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): ~~September~~October 2610, 2013

rue21, inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

1-34536

25-1311645

(State or other jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

800 Commonwealth Drive

Warrendale, Pennsylvania

15086

(Address of principal executive offices)

(Zip Code)

(724) 776-9780

(Registrant’s telephone number including area code)

(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:

¨	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 73.01. ~~Regulation~~Notice FDof ~~Disclosure~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the merger between rue21, inc. (the “~~rue21~~Company”) orand ~~the~~Rhodes Merger Sub, Inc. (“Merger Sub”), the Company notified Nasdaq (“Nasdaq”) ~~is disclosing~~on ~~the~~October ~~following~~10, ~~information~~2013 that each outstanding share of common stock, ~~which~~par ~~has~~value ~~not~~$.001 ~~been~~per ~~previously~~share, ~~reported~~of the Company (the “Common Stock”) was cancelled and ~~may~~automatically beconverted ~~provided~~into the right to ~~prospective~~receive ~~lenders~~$42.00 per share in ~~connection~~cash, ~~with~~without ~~the~~interest ~~financing~~(except offor ~~the~~(i) ~~transactions~~shares ~~contemplated~~owned by Rhodes Holdco, Inc. (“Parent”), Merger Sub, the ~~previously~~Company ~~announced~~or ~~merger~~any ~~agreement~~direct or indirect wholly-owned subsidiary of Parent or the Company, ~~dated~~and in each case not held on behalf of third parties (ii) shares as otherwise agreed to in writing before the effective time of the Merger between Parent or its affiliates and the holder of such ~~May 23~~shares, ~~2013,~~and (iii) shares owned by shareholders who did not vote in favor of adoption of the Merger Agreement or consented thereto in writing and ~~among~~who have properly demanded and not withdrawn a demand for appraisal) and requested that Nasdaq file with the ~~Company,~~Securities ~~Rhodes~~and ~~Holdco,~~Exchange ~~Inc~~Commission (the “SEC”) an application on Form 25 to report that the shares of Common Stock are no longer listed on Nasdaq. On October 10, ~~and~~Nasdaq ~~Rhodes~~filed ~~Merger~~the ~~Sub,~~application ~~Inc~~on Form 25 with the SEC to delist the Common Stock., aThe ~~wholly~~Company intends to file with the SEC post-~~owned~~effective ~~subsidiary~~amendments ofto ~~Rhodes~~the ~~Holdco~~Company’s Form S-8 registration statement with respect to the unsold shares, ~~Inc~~requesting that the unsold shares be removed from the registration statement. ~~Rhodes~~In ~~Holdco~~addition, ~~Inc.~~the Company intends to file with the SEC a certification and ~~Rhodes~~notice ~~Merger~~of ~~Sub~~termination on Form 15 with respect to the Common Stock, ~~Inc.~~requesting ~~are~~that ~~beneficially~~the ~~owned~~Common byStock ~~affiliates~~be ofderegistered ~~funds~~under ~~advised~~the bySecurities Exchange Act of 1934, as ~~Apax~~amended ~~Partners~~(the “Exchange Act”), Land that the reporting obligations of the Company with respect to the Common Stock under the Exchange Act be suspended.P.

The soft sales pattern seen in Fiscal August is continuing in the third quarter to date with comparable store sales down 9.5% through September 24th (1). To date in Fiscal September, which began September 1, 2013 and will end on October 5, 2013, comparable store sales were down 12.8% (1). Compared to the comparable periods of last year, total sales for the third quarter to date are up 2~~.3%~~ ~~and for Fiscal September to date are down 1.3% (1).~~

In Fiscal September, the Company anticipates merchandise margin improvement relative to last year to continue the trend set in Fiscal August. Inventory levels and promotions have been managed to lower sales expectations since the end of the second quarter resulting in a 200 basis points improvement in merchandise margin in Fiscal August and the expectation for an approximate 150 basis points improvement in Fiscal September.

As of the end of week three of the five week month of Fiscal September, inventory levels including inventory on-order, were up by only mid-single digits compared to an increase of approximately 16% square footage growth due to a larger store base of 120 more stores compared to the same week in the prior year.

(1) The company uses a retail industry standard 52/53 week fiscal year accounting calendar and is in the midst of a fiscal year following a 53 week fiscal year. Accordingly, we are measuring our comparable store sales performance and trends using a one-week shifted prior year calendar for comparison purposes. The shifted prior year calendar does not align with our prior year fiscal accounting periods.

The financial data presented above is preliminary, based upon our estimates, and are subject to revision based upon our financial closing procedures and the completion of our financial statement. Our actual results may be materially different from our estimates. In addition, these estimated results are not necessarily indicative of our results for the third quarter, the full fiscal year or any future period. The preliminary financial data included above has been prepared by, and is the responsibility of, management.

Item 8.01 Other Items

~~The~~On ~~disclosure~~October 10, ~~contained~~2013, ~~in Item 7~~the Company announced the completion of the acquisition of the Company by funds advised by Apax Partners.01 isAttached as Exhibit 99.1 and incorporated herein by reference is a copy of the press release announcing the completion of the merger.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits

~~Pursuant~~(d) toExhibits ~~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.~~

rue21, inc.
ExhibitNo.		Description
By:		/s/ Stacy Siegal
99.1		Press Release regarding completion of the Merger, dated October 10, 2013.
		Stacy Siegal
		Senior Vice President and Chief Administrative Officer

~~September 26,~~SIGNATURES ~~2013~~

3Pursuant 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.


RUE21, INC.

By:		/s/ Stacy Siegal
		Stacy Siegal
		Senior Vice President and Chief Administrative Officer

October 11, 2013

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press Release regarding completion of the Merger, dated October 10, 2013.

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