SC TO-T

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

CHARMING SHOPPES, INC.

(Name of Subject Company (Issuer))

COLOMBIA ACQUISITION CORP.

(Offeror)

A Wholly Owned Subsidiary of

ASCENA RETAIL GROUP, INC.

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

COMMON STOCK, $0.10 PAR VALUE

(Title of Class of Securities)

161133103

(CUSIP Number of Class of Securities)

David R. Jaffe

President and Chief Executive Officer

Colombia Acquisition Corp.

c/o Ascena Retail Group, Inc.

30 Dunnigan Drive

Suffern, New York 10901

(845) 369-4500

(Name, address, and telephone numbers of person authorized

to receive notices and communications on behalf of filing persons)

Copies to:

Julie M. Allen, Esq.

Steven L. Kirshenbaum, Esq.

Proskauer Rose LLP

Eleven Times Square

New York, New York 10036

(212) 969-3000

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
N/A*	N/A*

* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	n/a	Filing Party:	n/a
Form of Registration No.:	n/a	Date Filed:	n/a

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x Third-party tender offer subject to Rule 14d-1.

o Issuer tender offer subject to Rule 13e-4.

o Going-private transaction subject to Rule 13e-3.

o Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This filing relates solely to preliminary communications made before the commencement of a planned tender offer by Colombia Acquisition Corp. (“Purchaser”), a wholly owned subsidiary of Ascena Retail Group, Inc. (“Ascena”), for all of the outstanding shares of common stock, par value $0.10 per share, of Charming Shoppes, Inc. (the “Charming Shoppes”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of May 1, 2012, by and among Ascena, Purchaser and Charming Shoppes.

The tender offer described in the attached exhibits has not yet been commenced. The description contained therein is neither an offer to purchase nor a solicitation of an offer to sell securities of Charming Shoppes. At the time the tender offer is commenced, Ascena and Purchaser intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer, and Charming Shoppes intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Ascena, Purchaser and Charming Shoppes intend to mail these documents to the shareholders of Charming Shoppes. These documents will contain important information about the tender offer, and shareholders of Charming Shoppes are urged to read them carefully when they become available. Shareholders of Charming Shoppes will be able to obtain a free copy of these documents (when they become available) and other documents filed by Charming Shoppes or Ascena with the SEC at the website maintained by the SEC at www.sec.gov. In addition, shareholders will be able to obtain a free copy of these documents (when they become available) from Ascena by contacting Ascena’s Investor Relations department at 30 Dunnigan Drive, Suffern, NY 10901 or by contacting the Company’s Investor Relations department at 3750 State Road, Bensalem, PA 19020, (866) 247-7639.

Exhibit Index

Exhibit Description

99.1	Joint Press Release, dated May 2, 2012, issued by Ascena Retail Group, Inc. and the Company.
99.2	Internal Announcement to Employees of Ascena Retail Group, Inc., dated May 2, 2012.
99.3	Presentation by David R. Jaffe, President and Chief Executive Officer of Ascena Retail Group, Inc., to Employees of Charming Shoppes, Inc., on May 2, 2012.
99.4	Transcript of Investor Conference Call with Investors of Ascena Retail Group, Inc., held on May 2, 2012.

EX-99.1

EXHIBIT 99.1

NEWS RELEASE

Ascena Retail Group, Inc. Reaches Agreement to Acquire
Charming Shoppes, Inc.

· Acquisition provides highly compelling strategic fit

· Transaction expected to be neutral or slightly accretive to Ascena’s earnings in the first full year of combined operations and increasingly accretive thereafter

· Brings Lane Bryant, Catherines and Fashion Bug brands into the Ascena family

SUFFERN, NY – May 2, 2012 – Ascena Retail Group, Inc. (NASDAQ: ASNA) and Charming Shoppes, Inc. (NASDAQ: CHRS) today jointly announced that they have entered into a definitive agreement under which Ascena will acquire Charming Shoppes in a cash transaction valued at approximately $890 million. Ascena has agreed to make a cash tender offer for all outstanding shares of Charming Shoppes common stock at a price of $7.35 per share. The tender offer is expected to commence within 10 business days. Subject to customary conditions and approvals, the transaction is expected to close during the second calendar quarter of 2012.

