-----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, EypnREWuh5yOF9oCqsHopCXowIHYpgaT8lXvCDl/LTCdA2hK1BJ6nbbpAS5rohE8 RhkX5uxGZSmSGUlOt21VrA== /in/edgar/work/20000613/0000874016-00-000007/0000874016-00-000007.txt : 20000919 0000874016-00-000007.hdr.sgml : 20000919 ACCESSION NUMBER: 0000874016-00-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000612 ITEM INFORMATION: FILED AS OF DATE: 20000613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JONES APPAREL GROUP INC CENTRAL INDEX KEY: 0000874016 STANDARD INDUSTRIAL CLASSIFICATION: [2330 ] IRS NUMBER: 060935166 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10746 FILM NUMBER: 653983 BUSINESS ADDRESS: STREET 1: 250 RITTENHOUSE CIRCLE STREET 2: KEYSTONE PK CITY: BRISTOL STATE: PA ZIP: 19007 BUSINESS PHONE: 2157854000 MAIL ADDRESS: STREET 1: 250 RITTENHOUSE CIRCLE CITY: BRISTOL STATE: PA ZIP: 19007 8-K 1 0001.txt CURRENT REPORT =========================================================================== 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 12, 2000 ----------------------------------------------------- Jones Apparel Group, Inc. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 1-10746 06-0935166 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 250 Rittenhouse Circle, Bristol, Pennsylvania 19007 (Address of principal executive offices) (Zip Code) (215) 785-4000 (Registrant's telephone number, including area code) =========================================================================== 2 Item 5. Other Events On June 12, 2000, the registrant issued a press release announcing that it had signed a letter of intent on that date to purchase 100% of the issued and outstanding capital stock of Victoria + CO LTD., a privately- held corporation ("Victoria"). Victoria is a leading designer and marketer of branded and private label costume jewelry. If the acquisition is consummated, the purchase price payable to the stockholders of Victoria would be payable in cash in the amount of $90 million less the amount of Victoria's funded debt. The registrant would assume or refinance the approximately $65 million of funded debt. In addition, the stockholders of Victoria would be entitled to receive future payments in the form of cash and common stock of the registrant, if certain earnings targets are met in 2001, 2002 and 2003. A copy of the press release is filed herewith as Exhibit 20.1. Item 7. Exhibits 20.1 Press Release of the Registrant dated June 12, 2000. - 2 - 3 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. JONES APPAREL GROUP, INC. (Registrant) By: /s/ Wesley R. Card -------------------- Wesley R. Card Chief Financial Officer Date: June 13, 2000 - 3 - 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- --------------------------------------------------- 20.1 Press Release of the Registrant dated June 12, 2000 - 4 - EX-20.1 2 0002.txt FOR IMMEDIATE RELEASE Jones Apparel Group, Inc. Contacts: Wesley R. Card, Chief Financial Officer Anita Britt, Vice President Finance and Investor Relations (215) 785-4000 JONES APPAREL GROUP, INC. ANNOUNCES THAT IT HAS SIGNED A LETTER OF INTENT TO PURCHASE VICTORIA + CO LTD New York, New York -- June 12, 2000 -- Jones Apparel Group, Inc. (NYSE:JNY) announced that it has signed a letter of intent to purchase 100% of the equity of Victoria + Co Ltd., ("Victoria"), a privately held company owned by Robert Andreoli, Chairman, and several equity partners. Victoria is a leading designer and marketer of branded and private label costume jewelry sold to fine department and specialty stores. Victoria markets its products under the national brand names Napier and Richelieu, and under several licensed brands including Nine West, Tommy Hilfiger, and Givenchy, as well as numerous private label brand names. Retail price points for its products range from $7 to $250. Jones Apparel Group will purchase the Company for $90 million including approximately $65 million of assumed debt. There is a potential for additional future payments based on Victoria's operating performance. Sidney Kimmel, Chairman of Jones Apparel Group, stated, "We believe this combination offers us a tremendous opportunity. The addition of branded costume jewelry to our existing product offerings of apparel, footwear and accessories, provides a new dimension to our corporate strategy of offering our customer complete head to toe dressing, with trusted brand names. We have great respect for the businesses which Victoria has developed within the department store and specialty store channels, and look forward to capitalizing on the strengths and talents of our combined companies to maximize future growth and profitability." Wesley R. Card, Chief Financial Officer of Jones Apparel Group, added, "Victoria is a company which fits well into our corporate profile; it holds commanding marketshare positions within the distribution channels in which it operates, its products target a wide audience of consumers by gender, age and income level, and, very importantly, it markets its products under numerous nationally recognized brand names. This acquisition will provide a new, integral business to complement our existing businesses and also provide further balance in our product mix." Robert Andreoli, Chairman of Victoria, commented, "We welcome the opportunity to join an industry leader such as the Jones Apparel Group. We believe this merger provides us with an infinite number of opportunities, given Jones Apparel's outstanding portfolio of brand names, coupled with our expertise in the costume jewelry business." Jones Apparel Group, Inc. (www.jny.com) is a leading designer and marketer of branded apparel, footwear and accessories. The Company's nationally recognized brands include: Jones New York; Lauren by Ralph Lauren, Ralph by Ralph Lauren, and Polo Jeans Company, which are licensed from Polo Ralph Lauren; Evan-Picone, Rena Rowan, Todd Oldham, Nine West, Easy Spirit, Enzo Angiolini and Bandolino. As the Company celebrates its 30th anniversary, it has built a reputation for excellence in product quality and value, and in operational execution. Certain statements herein are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements represent the Company's expectations or beliefs concerning future events that involve risks and uncertainties, including the strength of the economy and the overall level of consumer spending, the performance of the Company's products within the prevailing retail environment, and other factors which are set forth in the Company's 1999 Form 10-K and in all filings with the SEC made by the Company subsequent to the filing of the Form 10-K. The Company does not undertake to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise. # # # -----END PRIVACY-ENHANCED MESSAGE-----