-----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, QYeRod2lbjYNgM0kV3un30Fwlwgx23UYj6dx1Hsw+Bz6kQbnVkVY1LNL0s4G7L8d MuhZBXUhoFjsyRpUC9gWbQ== 0000950123-04-006845.txt : 20040526 0000950123-04-006845.hdr.sgml : 20040526 20040526171550 ACCESSION NUMBER: 0000950123-04-006845 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20040526 GROUP MEMBERS: MSC ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAXWELL SHOE CO INC CENTRAL INDEX KEY: 0000918578 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 042599205 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43801 FILM NUMBER: 04832963 BUSINESS ADDRESS: STREET 1: 101 SPRAGUE ST STREET 2: P O BOX 37 CITY: READVILLE STATE: MA ZIP: 02137 BUSINESS PHONE: 6173645090 MAIL ADDRESS: STREET 1: 101 SPRAGUE STREET STREET 2: P O BOX 37 CITY: READVILLE STATE: MA ZIP: 02137 FILED BY: 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: SC TO-T/A 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 SC TO-T/A 1 y97766sctovtza.txt AMENDMENT NO. 10 TO SCHEDULE TO - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (AMENDMENT NO. 10) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 MAXWELL SHOE COMPANY INC. (Name of Subject Company (Issuer)) MSC ACQUISITION CORP. JONES APPAREL GROUP, INC. (Names of Filing Persons -- Offerors) CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 577766108 (CUSIP Number of Class of Securities) IRA M. DANSKY, ESQ. JONES APPAREL GROUP, INC. 1411 BROADWAY NEW YORK, NEW YORK 10018 TELEPHONE: (212) 536-9526 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copies to: SCOTT A. BARSHAY, ESQ. CRAVATH, SWAINE & MOORE LLP WORLDWIDE PLAZA 825 EIGHTH AVENUE NEW YORK, NEW YORK 10019 TELEPHONE: (212) 474-1000 - -------------------------------------------------------------------------------- CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE** - -------------------------------------------------------------------------------- $373,926,555 $47,377 - -------------------------------------------------------------------------------- * For purposes of calculating the amount of filing fee only. Based on the offer to purchase 16,618,958 shares of Class A Common Stock, par value $.01 per share, of Maxwell Shoe Company Inc., including the associated preferred stock purchase rights, at a purchase price of $22.50 per share, net to the seller in cash, without interest. Such number represents the total of 14,861,431 shares issued and outstanding as of April 12, 2004 and 1,757,527 shares issuable upon the exercise of stock options outstanding as of April 12, 2004 (as reported in Amendment No. 3 to Maxwell's Schedule 14D-9 filed with the Securities and Exchange Commission (the "SEC") on April 12, 2004). ** The amount of the filing fee is calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, and equals 0.00012670% of the transaction valuation based on Fee Rate Advisory #7 for Fiscal Year 2004 issued by the SEC on January 26, 2004. [X] 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: $42,056 Form or Registration No.: Schedule TO (005-43801) Filing Party: Jones Apparel Group, Inc. Date Filed: March 23, 2004 SCHEDULE TO This Statement amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on March 23, 2004 (as previously amended, the "Schedule TO") relating to the offer by MSC Acquisition Corp., a New York corporation ("Purchaser") and an indirect wholly owned subsidiary of Jones Apparel Group, Inc., a Pennsylvania corporation ("Jones"), to purchase (1) all issued and outstanding shares of Class A Common Stock, par value $.01 per share (the "Shares"), of Maxwell Shoe Company Inc., a Delaware corporation ("Maxwell"), and (2) unless and until validly redeemed by Maxwell's Board of Directors, the associated rights to purchase shares of Series A Junior Participating Preferred Stock of Maxwell (the "Rights") issued pursuant to the Rights Agreement, dated as of November 2, 1998 (as amended from time to time, the "Rights Agreement"), by