

~~Parent,~~In connection with the ~~Company~~proposed ~~and~~Merger, ~~certain~~Parent offiled ~~their~~with ~~respective~~the ~~directors~~Securities and ~~executive~~ ~~officers~~Exchange ~~may~~Commission be(“SEC”) ~~deemed~~a toRegistration beStatement ~~participants~~on inForm ~~the~~S-4 ~~solicitation~~containing ofa ~~proxies~~proxy ~~from~~statement/prospectus for the stockholders inof ~~connection with~~ the ~~proposed~~ ~~transaction~~Company ~~under~~and ~~the~~each ~~rules~~ of the ~~SEC.~~Company ~~Information~~and ~~about~~Parent ~~the~~plan ~~directors~~to ~~and~~file ~~executive~~other ~~officers~~documents ofwith ~~Parent~~the ~~may~~SEC beregarding ~~found~~the inproposed ~~its~~merger ~~2008~~transaction. ~~Annual~~The ~~Report~~definitive onproxy ~~Form~~statement/prospectus ~~10-K~~will ~~filed~~be ~~with~~mailed to stockholders of the ~~SEC~~Company. onBEFORE ~~September 24,~~MAKING ~~2008~~ANY ~~and~~VOTING inOR ~~its~~INVESTMENT ~~definitive proxy~~DECISION, ~~statement~~THE ~~relating~~COMPANY’S toSTOCKHOLDERS ~~its~~AND ~~2008~~INVESTORS ~~Annual~~ARE ~~Meeting~~URGED TO ofREAD ~~Shareholders~~THE ~~filed~~PROXY ~~with~~STATEMENT/PROSPECTUS ~~the~~AND ~~SEC~~OTHER onDOCUMENTS ~~November 5,~~FILED ~~2008. Information~~WITH ~~about~~THE ~~the~~SEC ~~directors~~CAREFULLY ~~and~~AND ~~executive~~IN ~~officers~~THEIR ofENTIRETY ~~the~~WHEN ~~Company~~THEY BECOME ~~may~~AVAILABLE, beBECAUSE ~~found~~THEY inWILL ~~its~~CONTAIN ~~2008~~IMPORTANT ~~Annual~~INFORMATION ~~Report~~ABOUT onTHE ~~Form 10-K~~PROPOSED ~~filed~~MERGER. ~~with~~Company ~~the~~stockholders ~~SEC~~and other oninvestors ~~March 31,~~will ~~2009~~be ~~and~~able into ~~its~~obtain ~~definitive~~copies ~~proxy~~of ~~statement~~these ~~relating~~materials to(when ~~its~~they ~~2009~~are ~~Annual Meeting~~available) ofwithout ~~Stockholders~~charge ~~filed~~from ~~with~~the SEC through the SEC’s onWeb ~~April 9,~~site ~~2009~~at www.sec.gov . These documents (when they are available) can also be obtained free of charge from Parent by directing a request to Parent, 30 Dunnigan Drive, Suffern, NY 10901 Attention: Investor ~~the~~Relations ~~sources~~Department ~~indicated~~(telephone: ~~above~~845-469-4602) or accessing them on Parent’s corporate Web site at www.dressbarn.com ~~Additional~~, ~~information~~or ~~regarding~~from the ~~interests~~Company ofby ~~these~~directing ~~participants~~a ~~will~~request ~~also~~to bethe ~~included~~Company, 8323 Walton Parkway, New Albany, OH in43054 ~~the~~Attention: ~~proxy~~Investor ~~statement/prospectus~~Relations ~~regarding~~(telephone: ~~the~~614 ~~proposed~~775-3739) ~~transaction~~or ~~when~~accessing itthem ~~becomes~~on ~~available~~the Company’s corporate Web site at www.tweenbrands.com.

~~Item~~Parent, 9the Company and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed transaction under the rules of the SEC.01 ~~Financial~~Information ~~Statements~~about the directors and ~~Exhibits~~executive officers of Parent may be found in its 2008 Annual Report on Form 10-K filed with the SEC on September 24, 2008 and in its definitive proxy statement relating to its 2008 Annual Meeting of Shareholders filed with the SEC on November 5, 2008. Information about the directors and executive officers of the Company may be found in its 2008 Annual Report on Form 10-K filed with the SEC on March 31, 2009 and in its definitive proxy statement relating to its 2009 Annual Meeting of Stockholders filed with the SEC on April 9, 2009. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the proxy statement/prospectus regarding the proposed transaction when it becomes available.

99Item 9.101. ~~Script~~Financial ~~for~~Statements ~~conference~~and ~~call held on June 25, 2009~~Exhibits.

2(d) Exhibits.

2 99.1 Script for conference call held on August 19, 2009.

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

~~TWEEN~~Pursuant ~~BRANDS,~~to ~~INC.~~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 hereunto duly authorized.

~~By:~~TWEEN ~~/s/~~BRANDS, ~~Rolando de~~INC. ~~Aguiar~~

~~Date: June 25, 2009~~(Registrant)

~~Rolando~~Date: deAugust 19, ~~Aguiar~~2009 ~~Executive Vice President and Chief Financial Officer~~ ~~(Principal Financial and Accounting Officer)~~

3By: /s/ Rolando de Aguiar Rolando de Aguiar Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit
Number		Description
99.1		Script for conference call held on June 25, 2009.

EXHIBIT INDEX



Exhibit
Number		Description

99.1		Script for conference call held on August 19, 2009.

Filing Compare · TWEEN BRANDS, INC.