-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A/+BNzAlzZvxsRkoFA1BlyoIFyLXr0L5Pvifi69hGarAFMkQF71GgH4KkOMQF5mi SEsd0oRD8jhRxvlICmlRYQ== 0000874016-97-000002.txt : 19970409 0000874016-97-000002.hdr.sgml : 19970409 ACCESSION NUMBER: 0000874016-97-000002 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970521 FILED AS OF DATE: 19970408 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: JONES APPAREL GROUP INC CENTRAL INDEX KEY: 0000874016 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 060935166 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10746 FILM NUMBER: 97576143 BUSINESS ADDRESS: STREET 1: 250 RITTENHOUSE CIRCLE CITY: BRISTOL STATE: PA ZIP: 19007 BUSINESS PHONE: 2157854000 MAIL ADDRESS: STREET 1: 250 RITTENHOUSE CIRCLE CITY: BRISTOL STATE: PA ZIP: 19007 DEF 14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12 Jones Apparel Group, Inc. ------------------------------------------------------------------------ (Name of Registrant as Specified in its Charter) ------------------------------------------------------------------------ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies ____________________________________________________________________ (2) Aggregate number of securities to which transaction applies: ____________________________________________________________________ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ____________________________________________________________________ (4) Proposed maximum aggregate value of transaction: ____________________________________________________________________ (5) Total fee paid: ____________________________________________________________________ [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ___________________________________________ (2) Form, Schedule or Registration Statement No.: _____________________ (3) Filing Party: _____________________________________________________ (4) Date Filed: _______________________________________________________ JONES APPAREL GROUP, INC. _________________ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 21, 1997 NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Jones Apparel Group, Inc. will be held on May 21, 1997 at 10:00 a.m. at 270 Park Avenue, 11th floor, Conference Room C, New York, New York for the purpose of considering and voting upon: 1. The election of directors; 2. Ratification of selection of BDO Seidman, LLP as the Company's independent certified public accountants for 1997; 3. Such other business as may properly come before the meeting. The close of business on March 27, 1997 has been fixed as the record date for determining the stockholders entitled to notice of and to vote at this meeting and any adjournment thereof. Please promptly date, sign and mail the enclosed proxy using the enclosed addressed envelope, which needs no postage if mailed within the United States. By Order of the Board of Directors Sidney Kimmel Chairman Dated: April 8, 1997 1 PROXY STATEMENT JONES APPAREL GROUP, INC. 250 Rittenhouse Circle Keystone Park Bristol, PA 19007 ANNUAL MEETING OF STOCKHOLDERS This proxy statement is furnished to stockholders in connection with the solicitation by the Board of Directors of Jones Apparel Group, Inc. (the "Company") of proxies to be voted at the Annual Meeting of Stockholders of the Company to be held on May 21, 1997 at 10:00 a.m. at 270 Park Avenue, 11th floor, Conference Room C, New York, New York, and at any adjournment thereof. This proxy statement and the proxies solicited hereby are first being sent or delivered to stockholders on or about April 11, 1997. The Company's Annual Report (including financial statements) to its Stockholders for the year ended December 31, 1996 accompanies this proxy statement. Voting The proxy may be revoked by the stockholder at any time prior to its use by voting in person at the Annual Meeting, by executing a later proxy, or by submitting a written notice of revocation to the Secretary of the Company at the Company's office or at the Annual Meeting. If the proxy is signed properly by the stockholder and is not revoked, it will be voted at the meeting. If a stockholder specifies how the proxy is to be voted, the proxy will be voted in accordance with such specification. Otherwise the proxy will be voted in the manner specified on the enclosed proxy. At the close of business on March 27, 1997, 52,165,060 shares of the Company's Common Stock, $.01 par value, were outstanding and eligible for voting at the meeting. Each stockholder of record is entitled to one vote for each share held on all matters to come before the meeting. Only stockholders of record at the close of business on March 27, 1997 are entitled to notice of and to vote at the meeting. Security Ownership of Certain Beneficial Owners The information contained herein has been obtained from the Company's records, or from information furnished directly by the individual or entity to the Company. Set forth below is information as of March 20, 1997 pertaining to ownership of the Company's Common Stock, determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, by persons known to the Company to own 5% or more of the Company's Common Stock. Number of Percentage Name and Address Shares Owned of Class - ------------------------------------ ------------ ---------- Sidney Kimmel c/o Jones Apparel Group, Inc. 250 Rittenhouse Circle, Keystone Park Bristol, PA 19007 12,099,750 23% - 1 - 2 Set forth below is information as of March 20, 1997 with respect to the beneficial ownership of the Company's Common Stock by (a) each of the directors and nominees for director of the Company, (b) the executive officers of the Company named in the Summary Compensation Table on page 5 (the "Named Executive Officers") and (c) all directors and executive officers of the Company, as a group.