and between Maxwell and EquiServe Trust Company, N.A., as Rights Agent, at a price of $22.50 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 23, 2004 (as amended and supplemented, the "Offer to Purchase"), the Supplement to the Offer to Purchase dated May 26, 2004 (the "Supplement"), and the related revised Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "Offer"). Unless the context otherwise requires, all references to the Shares shall be deemed to include the associated Rights, and all references to the Rights shall be deemed to include the benefits that may inure to holders of Rights pursuant to the Rights Agreement. Capitalized terms used herein and not defined herein have the respective meanings assigned such terms in the Offer to Purchase, the Supplement and the Schedule TO. All references in the Offer to Purchase to the offer price of $20.00 per Share are hereby amended and restated to refer to the revised $22.50 per Share offer price. The information set forth in the Supplement is hereby incorporated by reference in answer to Items 1 through 11 of this Schedule TO. ITEM 12. EXHIBITS. (a)(1)(I) Supplement to the Offer to Purchase, dated May 26, 2004. (a)(1)(J) Revised Letter of Transmittal. (a)(1)(K) Revised Notice of Guaranteed Delivery. (a)(1)(L) Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. (a)(1)(M) Form of Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. (a)(1)(N) Press release issued by Jones Apparel Group, Inc., dated May 26, 2004. SIGNATURE After due inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of May 26, 2004 that the information set forth in this statement is true, complete and correct. MSC ACQUISITION CORP., By: /s/ Wesley R. Card --------------------------------------- Name: Wesley R. Card Title: Chief Financial Officer and Treasurer JONES APPAREL GROUP, INC., By: /s/ Wesley R. Card --------------------------------------- Name: Wesley R. Card Title: Chief Operating and Financial Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION (a)(1)(I) Supplement to the Offer to Purchase, dated May 26, 2004. (a)(1)(J) Revised Letter of Transmittal. (a)(1)(K) Revised Notice of Guaranteed Delivery. (a)(1)(L) Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. (a)(1)(M) Form of Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. (a)(1)(N) Press release issued by Jones Apparel Group, Inc., dated May 26, 2004. EX-99.A.1.I 2 y97766exv99waw1wi.txt SUPPLEMENT TO THE OFFER TO PURCHASE EXHIBIT (a)(1)(I) SUPPLEMENT TO THE OFFER TO PURCHASE DATED MARCH 23, 2004 MSC ACQUISITION CORP., AN INDIRECT WHOLLY OWNED SUBSIDIARY OF JONES APPAREL GROUP, INC. HAS INCREASED THE PRICE OF ITS OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF MAXWELL SHOE COMPANY INC. TO $22.50 NET PER SHARE --------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, JUNE 21, 2004, UNLESS THE OFFER IS EXTENDED. --------------------- THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE OF THE OFFER A NUMBER OF SHARES OF CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE, TOGETHER WITH THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS (TOGETHER, THE "SHARES"), OF MAXWELL SHOE COMPANY INC. ("MAXWELL") THAT, TOGETHER WITH THE SHARES THEN OWNED BY JONES APPAREL GROUP, INC. ("JONES") AND ITS SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION, MSC ACQUISITION CORP. ("PURCHASER")), WOULD REPRESENT AT LEAST A MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING SHARES ON A FULLY DILUTED BASIS, (2) MAXWELL'S BOARD OF DIRECTORS REDEEMING THE PREFERRED STOCK PURCHASE RIGHTS OR PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE PREFERRED STOCK PURCHASE RIGHTS HAVE BEEN INVALIDATED OR ARE OTHERWISE INAPPLICABLE TO THE OFFER AND THE PROPOSED SECOND-STEP MERGER DESCRIBED HEREIN AND (3) PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW WILL BE INAPPLICABLE TO THE PROPOSED SECOND-STEP MERGER OR ANY OTHER BUSINESS COMBINATION INVOLVING JONES OR ANY OF ITS SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION, PURCHASER) AND MAXWELL. THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS CONTAINED IN THE OFFER TO PURCHASE. --------------------- JONES AND PURCHASER ARE SEEKING TO DISCUSS WITH MAXWELL THE ACQUISITION OF MAXWELL BY PURCHASER. JONES AND PURCHASER RESERVE THE RIGHT TO AMEND THE OFFER (INCLUDING, WITHOUT LIMITATION, AMENDING THE NUMBER OF SHARES TO BE PURCHASED AND THE OFFER PRICE) UPON ENTERING INTO A MERGER AGREEMENT WITH MAXWELL, OR TO NEGOTIATE A MERGER AGREEMENT WITH MAXWELL NOT INVOLVING A TENDER OFFER PURSUANT TO WHICH PURCHASER WOULD TERMINATE THE OFFER AND THE SHARES WOULD, UPON CONSUMMATION OF SUCH MERGER, BE CONVERTED INTO THE CONSIDERATION NEGOTIATED BY JONES, PURCHASER AND MAXWELL. --------------------- IMPORTANT Any stockholder desiring to tender all or any portion of such stockholder's Shares (and preferred stock purchase rights, if applicable) should either (1) complete and sign the Letter of Transmittal (or a facsimile thereof) in accordance with the instructions in the Letter of Transmittal, have such stockholder's signature thereon guaranteed if required by Instruction 1 to the Letter of Transmittal, mail or deliver the Letter of Transmittal (or such facsimile), or, in the case of a transfer effected pursuant to the book-entry transfer procedures set forth in "THE OFFER -- Section 3" of the Offer to Purchase, transmit an Agent's Message (as defined in "THE OFFER -- Section 2" of the Offer to Purchase), and any other required documents to the Depositary and either deliver the certificates for such Shares and, if separate, the certificate(s) representing the preferred stock purchase rights to the Depositary along with the Letter of Transmittal (or such facsimile) or deliver such Shares (and preferred stock purchase rights, if applicable) pursuant to the book-entry transfer procedures set forth in "THE OFFER -- Section 3" of the Offer to Purchase, or (2) request such stockholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholder. A stockholder whose Shares and, if applicable, preferred stock purchase rights, are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if such stockholder desires to tender such Shares and, if applicable, preferred stock purchase rights. Stockholders who have already tendered Shares pursuant to the Offer and who have not withdrawn such Shares need not take any further action to receive the increased Offer Price of $22.50 per Share if Shares are accepted and paid for by Purchaser pursuant to the Offer, except as may be required by the guaranteed delivery procedure if such procedure was utilized. If a Distribution Date (as defined in "THE OFFER -- Section 11" of the Offer to Purchase) occurs, stockholders will be required to tender one preferred stock purchase right for each Share tendered in order to effect a valid tender of such Share. A stockholder who desires to tender such stockholder's Shares (and preferred stock purchase rights, if applicable) and whose certificates representing such Shares (and preferred stock purchase rights, if applicable) are not immediately available or who cannot comply with the procedures for book-entry transfer on a timely basis or who cannot cause all required documents to reach the Depositary prior to the Expiration Date (as defined in "THE OFFER -- Section 1" of the Offer to Purchase) may tender such Shares (and preferred stock purchase rights, if applicable) by following the procedures for guaranteed delivery set forth in "THE OFFER -- Section 3" of the Offer to Purchase. Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover of this Supplement. Additional copies of this Offer to Purchase, this Supplement, the revised (grey) Letter of Transmittal, the revised (yellow) Notice of Guaranteed Delivery and other related materials may be obtained from the Information Agent or the Dealer Manager. --------------------- The Dealer Manager for the Offer is: BEAR, STEARNS & CO. INC. May 26, 2004 TABLE OF CONTENTS INTRODUCTION................................................ 