-----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, D5khJJidzsRFezyO7mqcJVHGDbJfbEQq8heY10UN8Mkz/eYaUfSQLYCmHGL4/S0p CkbkilvuVEXmkjY4HfkcWQ== 0000874016-09-000013.txt : 20090415 0000874016-09-000013.hdr.sgml : 20090415 20090415162424 ACCESSION NUMBER: 0000874016-09-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090415 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090415 DATE AS OF CHANGE: 20090415 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10746 FILM NUMBER: 09751352 BUSINESS ADDRESS: STREET 1: 1411 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2126423860 MAIL ADDRESS: STREET 1: 1411 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 8-K 1 apr1509.htm FORM 8-K Form 8-K

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):
April 15, 2009

 

JONES APPAREL GROUP, INC.
(Exact Name of registrant as specified in its charter)

 

Pennsylvania


(State or Other Jurisdiction of Incorporation)

1-10746


(Commission File Number)

06-0935166


(IRS Employer Identification No.)
1411 Broadway
New York, New York  10018
(Address of principal executive offices)
(212) 642-3860
(Registrant's telephone number, including area code)
Not Applicable
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 communications 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 1.01  Entry into a Material Definitive Agreement.

On April 15, 2009, Jones Apparel Group, Inc. (the "Company") announced that it, Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West Footwear Corporation and Jones Retail Corporation (together, the "Issuers") and U.S. Bank National Association (as successor in interest to SunTrust Bank), as trustee, entered into a supplemental indenture (the "Supplemental Indenture") that amended the terms of the indenture (the "Indenture") governing their outstanding Senior 4.250% Notes due 2009 (the "2009 Notes"), 5.125% Senior Notes due 2014 (the "2014 Notes") and 6.125% Senior Notes due 2034 (together with the 2009 Notes and the 2014 Notes, the "Notes"). The amendments to the Indenture provide for a carveout to the lien covenant for liens incurred in connection with a new senior secured credit facility (the "Amendments") to be entered into by the Issuers.

The Supplemental Indenture provides that the Amendments will become operative upon the payment of the consent fee to each holder of the Notes that validly consented and did not validly revoke such consent to the Amendments. The Issuers will accept the consents and pay or cause to be paid the consent fee of $20 per $1,000 principal amount of Notes for which consents were validly delivered after the satisfaction of all the conditions set forth in the Consent Solicitation Statement dated April 1, 2009. The Supplemental Indenture will be binding on all holders, including non-consenting holders of Notes.

The foregoing summary of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the definitive Supplemental Indenture, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 7.01  Regulation FD Disclosure.

On April 15, 2009, the Issuers received the consents of holders representing at least a majority in principal amount of the Notes then outstanding pursuant to their previously announced consent solicitation with respect to the Notes (the "Required Consents").

As of 3:00 p.m., New York City time, on April 15, 2009, the Issuers had received consents in respect of $604,756,000 principal amount of the Notes, or approximately 81% of the aggregate principal amount of Notes outstanding. On April 15, 2009, the Issuers and the trustee executed a Supplemental Indenture amending the terms of the Indenture governing the Notes. As a result of the execution of the Supplemental Indenture, holders of Notes who have delivered consents pursuant to the consent solicitation may not revoke their consents and holders of the 2009 Notes who have delivered tenders pursuant to the Issuers' previously announced tender offer and also delivered consents pursuant to the consent solicitation may not withdraw their tenders or revoke their consents.

The Company issued a press release on April 15, 2009 announcing the receipt of required consents in the consent solicitation, which is attached hereto as Exhibit 99.1 and furnished herewith.

Item 9.01  Financial Statements and Exhibits.

Exhibit No. Description
10.1 Second Supplemental Indenture dated as of April 15, 2009 between Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West Footwear Corporation and Jones Retail Corporation, as Issuers, and U.S. Bank National Association, as Trustee.  
 
99.1 Press Release of the Registrant dated April 15, 2009.

2


 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/ Ira M. Dansky 
     Ira M. Dansky
     Executive Vice President,
     General Counsel and Secretary

 Date: April 15, 2009

 3


Exhibit Index

Exhibit No. Description
10.1 Second Supplemental Indenture dated as of April 15, 2009 between Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West Footwear Corporation and Jones Retail Corporation, as Issuers, and U.S. Bank National Association, as Trustee.
 