Founded in 1940 and headquartered in Bensalem, Pennsylvania, Charming Shoppes is a leading apparel retailer specializing in women’s plus-size apparel. Charming Shoppes is the parent company of three distinct brands — Lane Bryant, Catherines Plus Sizes and Fashion Bug — and operates over 1,800 retail stores nationwide and store-related e-commerce websites. Charming Shoppes also operates Figi’s, a direct marketing business.

“Charming Shoppes is a superb strategic fit for Ascena,” said Ascena President and CEO David Jaffe. “A key component of our growth strategy over the past several years has been to make highly selective and powerful acquisitions. We’ve built a family of retail brands, each serving a unique customer niche, with a culture that embraces the sharing of resources, new ideas and talented team members. Over the past few years, we have welcomed into our family new brands and new team members while delivering increasing value to shareholders. We believe that Charming Shoppes will be no exception.”

“The Board of Directors of Charming Shoppes is pleased with this transaction, which represents the outcome of the strategic review and extensive sale process we commenced on December 1, 2011,” said Michael Goldstein, Chairman of the Board of Charming Shoppes. “In addition to partnering with a buyer that can support

the future growth and development of our businesses, the $7.35 per share consideration represents a premium of 25% to the closing market price of Charming Shoppes common stock on May 1, 2012 and an 89% premium to the unaffected share price of Charming Shoppe’s common stock on November 30, 2011, the day prior to our announcement of our strategic review process. We are confident that this transaction is in the best interests of our shareholders.”

Anthony M. Romano, President and Chief Executive Officer of Charming Shoppes said, “I would like to say how pleased we are to join the Ascena Retail Group. David and his team have an excellent track record of acquiring and seamlessly integrating brands with a strong market niche and growth potential, hallmarks of our Charming Shoppes’ brands. While we are proud of our progress and accomplishments and believe our brands are now poised for growth, this business combination is extremely powerful, offers a compelling premium in recognition of our significant progress and is in the best interests of our shareholders. The Ascena team are some of the best retail executives in the business, and they have built a world-class specialty retailing organization.”

The tender offer is subject to customary conditions, including that the holders of a minimum of a majority of the fully diluted shares of Charming Shoppes tender, and do not withdraw, their shares prior to the expiration of the tender offer. Simultaneously with the acceptance of the tendered shares, Ascena will have the option, if less than 80% of the outstanding shares of Charming Shoppes are tendered, to acquire additional, newly issued shares of Charming Shoppes such that, after giving effect to the exercise of the option, Ascena will own more than 80% of the outstanding shares, whereupon Ascena will be able to merge its acquisition subsidiary into Charming Shoppes in a short-form merger that will not require any further vote of shareholders. Holders who do not tender their shares will receive the same consideration, $7.35 per share, in the merger. The consummation of the transaction is not subject to financing, and Ascena has obtained commitments for financing that, together with cash on hand, will be sufficient to fund the transaction. The boards of directors of both companies have unanimously approved the terms of the transaction. Upon completion of the acquisition, Charming Shoppes will operate as a separate subsidiary of Ascena. Charming Shoppes is currently led by CEO Anthony Romano. “Tony and his team are talented retailers and we look forward to their partnership as we move forward in this process,” Jaffe said.

BofA Merrill Lynch is acting as financial advisor and Proskauer Rose LLP as legal advisors for Ascena Retail Group, Inc. Barclays is acting as financial advisor and Drinker Biddle & Reath LLP and Schulte Roth & Zabel LLP as legal advisors to Charming Shoppes, Inc.

Conference Call Information

Ascena Retail Group, Inc. and Charming Shoppes, Inc. will conduct a joint conference call later this morning, May 2, 2012 at 10:30 AM Eastern Time to review the transaction. Parties interested in participating in this call should dial in at 617-213-8845 five minutes prior to the start time, the passcode is 78812084. The call will also be simultaneously broadcast at www.ascenaretail.com and www.charmingshoppes.com. A recording of the call will be available shortly after its conclusion and until June 2, 2012 by dialing 617-801-6888, the passcode is 40317428.