1 THE OFFER................................................... 3 1. Amended Terms of the Offer; Expiration Date............ 3 2. Price Range of the Shares.............................. 3 3. Background of the Offer; Contacts with Maxwell since March 23, 2004......................................... 3 4. Purpose of the Offer and the Proposed Merger........... 8 5. Source and Amount of Funds............................. 8 6. Certain Conditions to the Offer........................ 9 7. Certain Legal Matters Since March 23, 2004............. 9 8. Miscellaneous.......................................... 10
INTRODUCTION To: All Holders of Shares of Class A Common Stock of Maxwell Shoe Company Inc. The following information amends and supplements the Offer to Purchase dated March 23, 2004 (as amended and supplemented by the Schedule TO to which the Offer to Purchase is an exhibit, the "Offer to Purchase") of MSC Acquisition Corp., a New York corporation ("Purchaser") and an indirect wholly owned subsidiary of Jones Apparel Group, Inc., a Pennsylvania corporation ("Jones"). Pursuant to this Supplement, Purchaser is now offering to purchase (1) all issued and outstanding shares of Class A Common Stock, par value $.01 per share (the "Shares"), of Maxwell Shoe Company Inc., a Delaware corporation ("Maxwell"), and (2) unless and until validly redeemed by Maxwell's Board of Directors, the associated rights to purchase shares of Series A Junior Participating Preferred Stock of Maxwell (the "Rights") issued pursuant to the Rights Agreement, dated as of November 2, 1998 (as amended from time to time, the "Rights Agreement"), by and between Maxwell and EquiServe Trust Company, N.A., as Rights Agent, at a price of $22.50 per Share, net to the seller in cash, without interest (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase, this Supplement and the revised Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Unless the context otherwise requires, all references herein to the "Shares" shall be deemed to include the associated Rights, and all references herein to the "Rights" shall be deemed to include the benefits that may inure to holders of Rights pursuant to the Rights Agreement. The purpose of the Offer is to enable Jones to acquire control of, and ultimately the entire equity interest in, Maxwell. The Offer, as the first step in the acquisition of Maxwell, is intended to facilitate the acquisition of all issued and outstanding Shares. Purchaser currently intends, promptly following consummation of the Offer, to seek to have Maxwell consummate a second-step merger or similar business combination with Purchaser or another direct or indirect wholly owned subsidiary of Jones (the "Proposed Merger"), pursuant to which each then outstanding Share (other than Shares held by Jones or its subsidiaries (including, without limitation, Purchaser) and Shares owned by stockholders who perfect any available appraisal rights under Delaware law) will be converted into the right to receive an amount in cash equal to the highest price paid per Share pursuant to the Offer. Jones and Purchaser have commenced a solicitation of written consents from Maxwell stockholders (the "Consent Solicitation") for the following purposes: (1) to remove each member of Maxwell's Board of Directors and any person (other than those elected by the Consent Solicitation) elected or appointed to Maxwell's Board of Directors by such directors to fill any vacancy on Maxwell's Board of Directors or any newly-created directorships, (2) to elect five nominees of Purchaser to serve as directors of Maxwell (or, if any such nominee is unable or unwilling to serve as a director of Maxwell, any other person designated as a nominee by the remaining nominee or nominees) (the "Purchaser Nominees") and (3) to repeal each provision of the Maxwell bylaws and amendments thereto, if