99.1 Press Release of the Registrant dated April 15, 2009.

4

EX-10 2 exhibit10_1.htm EXHIBIT 10.1 SECOND SUPPLEMENTAL INDENTURE EXHIBIT 99

EXHIBIT 10.1


JONES APPAREL GROUP, INC.,
JONES APPAREL GROUP HOLDINGS, INC.,
JONES APPAREL GROUP USA, INC.,
NINE WEST FOOTWEAR CORPORATION
and
JONES RETAIL CORPORATION,

as Issuers

and

U.S. BANK NATIONAL ASSOCIATION (AS SUCCESSOR IN INTEREST TO
SUNTRUST BANK)

as Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of April 15, 2009

Supplementing the Indenture dated as of November 22, 2004, among
Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel USA,
Inc., Nine West Footwear Corporation and Jones Retail Corporation, as Issuers, and
SunTrust Bank, as Trustee

4.250% Senior Notes due 2009
5.125% Senior Notes due 2014
6.125% Senior Notes due 2034



SECOND SUPPLEMENTAL INDENTURE dated as of April 15, 2009 (this "Supplemental Indenture"), to the INDENTURE (as defined below), among JONES APPAREL GROUP, INC., a Pennsylvania corporation, JONES APPAREL GROUP HOLDINGS, INC., a Delaware corporation, JONES APPAREL GROUP USA, INC., a Delaware corporation, NINE WEST FOOTWEAR CORPORATION, a Delaware corporation, JONES RETAIL CORPORATION, a New Jersey Corporation (collectively, the "Issuers"), and U.S. BANK NATIONAL ASSOCIATION (AS SUCCESSOR IN INTEREST TO SUNTRUST BANK), as trustee (the "Trustee").

        WHEREAS, the Issuers and the Trustee have entered into an Indenture dated as of November 22, 2004, as amended by the First Supplemental Indenture, dated as of December 31, 2006 (the "Indenture"), providing for the issuance of the Issuers' 4.250% Senior Notes due 2009 (the "2009 Securities"), 5.125% Senior Notes due 2014 (the "2014 Securities") and 6.125% Senior Notes due 2034 (the "2034 Securities" and, together with the 2009 Securities and the 2014 Securities, collectively, the "Securities");

        WHEREAS, Section 9.02 of the Indenture provides that the Issuers and the Trustee may amend the Indenture with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (the "Required Consents");

        WHEREAS, pursuant to the consent solicitation statement, dated as of April 1, 2009 (the "Consent Solicitation Statement"), the Issuers have solicited consents from Holders of the Securities to amend certain provisions of the Indenture, as set forth in Article I hereof;

        WHEREAS, the Required Consents to the amendments to be effected by this Supplemental Indenture have been received; and

        WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Issuers.

        NOW, THEREFORE, the Issuers and the Trustee agree as follows for the equal and ratable benefit of the Holders of the Securities:

ARTICLE I

        SECTION 1.01. Definition. When used herein, "Time of Operation" shall mean the payment of the Consent Fee (as defined in the Consent Solicitation Statement) to the Holders of the Securities who have validly consented and not validly revoked such consent to the amendments to the Indenture in accordance with the terms and conditions set forth in the Consent Solicitation Statement.

1



ARTICLE II

Amendments

        SECTION 2.01. Addition of Certain Definitions. Upon the Time of Operation, the following definitions are hereby added to Section 1.01 of the Indenture in the appropriate alphabetical order:

        "Credit Agreement" means the Credit Agreement to be entered into by and among, the Issuers and certain other Subsidiaries of Jones Apparel Group Holdings, Inc., the lenders referred to therein, J.P. Morgan Chase Bank, N.A. ("JPMCB"), as Administrative Agent, J.P. Morgan Securities Inc. ("JP Morgan") and Citigroup Global Markets Inc. ("CGMI"), as Joint Lead Arrangers, JP Morgan, CGMI, Banc of America Securities LLC, Wachovia Capital Markets LLC, SunTrust Robinson Humphrey, Inc. and General Electric Capital Corporation ("GECC"), as Joint Bookrunners, JPMCB and GECC, as Joint Collateral Agents, Bank of America, N.A., Wachovia Bank, National Association ("Wachovia") and SunTrust Bank, as Documentation Agents, and Citibank, N.A., as Syndication Agent, together with the related documents thereto (including the revolving loans thereunder, any guarantees and security documents), as amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Indebtedness incurred to Refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether by the same or any other lender or group of lenders.

        "Refinance" means, in respect of any Indebtedness, to refinance, extend, renew, refund, replace, repay, prepay, purchase, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness.