Number of Percentage Name Shares Owned of Class - ------------------------ ------------- ---------- Sidney Kimmel 12,099,750 23% Herbert J. Goodfriend 85,864 * Jackwyn Nemerov 43,000 * Irwin Samelman 150,000 * Geraldine Stutz 16,000 * Howard Gittis 2,000 * Wesley R. Card 32,800 * Gary R. Klocek 2,000 * All Directors and Officers as a group (8 persons) 12,431,414 24%
___________________ * Less than one percent. Includes 23,970 shares issuable upon exercise of currently exercisable options. Includes 42,000 shares issuable upon exercise of currently exercisable options. Includes 32,000 shares issuable upon exercise of currently exercisable options. Includes 2,000 shares issuable upon exercise of currently exercisable options. Election of Directors In accordance with the by-laws, the Company's Board of Directors has fixed the number of directors which comprise the Board of Directors at five directors. The Company's Board of Directors has nominated five persons to be elected at the Annual Meeting to serve as directors of the Company until the next annual meeting of stockholders and until their respective successors shall have been elected and shall have qualified. All of the nominees currently serve as directors of the Company. It is the intention of the persons named in the proxy to vote for the election of the persons named below. If any nominee is unable or unwilling to serve, which the Board of Directors does not anticipate, the persons named in the proxy will vote for another person in accordance with their judgment. The following information is supplied with respect to each person nominated and recommended to be elected by the Board of Directors of the Company and is based upon the records of the Company and information furnished to it by the nominees. Reference is made to "Security Ownership of Certain Beneficial Owners" for information pertaining to stock ownership by the nominees. - 2 - 3
Other Positions with the Company and Has served as Name Age Principal Occupation director since - --------------------- --- ----------------------------- -------------- Sidney Kimmel 69 Chairman 1975 Herbert J. Goodfriend 70 Vice Chairman 1991 Irwin Samelman 66 Executive Vice President, 1991 Marketing Geraldine Stutz 68 Principal Partner, Panache 1991 Productions Howard Gittis 63 Vice Chairman and Chief 1992 Administrative Officer of MacAndrews & Forbes Holdings Inc.
