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): ~~August~~November 1916, 2009

(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
(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) þo Soliciting material pursuant to 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 82.0102. ~~Other~~Results ~~Events~~of Operations and Financial Condition.

On ~~August~~ November 1916, 2009, Tween Brands, Inc., a Delaware corporation (the “Company”), ~~conducted~~issued a ~~conference~~press ~~call~~release toannouncing ~~review~~ its financial results for the ~~second~~third quarter and year-to-date period ended ~~August~~ October 131, 2009. A copy of the ~~script~~Company’s ~~for~~press ~~the~~release ~~conference call~~ is furnished as ~~Exhibit 99.1~~an ~~hereto~~exhibit to this Form 8-K and is incorporated herein by reference.

The information ~~furnished~~contained or incorporated by reference in ~~Item~~ this Form 8~~.01~~-K contains various “forward-looking statements” within the meaning of ~~this~~the ~~Current~~Private ~~Report~~Securities onLitigation ~~Form~~Reform Act of 1995 and other ~~8-K~~applicable ~~shall~~securities ~~not~~laws. beSuch ~~deemed~~statements tocan be ~~“filed”~~identified ~~for~~by ~~purposes~~the ofuse ~~Section 18~~ of the forward-looking ~~Securities~~words ~~Exchange~~“anticipate,” ~~Act~~“estimate,” “project,” of“target,” “predict,” ~~1934~~“believe,” as“intend,” ~~amended~~“plan,” “expect,” “hope,” “risk,” “could,” “pro forma,” “potential,” “prospect,” “outlook,” “forecast” or similar ~~otherwise~~words. ~~subject~~These tostatements ~~the~~discuss ~~liabilities~~future ofexpectations, ~~that~~contain projections ~~section~~regarding future developments, ~~nor~~operations ~~shall~~or ~~such~~financial conditions, or state other forward-looking information, beand ~~deemed incorporated~~include, bybut ~~reference~~are not limited to, statements in ~~any~~the ~~filing~~accompanying ~~under~~press release regarding the ~~Securities~~company’s earnings ~~Act~~outlook ofand ~~1933~~store growth plans for 2009. These forward-looking statements involve various important risks, asuncertainties ~~amended~~and other factors that could cause our actual results for 2009 and beyond to differ materially from those expressed. The following factors, ~~except~~among asothers, ~~shall~~could beaffect ~~expressly~~our future ~~set~~financial performance and cause actual future results to differ ~~forth~~materially byfrom ~~specific~~those ~~reference~~expressed or implied in ~~such~~any aforward-looking ~~filing.~~statements included in this Form 8-K:

~~Additional~~• ~~Information~~The failure of Tween Brands, Inc’s stockholders to adopt the merger agreement with Dress Barn; • Failure to consummate or delay in consummating the merger for other reasons: • Effectiveness of converting Limited Too stores to Justice stores; • Ability to convert Limited Too customers to the Justice brand; • Risk that the benefits expected from the brand conversion program will not be achieved or may take longer to achieve than expected; • Ability to grow or maintain comparable store sales; • Decline in the demand for our merchandise; • Ability to develop new merchandise; • The impact of competition and ~~Where~~pricing; • Level of mall and power center traffic; • Effectiveness of expansion into new or existing markets; • Effectiveness of store remodels; • Availability of suitable store locations at appropriate terms; • Effectiveness of our brand awareness and marketing programs; • Ability to ~~Find~~enforce It our licenses and trademarks; • Ability to hire, retain and train associates; • Ability to successfully launch a new brand; • A significant change in the regulatory environment applicable to our business; • Risks associated with our sourcing and logistics functions;