About Ascena Retail Group, Inc.

Ascena Retail Group, Inc. is a leading national specialty retailer of apparel for women and tween girls, operating through its wholly-owned subsidiaries, the dressbarn, maurices and Justice brands. The Company operates through its subsidiaries over 2,500 stores throughout the United States, Puerto Rico and Canada.

dressbarn offers casual, career and special occasion fashion apparel and accessories at value prices for women ages 35-55, operates 836 stores in 48 states. maurices offers casual and career apparel and accessories at value prices to the fashion-conscious woman, ages 17-34 with a 20-something attitude, and operates 810 stores in 44 states and Canada. Justice offers trend-right apparel and accessories at value prices for tween girls ages 7-14 and operates 920 stores in 46 states, Puerto Rico and Canada.

For more information, visit www.ascenaretail.com, www.dressbarn.com, www.maurices.com and www.shopjustice.com.

About Charming Shoppes, Inc.

Charming Shoppes, Inc. (NASDAQ: CHRS) is a leading apparel retailer specializing in women’s plus-size apparel. At April 28, 2012, Charming Shoppes, Inc. operated 1,832 retail stores in 48 states under the names LANE BRYANT®, CACIQUE®, LANE BRYANT OUTLET®, FASHION BUG®, FASHION BUG PLUS® and CATHERINES PLUS SIZES®. The company also operates the Figi’s family of brands, including the holiday food and gifts catalog Figi’s® Gifts in Good Taste®, the home and gifts catalog Figi’s® Gallery and its wholesale unit Figi’s Business Services. For more information about Charming Shoppes and its brands, please visit www.charmingshoppes.com, www.lanebryant.com, www.cacique.com, www.fashionbug.com, www.catherines.com, www.loop18.com, www.figis.com and www.figisgallery.com.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements, which include all statements other than those made solely with respect to historical fact. Forward-looking statements speak only as of the date on which they are made, and neither Ascena nor Charming Shoppes undertakes any obligation to update or revise any forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those contained in the statements, including the following: (a) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (b) the inability to complete the transaction due to the failure to satisfy conditions to the transaction; (c) the risk that the proposed transaction disrupts current plans and operations; (d) the risk that anticipated synergies and opportunities as a result of the transaction will not be realized; (e) difficulties or unanticipated expenses in connection with integrating Charming Shoppes into Ascena; (f) the risk that the acquisition does not perform as planned, including the risk that the combined business will not achieve anticipated revenue and profitability improvements; and (g) potential difficulties in employee retention following the closing of the transaction.

#  #  #

The tender offer described herein has not yet been commenced. The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell securities of Charming Shoppes. At the time the tender offer is commenced, Ascena and its wholly owned subsidiary intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer, and Charming Shoppes intends to file a Solicitation/Recommendation Statement on Schedule 14d-9 with respect to the tender offer. Ascena, its wholly owned subsidiary and Charming Shoppes intend to mail these documents to the shareholders of Charming Shoppes. These documents will contain important information about the tender offer, and shareholders of Charming Shoppes are urged to read them carefully when they become available. Shareholders of Charming Shoppes will be able to obtain a free copy of these documents (when they become available) and other documents filed by Charming Shoppes or Ascena with the SEC at the website maintained by the SEC at www.sec.gov. In addition, shareholders will be able to obtain a free copy of these documents (when they become available) from Ascena by contacting Ascena at 30 Dunnigan Drive, Suffern, NY 10901, attention: Investor Relations, or from Charming Shoppes by contacting Charming Shoppes at 3750 State Road, Bensalem, PA 19020, attention: Investor Relations.

INVESTOR CONTACTS:

ASCENA RETAIL GROUP, INC.	CHARMING SHOPPES, INC.
Armand Correia	Gayle M Coolick
Executive Vice President and	Vice President, Investor Relations
Chief Financial Officer	Charming Shoppes, Inc.
Ascena Retail Group, Inc.	(215) 638-6955
(845) 369-4600
James Palczynski
Principal and Director
ICR, Inc.
(203) 682-8229

MEDIA CONTACTS:

James McCusker

ICR, Inc.