        SECTION 2.02. Amendment to Section 4.04. Upon the Time of Operation, Section 4.04 of the Indenture is deleted in its entirety and replaced with the following:
"Section 4.04. Restrictions on Liens. Except as provided in Section 4.06, the Issuers shall not, and shall not permit any Restricted Subsidiary to, create or suffer to exist any Lien to secure any Indebtedness of any Issuer or Restricted Subsidiary on any Principal Property of any Issuer or Restricted Subsidiary, without making, or causing such Restricted Subsidiary to make, effective provision to secure all of the Securities offered hereunder and then outstanding by such Lien, equally and ratably with any and all other such Indebtedness thereby secured, so long as such other Indebtedness is so secured, except that the foregoing restrictions shall not apply to:

        (a) Liens on property of a Person existing at the time such Person is merged into or consolidated with any Issuer or Restricted Subsidiary or at the time of sale, lease or other disposition of the properties of such Person (or a

2


division thereof) as an entirety or substantially as an entirety to any Issuer or Restricted Subsidiary;

        (b) Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary or existing on property prior to the acquisition thereof by any Issuer or Restricted Subsidiary;

        (c) Liens securing Indebtedness between a Restricted Subsidiary and an Issuer or between Restricted Subsidiaries or between Issuers;

        (d) Liens on any property created, assumed or otherwise brought into existence in contemplation of the sale or other disposition of the underlying property, whether directly or indirectly, by way of share disposition or otherwise, provided that the applicable Issuer or Restricted Subsidiary must dispose of such property within 180 days after the creation of such Liens and that any Indebtedness secured by such Liens shall be without recourse to any Issuer or Restricted Subsidiary;

        (e) Liens in favor of the United States of America or any state thereof or any department, agency or instrumentality or political subdivision of the United States of America or any state thereof, or in favor of any country, or any political subdivision thereof, to secure partial, progress, advance or other payments, or performance of any other similar obligations, including, without limitation, Liens to secure pollution control bonds or industrial revenue or other similar types of bonds;

        (f) Liens imposed by law, such as carriers', warehousemen's and mechanics' Liens and other similar Liens arising in the ordinary course of business which secure obligations not more than 60 days past due or which are being contested in good faith and by appropriate proceedings;

        (g) Liens incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a like nature, in each case which are not incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property and which do not in the aggregate impair in any material respect the use of property in the operation of the business of the Issuers and their respective Subsidiaries taken as a whole;

        (h) Liens incurred to secure appeal bonds and judgment and attachment Liens, in each case in connection with litigation or legal proceedings which are being contested in good faith by appropriate proceedings so long as reserves have been established to the extent required by GAAP;

        (i) pledges or deposits under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which any Issuer or Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of an Issuer or Restricted Subsidiary or deposits for the payment of

3


rent, in each case incurred in the ordinary course of business;

        (j) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character;

        (k) Liens granted to any bank or other institution on the payments to be made to such institution by an Issuer or Subsidiary thereof, pursuant to any interest rate swap or similar agreement or foreign currency hedge, exchange or similar agreement designed to provide protection against fluctuations in interest rates and currency exchange rates, respectively, provided that such agreements are entered into in, or are incidental to, the ordinary course of business;

        (l) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of setoff or similar rights and remedies, in each case as to any deposit account or any other fund maintained with a creditor depository institution, provided that (1) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the applicable Issuer or Restricted Subsidiary in excess of those set forth by regulations promulgated by the Federal Reserve Board, and (2) such deposit account is not intended by such Issuer or Restricted Subsidiary to provide collateral to the depository institution;

        (m) Liens arising from Uniform Commercial Code financing statements regarding leases;

        (n) the giving, simultaneously with or within 180 days after the latest of the Closing Date, or the acquisition, construction, improvement, development or expansion of such property, of a purchase money Lien on property acquired, constructed, improved, developed or expanded after the Closing Date, or the acquisition, construction, improvement, development or expansion after the Closing Date, of property subject to any Lien which is limited to such property;

        (o) the giving of a Lien on real property which is the sole security for Indebtedness incurred within two years after the latest of the Closing Date, or the acquisition, construction, improvement, development or expansion of such property, provided that the holder of such Indebtedness is entitled to enforce its payment only by resorting to such security;

        (p) Liens arising by the terms of letters of credit entered into in the ordinary course of business to secure reimbursement obligations thereunder;

        (q) Liens existing on the Closing Date;

4


        (r) Liens for taxes, assessments and other governmental charges or levies not yet due or as to which the period of grace, if any, related thereto has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP;

        (s) extension, renewal, replacement or refunding of any Lien existing on the Closing Date or referred to in clauses (a) to (k) and (n) to (o), (q) and (t), provided that the principal amount of Indebtedness secured thereby and not otherwise authorized by clauses (a) to (k) and (n) to (o), (q) and (t) shall not exceed the principal amount of Indebtedness, plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding; and

        (t) Liens securing Indebtedness under the Credit Agreement in a principal amount not to exceed $650,000,000 at any time outstanding."