In• ~~connection~~Changes ~~with~~in ~~the~~existing ~~proposed~~or ~~Merger,~~potential ~~Parent~~trade ~~filed~~restrictions, ~~with~~duties, ~~the~~tariffs ~~Securities~~or ~~and Exchange~~quotas; ~~Commission~~• ~~(“SEC”)~~Currency aand ~~Registration~~exchange ~~Statement~~risks; on• ~~Form~~Changes ~~S-4~~in ~~containing~~consumer aspending ~~proxy~~patterns, ~~statement/prospectus for~~consumer ~~the~~preferences ~~stockholders of the Company~~ and ~~each~~overall ofeconomic ~~the~~conditions; ~~Company~~• ~~and~~Ability ~~Parent plan~~ to ~~file~~comply ~~other documents~~ with ~~the~~restrictions ~~SEC regarding~~and ~~the~~covenants ~~proposed~~in ~~merger~~our ~~transaction.~~credit ~~The~~facilities; ~~definitive~~• ~~proxy~~Ability ~~statement/prospectus will be mailed~~ to ~~stockholders~~satisfy ~~of the~~NYSE ~~Company.~~continued ~~BEFORE~~listing ~~MAKING~~standards; ~~ANY~~• ~~VOTING~~Potential ORimpairment ~~INVESTMENT~~of ~~DECISION,~~long-lived ~~THE~~assets; ~~COMPANY’S~~• ~~STOCKHOLDERS~~Ability ~~AND~~to ~~INVESTORS~~service ~~ARE~~our ~~URGED TO~~debt; ~~READ~~• ~~THE~~The ~~PROXY~~security ~~STATEMENT/PROSPECTUS~~of ~~AND~~our ~~OTHER~~computer ~~DOCUMENTS~~networks; ~~FILED~~• ~~WITH~~The ~~THE~~potential ~~SEC~~impact ~~CAREFULLY~~of ~~AND~~health INconcerns ~~THEIR~~relating ~~ENTIRETY~~to ~~WHEN~~severe ~~THEY BECOME~~infectious ~~AVAILABLE~~diseases, ~~BECAUSE~~particularly ~~THEY~~on ~~WILL~~manufacturing ~~CONTAIN~~operations ~~IMPORTANT~~of ~~INFORMATION~~our ~~ABOUT~~vendors ~~THE~~in ~~PROPOSED~~Asia ~~MERGER. Company stockholders~~ and ~~other~~ ~~investors~~elsewhere; ~~will~~• beOutcome ~~able to obtain copies~~ of ~~these~~various ~~materials~~legal ~~(when~~proceedings; ~~they~~• ~~are~~Impact ~~available) without charge from the SEC through the SEC’s Web site at www.sec.gov . These documents (when they are available) can also be obtained free~~ of ~~charge~~product ~~from~~recalls; ~~Parent~~• byAbility ~~directing a request~~ to ~~Parent,~~service 30our ~~Dunnigan~~debt; ~~Drive,~~• ~~Suffern,~~Acts NYof ~~10901~~terrorism ~~Attention:~~in ~~Investor Relations~~the ~~Department (telephone: 845-469-4602) or accessing them on Parent’s corporate Web site at www~~U.~~dressbarn~~S.~~com~~ , or ~~from~~worldwide; ~~the~~and ~~Company~~• byOther ~~directing~~risks athat ~~request~~may tobe ~~the~~described ~~Company,~~in ~~8323~~other ~~Walton~~reports ~~Parkway,~~and ~~New~~filings ~~Albany,~~we ~~OH 43054~~make ~~Attention:~~with ~~Investor Relations (telephone: 614 775-3739) or accessing them on~~ the ~~Company’s~~Securities ~~corporate~~and ~~Web site~~Exchange ~~at www~~Commission.~~tweenbrands.com.~~