Mr. Kimmel founded the Jones Apparel Division of W.R. Grace & Co. in 1970. Mr. Kimmel has served as Chairman since 1975. Prior to 1975, Mr. Kimmel occupied various executive offices, including President of Jones New York and Vice President of John Meyer of Norwich. Prior to founding Jones, Mr. Kimmel was employed by W.R. Grace & Co. and was President of Villager, Inc., a sportswear company. Mr. Goodfriend joined the Company in 1990 after serving as the Company's legal counsel for the previous three years and has served as a director since July 1991. Before joining the Company, Mr. Goodfriend served as a director of Villager, Inc. and Venice Industries, Inc. In addition, Mr. Goodfriend is engaged in the practice of law and is of counsel to the firm Phillips Nizer Benjamin Krim & Ballon LLP, which provides legal services for the Company. Mr. Samelman has been Executive Vice President, Marketing of the Company since 1991 and has served as a director since July 1991. In addition, from 1987 to 1991, Mr. Samelman provided marketing consulting services to the Company through Samelman Associates, Inc., a private consulting company controlled by him. Prior thereto, Mr. Samelman was Regional Marketing Manager of Russ Togs, Inc. and Vice President of Villager, Inc. Ms. Stutz has been a director of the Company since July 1991. Since 1993, Ms. Stutz has been a principal partner of Panache Productions, a fashion and marketing service. During the previous five years, she was Publisher of Panache Press at Random House, a book publisher. From 1960 until 1986, Ms. Stutz was President of Henri Bendel. Ms. Stutz serves on the Board of Directors of Tiffany & Co., The Theatre Development Fund and The Actors' Fund. Mr. Gittis has been a director of the Company since April 1992. During the past five years, Mr. Gittis' principal occupation has been Director and Vice Chairman of MacAndrews & Forbes Holdings Inc., a diversified holding company. In addition, Mr. Gittis is a director of Andrews Group Incorporated, California Federal Bank, a Federal Savings Bank, Consolidated Cigar Corporation, Consolidated Cigar Holdings Inc., First Nationwide Holdings Inc., First Nationwide (Parent) Holdings Inc., Loral Space and Communications Ltd., Mafco Consolidated Group Inc., Pneumo Abex Corporation, Power Control Technologies, Inc., Revlon, - 3 - 4 Inc., Revlon Consumer Products Corporation, Revlon Worldwide Corporation and Rutherford-Moran Oil Corporation. During fiscal 1996, the Board of Directors held three meetings and took action by written consent on two occasions. All incumbent directors attended at least 75% of the total number of meetings of the Board of Directors and of the Committees of the Board on which they served. Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors, executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities to file with the Securities and Exchange Commission (the "SEC") initial reports of ownership (Form 3) and reports of changes in ownership (Forms 4 and 5) of Common Stock of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on a review of the copies of such reports furnished to the Company, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners have been complied with for the year ended December 31, 1996. Committees of the Board of Directors The Board of Directors has an Audit Committee, a Stock Option Committee and a Compensation Committee. The members of each committee are appointed by the Board of Directors for a term beginning with the first regular meeting of the Board of Directors following the Annual Meeting and until their respective successors are elected and qualified. Audit Committee. The Board of Directors appointed an Audit Committee consisting of Ms. Stutz and Mr. Gittis. The Audit Committee meets periodically to review and make recommendations with respect to the Company's internal controls and financial reports, and in connection with such reviews, has met with appropriate Company financial personnel and the Company's independent certified public accountants. The Committee met two times in 1996. Stock Option Committee. The Stock Option Committee, consisting of Mr. Gittis and Ms. Stutz, administers the 1991 and 1996 Stock Option Plans. The Committee met one time in 1996 and took action by written consent on four occasions in 1996. Mr. Gittis and Ms. Stutz are "non-employee directors" (within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934). Compensation Committee. The Compensation Committee, consisting of Ms. Stutz and Mr. Gittis, determines the cash and other incentive compensation, if any, to be paid to the Company's executive officers. The Committee met two times in 1996. Compensation Committee Interlocks and Insider Participation The members