        SECTION 2.03. Trustee's Acceptance. The Trustee accepts the amendments to the Indenture effected by this Supplemental Indenture and agrees to execute the trusts created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture.

ARTICLE III

Miscellaneous

        SECTION 3.01. Interpretation. Upon execution and delivery of this Supplemental Indenture, the Indenture shall be modified and amended in accordance with this Supplemental Indenture, and all the terms and conditions of both shall be read together as though they constitute one instrument, except that, in case of conflict, the provisions of this Supplemental Indenture shall control. The Indenture, as modified and amended by this Supplemental Indenture, is hereby ratified and confirmed in all respects and shall bind every Holder of Securities. In case of conflict between the terms and conditions contained in the Securities and those contained in the Indenture, as modified and amended by this Supplemental Indenture, the provisions of the Indenture, as modified and amended by this Supplemental Indenture, shall control.

        SECTION 3.02. Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is required under the TIA to be part of and govern any provision of this Supplemental Indenture, the provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.

5


        SECTION 3.03. Severability. If any provision in this Supplemental Indenture is deemed unenforceable, it shall not affect the validity or enforceability of any other provision set forth herein, or of this Supplemental Indenture as a whole.

        SECTION 3.04. Terms Defined in the Indenture. Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the respective meanings set forth in the Indenture. Any defined terms present in the Indenture, but no longer used as a result of the amendments made by this Supplemental Indenture shall be eliminated.

        SECTION 3.05. Headings. The Article and Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

        SECTION 3.06. Benefits of Supplemental Indenture, etc. Nothing in this Supplemental Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Securities.

        SECTION 3.07. Successors. All agreements of each Issuer in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

        SECTION 3.08. Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Issuers and the Trustee assumes no responsibility for their correctness.

        SECTION 3.09. Certain Duties and Responsibilities of the Trustee. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

        SECTION 3.10. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

        SECTION 3.11. Multiple Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy of this Supplemental Indenture is enough to prove this Indenture.

6


        SECTION 3.12. Effectiveness of Supplemental Indenture. This Supplemental Indenture shall be effective upon the execution of this Supplemental Indenture by the parties hereto.

7



        IN WITNESS WHEREOF, each party hereto has caused this Supplemental Indenture to be signed by its officer thereunto duly authorized as of the date first written above.

  JONES APPAREL GROUP, INC.
JONES APPAREL GROUP HOLDINGS, INC.
JONES APPAREL GROUP USA, INC.
NINE WEST FOOTWEAR CORPORATION
JONES RETAIL CORPORATION
 
        by  
    /s/  Joseph T. Donnalley
Name: Joseph T. Donnalley
In his capacity as officer for each aforenamed Issuer as set forth opposite such Issuer on Schedule I attached hereto
 
  U.S. BANK NATIONAL ASSOCIATION (AS SUCCESSOR IN INTEREST TO SUNTRUST BANK), as Trustee
 
        by  
    /s/  George Hogan
Name: George Hogan
Title: Vice President


8



Schedule I

ISSUER  TITLE
JONES APPAREL GROUP, INC. Treasurer and Senior Vice President, Corporate Taxation and Risk Management
JONES APPAREL GROUP HOLDINGS, INC. Treasurer
JONES APPAREL GROUP USA, INC. Treasurer
NINE WEST FOOTWEAR CORPORATION Treasurer
JONES RETAIL CORPORATION Vice President and Treasurer


9

EX-99 3 exhibit99_1.htm EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99

EXHIBIT 99.1

 

For Immediate Release
Jones Apparel Group, Inc.

Investor Contact: John T. McClain, Chief Financial Officer
Jones Apparel Group, Inc.
(212) 642-3860
 
Media Contacts:

Joele Frank and Sharon Stern
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
 


JONES APPAREL GROUP, INC. ANNOUNCES RECEIPT OF REQUIRED CONSENTS IN CONSENT SOLICITATION

New York, NY - April 15, 2009 - Jones Apparel Group, Inc. ("Jones") (NYSE: JNY) announced today that it, Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West Footwear Corporation and Jones Retail Corporation (together, the "Issuers") have received the consents of holders representing at least a majority in principal amount of their outstanding 4.250% Senior Notes due 2009 (the "2009 Notes"), 5.125% Senior Notes due 2014 (the "2014 Notes") and 6.125% Senior Notes due 2034 (the "2034 Notes" and, together with the 2009 Notes and the 2014 Notes, the "Notes") pursuant to their previously announced consent solicitation with respect to the Notes (the "Required Consents").