~~Parent,~~Future ~~the~~economic ~~Company~~ and ~~certain~~industry oftrends ~~their~~that ~~respective~~could ~~directors~~potentially impact revenue and ~~executive officers~~profitability ~~may~~are bedifficult ~~deemed~~ to bepredict. ~~participants~~Therefore, inthere ~~the~~can be ~~solicitation~~no ofassurance ~~proxies~~that ~~from~~the ~~stockholders~~forward-looking instatements ~~connection~~included ~~with~~herein ~~the~~will prove ~~proposed~~to ~~transaction~~be ~~under~~accurate. ~~the~~The ~~rules~~inclusion of ~~the~~forward-looking ~~SEC.~~statements ~~Information~~should ~~about~~not ~~the~~be regarded ~~directors~~a ~~and~~representation ~~executive~~by ~~officers~~us, ofor ~~Parent~~any ~~may be~~other ~~found~~person, inthat ~~its~~our ~~2008~~objectives ~~Annual~~will be ~~Report~~achieved. onThe ~~Form 10~~forward-Klooking ~~filed~~statements ~~with~~made ~~the~~herein ~~SEC~~are onbased ~~September 24, 2008 and in its definitive~~on ~~proxy~~information ~~statement~~presently ~~relating~~available to ~~its 2008 Annual Meeting of Shareholders filed with the SEC on November 5~~us, ~~2008. Information~~as ~~about~~ the ~~directors~~management ~~and executive officers~~ of the Company. ~~may be found in its 2008 Annual Report on Form~~We ~~10-K~~assume ~~filed~~no ~~with~~obligation ~~the~~to ~~SEC~~publicly onupdate ~~March 31,~~or ~~2009~~revise ~~and~~our ~~in its definitive proxy statement relating to its 2009 Annual~~forward-looking ~~Meeting~~statements ofeven ~~Stockholders~~if ~~filed~~experience ~~with~~or ~~the~~future ~~SEC~~changes onmake ~~April 9,~~it ~~2009.~~clear ~~These~~that ~~documents can be obtained free of charge from~~any ~~the~~projected ~~sources~~results ~~indicated~~expressed ~~above.~~or ~~Additional~~implied ~~information~~therein ~~regarding the interests of these participants~~ will ~~also~~not be ~~included in the proxy statement/prospectus regarding the proposed transaction when it becomes available~~realized.

2Additional Information and Where to Find It

On June 24, 2009, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The Dress Barn, Inc., a Connecticut corporation (“Parent”), and Thailand Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement and subject to the conditions set forth therein, Purchaser will merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent.

In connection with the proposed Merger, Parent filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 containing a proxy statement/prospectus for the stockholders of the Company and each of the Company and Parent have filed other documents with the SEC regarding the proposed merger transaction. The definitive proxy statement/prospectus was mailed to stockholders of the Company on or about October 27, 2009. THE COMPANY’S STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Company stockholders and other investors will be able to obtain copies of these materials (when they are available) without charge from the SEC through the SEC’s Web site at www.sec.gov. These documents can also be obtained free of charge from Parent by directing a request to Parent, 30 Dunnigan Drive, Suffern, NY 10901 Attention: Investor Relations Department (telephone: 845-469-4602) or accessing them on Parent’s corporate Web site at www.dressbarn.com , or from the Company by directing a request to the Company, 8323 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.tweenbrands.com.

Parent, the 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. Information about the directors and executive officers of Parent may be found in its 2009 Annual Report on Form 10-K filed with the SEC on September 21, 2009 and in its definitive proxy statement relating to its 2009 Annual Meeting of Shareholders filed with the SEC on November 9, 2009. 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 is also included in the definitive proxy statement/prospectus regarding the proposed transaction that was mailed to stockholders of the Company on or about October 27, 2009.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 ~~Script~~* ~~for~~Press ~~conference~~Release, ~~call~~dated ~~held~~November on16, ~~August 19~~2009, entitled “Tween Brands Reports Third Quarter 2009 Results.”

3* Furnished with this report.

SIGNATURES

Pursuant to 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.

TWEEN BRANDS, INC.



	TWEEN BRANDS, INC.
	(Registrant)

Date: November 16, 2009	By:	/s/ Rolando de Aguiar
		Rolando de Aguiar Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

(Registrant)

Date: August 19, 2009

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

EXHIBIT INDEX

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

EXHIBIT INDEX



Exhibit No.		Description


99.1 *		Press Release, dated November 16, 2009, entitled “Tween Brands Reports Third Quarter 2009 Results.”

* Furnished with this report.

Filing Compare · TWEEN BRANDS, INC.