(203) 682-8245

Dawn Dover

Kekst and Company

212-521-4817

EX-99.2

Exhibit 99.2

Wednesday, May 2, 2012            

Good morning,

Today we celebrate a significant milestone in our business. We have signed a merger agreement with Charming Shoppes. This merger will be completed in the coming months. At that time our ascena family of brands will include: Lane Bryant, Cacique, Catherines, Fashion Bug, and Figi’s.

A key component of our growth strategy has been to make highly selective acquisitions that strengthen our customer positioning. We’ve built a group of retail brands — each serving a unique customer niche, with cultures focused on providing differentiated experiences to well defined target customers. Together, we embrace new ideas, innovation, and talented team members.

I’m excited to share this news. It’s another chapter in our history, further positioning us as a leading force in serving distinct customer segments through leading fashion, value prices, and excellent customer experiences:

• dressbarn — offering casual, career, and special occasion fashion apparel and accessories for women ages 35-55.

• maurices — offering casual and career apparel, and accessories to the fashion ‐ conscious woman, ages 17-34.

• Justice — offering the hottest fashions and accessories for tween girls ages 7-14.

• Charming — offering fashion and fit in women’s plus ‐ size apparel for women, ages 25-60+.

The strategic fit of these brands into our enterprise is excellent. Let’s take a closer look:

• With over 100 years of history, and as a leader in the plus ‐ size market, Lane Bryant and Cacique cater to plus ‐ size women. They offer fashion, fit, and value in apparel and intimates, as well as footwear, accessories and jewelry. They strive to help women look, feel, and be their best. Their commitment to serving women wearing plus ‐ sizes is nationally recognized and embraced by their loyal customers.

• Through extended size offerings and classic styling with an emphasis on fit and comfort, the Catherines customer enjoys a store she knows and trusts, classic clothes, and a well ‐ organized environment that makes her feel special.

• Fashion Bug offers casual and work apparel at bargain prices. Charming’s management has previously announced their intent to sell this business. We will review our options and the previous plans of Charming Shoppes before choosing a future direction for this segment.

• Figi’s is a direct ‐ to ‐ consumer food and specialty gift catalog and online company. It is a different type of business from our other brands. With a good business model and compelling market opportunity, it operates independently with a dedicated infrastructure. Given those variables, we are exploring all our alternatives.

We will continue to grow ascena with a focus on uniting powerful retailers — retailers with great fashion, great prices, and a tremendous focus on the customer.

Charming Shoppes’ market position, accomplishments, and business model align with our strategic vision, making for a strong addition to our portfolio. After this acquisition is completed, we will be among the largest specialty retailers.

Together, our ascena footprint will include:

• Over 4,400 locations (dressbarn, maurices, Justice, Lane Bryant/Cacique, Catherines, Fashion Bug)

• 54,000 associates

We respect the management team at Charming Shoppes. Their hard work has improved their market positions. We look forward to partnering with them in continuing to grow and develop these strong businesses. Over the short ‐ term, we will work to drive productivity and efficiency across all of our brands, while investigating ways to integrate the shared service group at Charming Shoppes.

This acquisition will have no direct impact on our existing brands — our focus at dressbarn, Justice, and maurices remains the same: growing our business by providing the right fashion at compelling values with a differentiated customer experience.

This merger will be our largest acquisition to date. That’s why we’re committed to moving forward with a spirit of cooperation, understanding, trust, and respect — all of which are important in achieving an effective, timely, and comprehensive integration process.

You will receive ongoing updates as details unfold. We anticipate that this announcement will trigger outside interest. Please refer any inquiries to Armand Correia at 845-369-4600.

Please join me in welcoming our newest members into the family.

On Wednesday, I will meet with Charming Shoppes associates in Bensalem, near Philadelphia. Later that day, I’ll be in Columbus to visit with Lane Bryant associates. I’ll be sharing the ascena story and walking them through the impressive results we’ve all accomplished.

Thursday morning I will visit Justice to give associates an update, and then return to Suffern to share the news with dressbarn and maurices associates via videoconference. It will be a great way to celebrate the good news across our company. There will also be call in number available for field and overseas associates (details to follow).