of the Compensation Committee during 1996 were Ms. Stutz and Mr. Gittis, both nonemployee directors. No member of the Compensation Committee has a relationship that would constitute an interlocking relationship with executive officers or other directors of the Company. The members of the Stock Option Committee during 1996 were Mr. Kimmel, Chairman of the Company, and Mr. Gittis until October 22, 1996, and Mr. Gittis and Ms. Stutz thereafter. - 4 - 5 The Company's principal office, warehousing and distribution facilities are located in a 403,000 square foot free-standing building located in Bristol, Pennsylvania which is leased from a partnership equally owned by Mr. Kimmel and an unrelated third party who was formerly a 50% stockholder in the Company. The triple net lease expires in 1998. The current base rent is $1,000,000 per year. The Company believes that the lease terms are at least as favorable as those which could otherwise be negotiated with an independent third party. Executive Compensation Summary of Compensation in 1994, 1995 and 1996 The following summary compensation table sets forth information concerning compensation for services in all capacities for the Company's Chairman and the four other most highly compensated executive officers of the Company during the three years ended December 31, 1996. SUMMARY COMPENSATION TABLE
Long-term Compensation Annual Compensation Awards ----------------------------------- ---------- Other All Annual Other Name and Compen- Options Compen- Principal Position Year Salary Bonus sation (shares) sation - --------------------- ---- -------- --------- ---------- ------------ ---------- Sidney Kimmel 1996 $750,000 $ - $ - - $2,763 Chairman 1995 750,000 - - - 1,500 1994 750,000 - - - 2,305 Herbert J. Goodfriend 1996 543,750 75,000 8,794 100,000 3,048 Vice Chairman 1995 600,000 60,000 8,394 - 1,500 1994 600,000 - 8,394 - 2,305 Irwin Samelman 1996 500,000 150,000 - 100,000 3,048 Executive Vice 1995 500,000 125,000 - - 1,500 President, Marketing 1994 450,000 - - - 2,305 Wesley R. Card 1996 300,000 100,000 7,200 100,000 3,056 Chief Financial Officer 1995 300,000 85,000 7,200 - 1,500 1994 250,000 - 7,200 160,000 2,305 Gary R. Klocek 1996 119,667 14,000 5,000 15,000 3,432 Controller 1995 112,334 14,000 5,000 - 1,934 1994 108,500 12,000 5,000 10,000 1,784 __________________
Annual bonus amounts are reported for the year earned and accrued regardless of the timing of the actual payment. These amounts are allowances for the employee's purchase or lease of personal automobiles. Adjusted to reflect 2-for-1 stock split effective October 2, 1996. These amounts represent contributions by the Company to the Jones Apparel Group, Inc. Retirement Plan on behalf of the named individuals. - 5 - 6 Stock Options Stock option exercises by the Named Executive Officers during 1996, as well as the number and total value of unexercised "in-the-money" options at December 31, 1996, are as follows: AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES
Value of Number of Unexercised Unexercised In-the-Money Shares Options at Options at Acquired December 31, 1996 (#) December 31, 1996 ($) on Value Name Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable - --------------------- ----------- ----------- ------------------------- ------------------------- Sidney Kimmel - - - / - - / - Herbert J. Goodfriend 107,430 1,960,410 54,750 / 150,000 1,371,071 / 2,593,750 Irwin Samelman 162,000 2,311,125 - / 150,000 - / 2,593,750 Wesley R. Card 52,000 1,137,118 12,000 / 196,000 299,250 / 3,707,050 Gary R. Klocek 10,000 174,375 2,000 / 21,000 49,875 / 350,250
The following table sets forth the details of stock options granted to the Named Executive Officers during 1996. The table shows, among other data, hypothetical potential gains from stock options granted based entirely on assumed growth rates of 5% and 10% in the value of the Company's stock price over the ten-year life of the options. The assumed rates of growth were selected by the Securities and Exchange Commission for illustration purposes only and are not intended to predict future stock prices, which will depend on market conditions and the Company's future performance and prospects. All options were granted under the Company's 1991 Stock Option Plan. OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable Value at Assumed Annual Rates of Stock Appreciation Individual Grants for Option Term -------------------------------------------------- ------------------------ % of Total Number of Options Granted Expir- At 5% At 10% Options to Employees Price ation Annual Annual Name Granted in Fiscal Year $/Share Date Growth Rate Growth Rate - ----------------------- ---------- --------------- ------- -------- ----------- ----------- Sidney Kimmel - - - - - - Herbert J. Goodfriend 100,000 4.6% $24.00 07/22/06 $1,509,000 $3,825,000 Irwin Samelman 100,000 4.6% $24.00 07/22/06 $1,509,000 $3,825,000 Wesley R. Card 100,000 4.6% $24.00 07/22/06 $1,509,000 $3,825,000 Gary R. Klocek 15,000 0.7% $24.00 07/22/06 $226,000 $574,000