As of 3:00 p.m., New York City time, on April 15, 2009, the Issuers had received consents in respect of $604,756,000 principal amount of the Notes, or approximately 81% of the aggregate principal amount of Notes outstanding. The consent solicitation will expire at 11:59 p.m., New York City time, on April 15, 2009.

As a result of the receipt of the Required Consents, on April 15, 2009, the Issuers and the trustee executed a supplemental indenture (the "Supplemental Indenture") amending the terms of the indenture (the "Indenture") governing the Notes. The amendments to the Indenture provide for a carveout to the lien covenant for liens incurred in connection with a new senior secured credit facility (the "Amendments") to be entered into by the Issuers. The Supplemental Indenture provides that the Amendments will become operative upon the payment of the consent fee to each holder of the Notes that validly consented and did not validly revoke such consent to the Amendments. The Issuers will accept the consents and pay or cause to be paid the consent fee of $20 per $1,000 principal amount of Notes for which consents were validly delivered after the satisfaction of all the conditions set forth in the Consent Solicitation Statement dated April 1, 2009 (the "Consent Solicitation Statement"). The Supplemental Indenture will be binding on all holders, including non-consenting holders of Notes. As a result of the execution of the Supplemental Indenture, holders of Notes who have delivered consents pursuant to the consent solicitation may not revoke their consents and holders of 2009 Notes who have delivered tenders pursuant to the Issuers' previously announced tender offer and also delivered consents pursuant to the consent solicitation may not withdraw their tenders or revoke their consents.

The consent solicitation has been made upon the terms and subject to the conditions set forth in the Consent Solicitation Statement and the related Consent Form. The Consent Solicitation Statement and the related Consent Form contain important information which should be read carefully before any decision is made with respect to the consent solicitation.

Citi has been retained to serve as the Lead Solicitation Agent for the consent solicitation and can be contacted at (800) 558-3745 (toll-free) and (212) 723-6106 (collect). Banc of America Securities LLC, J.P. Morgan and Wachovia Securities have been retained to serve as the Co-Solicitation Agents for the consent solicitation. Global Bondholder Services Corporation is the Information Agent and the Depositary for the consent solicitation and can be contacted at (866) 937-2200 (toll-free) or (212) 430-3774 (collect).

This release is for informational purposes only and is neither an offer to purchase, a solicitation to sell the Notes nor a recommendation regarding the consent solicitation. Holders should seek legal advice from an independent financial advisor as to the suitability of the transactions described herein for the individual concerned. The consent solicitation is not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

About Jones Apparel Group, Inc.

Jones Apparel Group, Inc. is a Pennsylvania corporation. Our principal executive offices are located at 1411 Broadway, New York, NY 10018, and our telephone number at that address is (212) 642-3860. We are a leading designer, marketer and wholesaler of branded apparel, footwear and accessories. We also market directly to consumers through our chain of specialty retail and value-based stores and through our e-commerce web sites. Our nationally recognized brands include Jones New York, Nine West, Anne Klein, Gloria Vanderbilt, Kasper, Bandolino, Easy Spirit, Evan-Picone, l.e.i., Energie, Enzo Angiolini, Joan & David, Mootsies Tootsies, Sam & Libby, Napier, Judith Jack, Albert Nipon and Le Suit. We also market costume jewelry under the Givenchy brand licensed from Givenchy Corporation, footwear under the Dockers Women brand licensed from Levi Strauss & Co., and apparel under the Rachel Roy brand licensed from Rachel Roy IP Company, LLC. Each brand is differentiated by its own distinctive styling, pricing strategy, distribution channel and target consumer. We contract for the manufacture of our products through a worldwide network of quality manufacturers. We have capitalized on our nationally known brand names by entering into various licenses for several of our trademarks, including Jones New York, Anne Klein New York, Nine West, Gloria Vanderbilt, l.e.i. and Evan-Picone, with select manufacturers of women's and men's products which we do not manufacture. For more than 30 years, we have built a reputation for excellence in product quality and value, and in operational execution.

Cautionary Statement

This release may contain forward-looking statements. Actual results and facts may differ materially as a result of a variety of factors, many of which are outside of our control. Risk factors and additional information are included in our reports on file with the Securities and Exchange Commission, including Jones' Annual Report on Form 10-K for the year ended December 31, 2008.

-----END PRIVACY-ENHANCED MESSAGE-----