Thank you for your continued dedication and hard work. I sincerely appreciate each and every one of you.

Let’s remain focused on providing our customers with the most current fashions at a great value, helping her look and feel her very best along the way, and most of all, helping women and girls to feel good about themselves!

Sincerely,

EX-99.3

Exhibit 99.3

David Jaffe

President & CEO

Our Business Model

Our History

1962:   
began

2011: We become  
            

2009:
partnership begins

2005:                   joins
the family

1983:   becomes
a public company

2012: We welcome



to the family

Common Threads

We love to learn.

We consider “giving back” a responsibility.

We are customer-obsessed.

We have fun!

Our Brands

Our Valuesare at the “heart”of everything we do.

be driven. perform high, set goals, achieve results.

be creative.
encourage innovation, leverage new ideas.

be ethical.
always do the right thing.

be balanced.
have fun, enjoy life, take care of you.

be focused.
customer first — in everything we do.

0%

5.0%

10.0%

15.0%

20.0%

Justice Market Share

Tween girls 7-12 apparel market, 12 ME Dec 11, 10

Source – NPD Group

Dotted line represents 2010 Market Share

(110 bps)

40 bps

140 bps

50 bps

(10 bps)

(80 bps)

20 bps

2011

13.9%

10.6%

10.4%

7.9%

6.1%

4.5%

3.3%

2010

15.0%

10.2%

9.0%

7.4%

6.2%

5.3%

3.1%

Justice Peer Group Comp Sales

9%

3%

2%

2%

Flat

1%

(3%)

(3%)

(4%)

Justice

TGT

GYMB

JCP

KSS

WMT

Old Navy

Gap

PLCE

-4%

-2%

0%

2%

4%

6%

8%

10%

Twelve Months Ended January 2012

Justice Locations

917 Stores in 46 States, Puerto Rico & Canada

National presence in medium to large markets

1,100 store potential

65 new stores planned in FY12

Justice Merchandise Mix

Mix

Fashion Level

Our Vision:

Simply the best hometown specialty store.

Customer Obsession

Teamwork & Collaboration

Leadership at all Levels

Accountability

Continuous Learning

Mind the Bottom Line

Our Values:

maurices Peer Group Comp Sales

9%

7%

6%

2%

2%

(3%)

(4%)

(8%)

1%

2%

maurices Locations

803 Stores in 44 States

Small market focus:

25K to 150K population

1,100 store potential

60 new stores planned in FY12

maurices Merchandise Mix

Lifestyle

Fashion Level

maurices Customer Demographics

Age: 17 – 34

Life Stage: Ranges from

school, to work, to family

Single, married, young
moms

Mostly employed

HH Income: $55K+

Our Mission

Inspiring Women to

Look and Feel

Beautiful

Our Values

dressbarn Peer Group Comp Sales

8%

7%

5%

4%

4%

2%

(8%)

(3%)

(22%)

(2%)

1%

(1%)

2%

825 Stores in 47 States

National presence in medium to large markets

1,000 store potential

22 new stores planned in FY12

dressbarn Locations

dressbarn Merchandise Mix

Lifestyle

Fashion Level

dressbarn Customer Demographics

Age: 35 - 55

Life Stage: Balancing
work & family

Mostly married with
children

Mostly employed

HH Income: $65+
married/partner

Consistent Performance

Quarterly Comps

Historic Net Income Performance

10-Year Net Income (Non-GAAP)

$M

Justice
Merger

maurices

Merger

2 for 1 Stock Split

March 31, 2006

$47.95 pre-split

2 for 1 Stock Split

May 31, 2002

$31.65 pre-split

*$100 invested on 8/1/01 in stock or 7/31/01 in index, including reinvestment of dividends.  Indexes calculated on month-end basis.

Stock Performance

10-Year Cumulative Total Returns*

Our Intent

Develop even greater efficiency by integrating
shared service areas where possible.

Keep people engaged through the transition
process.

Transparency in communication

Involvement in integration plans

Manage this change well-beyond the closing.

Respect each individual in this process.

Questions?

?