___________________ The options vest and become exercisable on a cumulative basis as to 20% of the shares subject to options in each of the years commencing July 22, 1997 until July 22, 2001 and thereafter are exercisable until the tenth anniversary of the date of grant. - 6 - 7 Compensation Committee and Stock Option Committee Reports on Executive Compensation General. The Compensation Committee was established in February 1993. The Company's compensation plans under which its executive officers have been compensated for services rendered during 1996 were in place prior to the establishment of the present compensation committee. These policies evolved over the years when the Company operated as a private company, prior to an initial public stock offering in May 1991. At the time of the initial public stock offering, the Chairman's compensation level was reviewed and compared to officers of other publicly held apparel companies, and has been adjusted since that time. On January 1, 1997, Mr. Kimmel's salary was adjusted to $850,000. Compensation Philosophy. The Compensation Committee's executive compensation philosophy is to provide competitive levels of compensation, integrate management pay with the achievement of the Company's annual and long-term performance goals, reward above average corporate performance, recognize individual initiative and achievement, and assist the Company in attracting and retaining qualified management. Management compensation is intended to be set at levels that the Compensation Committee believes is consistent with others in the Company's industry and gives special emphasis to the need for the best creative talent available in product related positions. In determining what are competitive levels of compensation, the Committee reviewed the salary and bonus levels of other publicly traded apparel companies which were considered comparable to the Company either in their size or type of operations. The Committee has targeted the base salary of Company executives at the median to high range of the surveyed companies. Base Salaries. Base salaries for the Company's executive officers have been established with reference to amounts paid by the Company's competitors for key managerial and creative talent. Annual Bonuses. The Company has a bonus program for its executive officers under which cash bonuses are awarded by the Compensation Committee on a subjective basis, considering individual job performance, the level of bonuses paid by competitors, the level of base compensation and incentive stock options awarded, and the overall performance of the Company (with primary emphasis on sales and net earnings per share), with no specific weighing of the individual factors. Mr. Kimmel has not participated in the bonus program. Stock Option Grants. The Stock Option Committee awards stock options to the Company's executive officers in order to link the long-term interest of such persons and the Company's Stockholders and assist in the retention of such executives. Mr. Kimmel has not participated in the stock option program. Tax Considerations. The Omnibus Budget Reconciliation Act of 1993 imposes a limit, with certain exceptions, on the amount that a publicly held corporation may deduct in any year for the compensation paid or accrued with respect to its five most highly compensated officers. While the Committee cannot predict with certainty how the Company's compensation might be affected, the Committee intends to try to preserve the tax deductibility of all executive compensation while maintaining the Company's compensation program as described in this report. Compensation and Stock Option Committees: Geraldine Stutz, Howard Gittis March 27, 1997 - 7 - 8 Comparative Performance by the Company The Securities and Exchange Commission requires the Company to present a chart comparing the cumulative total stockholder return on its Common Stock with the cumulative total stockholder return of (i) a broad equity market index and (ii) a published industry index or peer group. This chart compares the Common Stock with the S&P 500 Composite Index and the S&P Textile Apparel Manufacturers Index, and assumes an investment of $100 on December 31, 1991 in each of the Common Stock, the stocks comprising the S&P 500 Composite Index and the stocks comprising the S&P Textile Apparel Manufacturers Index. [GRAPH] COMPARISON OF CUMULATIVE TOTAL RETURN
Measurement Period Jones S&P Textile (Fiscal Year Covered) Apparel Group S&P 500 Manufacturers - --------------------- ------------- ------- ------------- 1991 100.00 100.00 100.00 1992 129.23 107.62 106.45 1993 101.27 118.46 80.48 1994 87.29 120.03 78.83 1995 133.47 165.13 88.53 1996 253.39 203.05 121.63