any, adopted after March 30, 2004 and before the effectiveness of the proposals made pursuant to the Consent Solicitation. Subject to their fiduciary duties, the Purchaser Nominees are expected to support the Offer and the Proposed Merger. The grant of a consent with respect to the Consent Solicitation is not a condition to the tender of Shares into the Offer. Except as modified by this Supplement and any amendments to the Schedule TO, the terms and conditions set forth in the Offer to Purchase remain applicable in all respects to the Offer, and this Supplement should be read in conjunction with the Offer to Purchase and the revised (grey) Letter of Transmittal. Unless the context requires otherwise, terms not defined herein have the meanings ascribed to them in the Offer to Purchase. The Offer is subject to the fulfillment of certain conditions, including the following: (1) the Minimum Tender Condition, (2) the Rights Condition and (3) the Business Combination Condition, each of which is described in the Offer to Purchase. See "INTRODUCTION", "THE OFFER -- Section 1" and "THE OFFER -- Section 14" of the Offer to Purchase and "THE OFFER -- Section 6" of this Supplement. According to Amendment No. 3 to Maxwell's Schedule 14D-9 filed with the SEC on April 12, 2004, as of April 12, 2004, there were 14,861,431 Shares issued and outstanding and there were issued and outstanding 1 options to purchase 1,757,527 Shares. Based on Purchaser's examination of Maxwell's publicly filed documents, as of April 12, 2004, there were no other options or any warrants outstanding or rights exercisable for, or convertible into, Shares. Based on the foregoing and assuming no Shares have been issued since April 12, 2004 (other than Shares issued pursuant to the exercise of the stock options referred to above), and assuming no options, warrants or rights exercisable for, or securities convertible into, Shares have been issued since April 12, 2004, if 8,309,480 Shares were tendered and not withdrawn prior to the Expiration Date, the Minimum Tender Condition would be satisfied. CERTAIN OTHER CONDITIONS TO THE CONSUMMATION OF THE OFFER ARE DESCRIBED IN "THE OFFER -- SECTION 14" OF THE OFFER TO PURCHASE AND IN "THE OFFER -- SECTION 6" OF THIS SUPPLEMENT. PURCHASER RESERVES THE RIGHT (SUBJECT TO THE APPLICABLE RULES AND REGULATIONS OF THE SEC) TO AMEND OR WAIVE ANY ONE OR MORE OF THE TERMS AND CONDITIONS OF THE OFFER, INCLUDING, WITHOUT LIMITATION, THE MINIMUM TENDER CONDITION, THE RIGHTS CONDITION AND THE BUSINESS COMBINATION CONDITION. SEE "THE OFFER -- SECTION 1" AND "THE OFFER -- SECTION 14" OF THE OFFER TO PURCHASE AND "THE OFFER -- SECTION 6" OF THIS SUPPLEMENT. THE OFFER IS NOT CONDITIONED UPON EITHER JONES OR PURCHASER OBTAINING FINANCING. PROCEDURES FOR TENDERING ARE SET FORTH IN "THE OFFER -- SECTION 3" OF THE OFFER TO PURCHASE. TENDERING STOCKHOLDERS MAY USE EITHER THE ORIGINAL (BLUE) LETTER OF TRANSMITTAL AND THE ORIGINAL (GREEN) NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DISTRIBUTED WITH THE OFFER TO PURCHASE OR THE REVISED (GREY) LETTER OF TRANSMITTAL AND THE REVISED (YELLOW) NOTICE OF GUARANTEED DELIVERY DISTRIBUTED WITH THIS SUPPLEMENT. STOCKHOLDERS WHO HAVE ALREADY TENDERED SHARES PURSUANT TO THE OFFER USING THE PREVIOUSLY DISTRIBUTED LETTER OF TRANSMITTAL OR NOTICE OF GUARANTEED DELIVERY AND WHO HAVE NOT WITHDRAWN SUCH SHARES NEED NOT TAKE ANY FURTHER ACTION IN ORDER TO RECEIVE THE INCREASED OFFER PRICE OF $22.50 PER SHARE IF SHARES ARE ACCEPTED FOR PAYMENT AND PAID FOR BY PURCHASER PURSUANT TO THE OFFER, EXCEPT AS MAY BE REQUIRED BY THE GUARANTEED DELIVERY PROCEDURE IF SUCH PROCEDURE WAS UTILIZED. THE OFFER TO PURCHASE, THIS SUPPLEMENT AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. 