_________________ The total return for each of the Company's Common Stock, the S&P 500 and the S&P Textile Apparel Manufacturers assumes an investment of $100 on December 31, 1991 and the reinvestment of dividends (although dividends have not been declared on the Company's Common Stock) and is based on market capitalization. Employment and Compensation Arrangements In 1996, the Company and Herbert J. Goodfriend, Vice Chairman of the Company, entered into an agreement under which, at such time as his employment with the Company is terminated, Mr. Goodfriend will serve as a consultant to the Company for a five-year period, for an annual fee of $300,000. The Company has an agreement with Wesley R. Card, its Chief Financial Officer, pursuant to which Mr. Card would be eligible to receive up to 12 months of salary continuation were the Company to terminate his employment other than for willful misconduct or fraud. - 8 - 9 Compensation of Directors Prior to February 11, 1997, each director who was not a full-time employee of the Company received an annual retainer of $20,000 for services as a director plus $1,500 for each board and separate committee meeting attended during the year. Effective February 11, 1997, each director who is not a full-time employee of the Company will receive an annual grant of options to purchase 1,000 shares of the Company's common stock at an exercise price of $1.00 per share. Each option will expire on the tenth anniversary of its date of grant, and will be exercisable commencing six months from the date of grant, in whole or in part, during the exercise period. Certain Transactions Herbert J. Goodfriend, the Vice Chairman of the Company, is of counsel to the law firm Phillips Nizer Benjamin Krim & Ballon LLP, which currently performs legal services for the Company. During 1996, Phillips Nizer Benjamin Krim & Ballon LLP received $38,201 in legal fees from the Company. Mr. Goodfriend does not participate in any way in such fees. For additional information concerning Certain Transactions, see "Compensation Committee Interlocks and Insider Participation" above. Independent Certified Public Accountants BDO Seidman, LLP have been the independent certified public accountants of the Company during the fiscal year most recently completed and have been selected, subject to ratification by the stockholders of the Company at the Annual Meeting, as the Company's independent certified public accountants for the current fiscal year. BDO Seidman, LLP has served as the Company's independent accountants for more than the past five years and is, therefore, familiar with the affairs and financial procedures of the Company. A representative of BDO Seidman, LLP will be present at the Annual Meeting, with an opportunity to make a statement if he desires to do so, and will be available to respond to appropriate questions. If the selection of BDO Seidman, LLP is not ratified, or prior to the next annual meeting of stockholders such firm shall decline to act or otherwise become incapable of acting, or if its employment shall be otherwise discontinued by the Board of Directors, the Board of Directors will appoint other independent certified public accountants whose employment for any period subsequent to the next annual meeting will be subject to stockholder approval at such meeting. Submission of Stockholder Proposals Any stockholder desiring to submit a proposal for action at the next Annual Meeting of Stockholders which the stockholder desires to be presented in the Company's Proxy Statement with respect to such meeting should submit such proposals to the Company at its principal place of business no later than December 9, 1997. Voting Matters Under the rules of the Securities and Exchange Commission, boxes and a designated blank space are provided on the proxy card for stockholders to mark if they wish either to vote "for," "against" or "abstain" with respect to the proposal for the ratification of the selection of BDO Seidman, LLP as the Company's independent certified public accountants for 1997, or to vote in favor or withhold authority to vote for one or more of the Company's nominees for director. Pennsylvania law and the Company's by-laws require the presence of a quorum for the annual meeting, defined herein as the presence of stockholders entitled to cast - 9 - 10 at least a majority of the votes that all stockholders are entitled to cast on a particular matter to be acted upon at the meeting. Votes withheld from director nominees and abstentions will be counted in determining whether a quorum has been reached. Broker non-votes (described below) are not counted for quorum purposes. Assuming a quorum has been reached, a determination must be made as to the results of the vote on each matter submitted for stockholder approval. The selection of the Company's independent public accountants must be approved by a majority of the votes cast on this matter. Abstentions and broker non-votes are not counted in determining the number of votes cast in connection with the selection of independent public accountants. Director nominees must receive a plurality of the votes cast at the meeting, which means that a broker non-vote or a vote withheld from a particular nominee or nominees will not affect the outcome of the meeting. A broker non-vote is the failure of a broker to vote shares which are held of record by the broker on behalf of a client on a particular matter for lack of instructions from the client when such instructions are required by New York Stock Exchange Rules. Other Matters The Board of Directors is not aware of any business constituting a proper subject for action by the stockholders to be presented at the meeting other than those set forth in this Proxy Statement. However, if any such matter should properly come before the meeting, the persons named in the enclosed proxy intend to vote such proxy in accordance with their best judgment. The proxies named in the enclosed form of proxy and their substitutes will vote the shares represented by the enclosed form of proxy, if the proxy appears to be valid on its face and, where a choice is specified on the form of proxy, the shares will be voted in accordance with each specification so made. THE COMPANY'S 1996 FORM 10-K ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION, EXCLUSIVE OF EXHIBITS, WILL BE MAILED WITHOUT CHARGE TO ANY STOCKHOLDER ENTITLED TO VOTE AT THE MEETING, UPON WRITTEN REQUEST TO: JONES APPAREL GROUP, INC., 250 RITTENHOUSE CIRCLE, KEYSTONE PARK, BRISTOL, PENNSYLVANIA 19007; ATTN: WESLEY R. CARD. In addition to soliciting proxies by mail, the Company may make requests for proxies by telephone, telegraph or messenger or by personal solicitation by officers, directors, or employees of the Company, or by any one or more of the foregoing means. The Company will also reimburse brokerage firms and other nominees for their actual out-of-pocket expenses in forwarding proxy material to beneficial owners of the Company's shares. All expenses in connection with such solicitation are to be paid by the Company. By Order of the Board of Directors Sidney Kimmel Chairman Dated: April 8, 1997 - 10 - 11 [FRONT SIDE] PROXY JONES APPAREL GROUP, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Sidney Kimmel, Herbert J. Goodfriend and Wesley R. Card, and each of them, each with full power to act without the other, and with full power of substitution, the attorneys and proxies of the undersigned and hereby authorizes them to represent and to vote, all the shares of Common Stock of Jones Apparel Group, Inc. that the undersigned would be entitled to vote, if personally present, at the Annual Meeting of Stockholders to be held on May 21, 1997 or any adjournment thereof, upon such business as may properly come before the meeting, including the items set forth on the reverse side. (Continued, and to be marked, dated and signed, on the other side) - 11 - 13 [REVERSE SIDE] THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE Please mark MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. your votes IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR as indicated PROPOSALS 1 AND 2. in this example [X] 1. ELECTION OF DIRECTORS NOMINEES: Sidney Kimmel, Herbert J. Goodfriend, Irwin Samelman, Geraldine Stutz & FOR all WITHHOLD Howard Gittis nominees AUTHORITY listed to to vote INSTRUCTION: To withhold authority to vote for the right for all any individual nominee, write that (except as nominees nominee's name in the space provided marked to listed to below. the contrary) the right [ ] [ ] _____________________________________ 2. Ratification of BDO Seidman, LLP 3. In their discretion, the Proxies are as the independent certified public authorized to vote upon such other accountants of the corporation. business as may properly come before the meeting. FOR AGAINST ABSTAIN [ ] [ ] [ ] Please sign exactly as the name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. Dated: __________________________, 1997 _______________________________________ Signature _______________________________________ Signature if held jointly (PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE) - 12 - -----END PRIVACY-ENHANCED MESSAGE-----