2 THE OFFER 1. AMENDED TERMS OF THE OFFER; EXPIRATION DATE. The discussion set forth in "THE OFFER -- Section 1" of the Offer to Purchase is hereby amended and supplemented as follows: The price per Share to be paid pursuant to the Offer has been increased from $20.00 per Share to $22.50 per Share, net to the seller in cash, without interest. All stockholders whose Shares are validly tendered and not withdrawn and accepted for payment pursuant to the Offer (including Shares tendered prior to the date of this Supplement) will receive the increased price. The Expiration Date has previously been extended until 5:00 p.m., New York City time, on Monday, June 21, 2004, unless and until Purchaser, in its sole discretion, extends the period of time for which the Offer is open, in which event the term "Expiration Date" means the time and date at which the Offer, as so extended by Purchaser, will expire. This Supplement, the revised (grey) Letter of Transmittal and all other relevant materials will be mailed by Purchaser to record holders of Shares and will be furnished to brokers, dealers, banks, trust companies and similar persons whose names, or the names of whose nominees, appear on Maxwell's stockholder lists, or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. 2. PRICE RANGE OF THE SHARES. The discussion set forth in "THE OFFER -- Section 6" of the Offer to Purchase is hereby amended and supplemented as follows: The following table sets forth, for the periods indicated, the last reported high and low sales prices for the Shares on NASDAQ as reported by SunGard PowerData(TM) (Tradeline(R)) for Maxwell's second fiscal quarter ended April 30, 2004 and Maxwell's third fiscal quarter through May 25, 2004.
LOW HIGH ------ ------ Fiscal Quarter Ended April 30, 2004............................................ $16.70 $22.61 July 31, 2004 (through May 25, 2004)...................... 22.00 22.70
On May 25, 2004, the last full trading day prior to the announcement of the increase in the Offer Price, the last reported sales price of a Share on NASDAQ was $22.08. The increased offer price represents a premium of approximately 22% to the last reported sales price of a Share on the NASDAQ on February 24, 2004, which was the last trading day prior to Jones's first public announcement that it was seeking to enter into a business combination with Maxwell. Stockholders are urged to obtain a current market quotation for the Shares. 3. BACKGROUND OF THE OFFER; CONTACTS WITH MAXWELL SINCE MARCH 23, 2004. The discussion set forth in "THE OFFER -- Section 10" of the Offer to Purchase is hereby amended and supplemented as follows: On March 29, 2004, Maxwell disclosed that Maxwell's Board of Directors had recommended that Maxwell stockholders reject the Offer. On April 6, 2004, Jones was advised by the FTC that early termination had been granted for the waiting period under the HSR Act with respect to the Offer and the Proposed Merger. On April 19, 2004, Purchaser extended the Offer until 5:00 p.m., New York City time, on Monday, May 17, 2004. On April 21, 2004, Jones and Purchaser filed a definitive consent solicitation statement with the SEC in connection with the solicitation of written consents from Maxwell stockholders with respect to, among other things, removing each member of Maxwell's Board of Directors and electing the Purchaser Nominees. The deadline for submitting consents pursuant to the consent solicitation is June 20, 2004. 3 On May 17, 2004, Purchaser extended the Offer until 5:00 p.m., New York City time, on Monday, June 21, 2004. On May 19, 2004, Maxwell issued the following press release and Mr. Cocozza delivered the accompanying letter to Mr. Boneparth: FOR IMMEDIATE RELEASE MAXWELL SHOE COMPANY SENDS LETTER TO JONES APPAREL GROUP HYDE PARK, Mass. -- May 19, 2004 -- Maxwell Shoe Company Inc.'s (NASDAQ: MAXS) Chairman and Chief Executive Officer, Mark Cocozza, today sent the following letter to Peter Boneparth, President and Chief Executive Officer of Jones Apparel Group, Inc. (NYSE: JNY): May 19, 2004 Mr. Peter Boneparth President and Chief Executive Officer Jones Apparel Group, Inc. 250 Rittenhouse Circle Bristol, Pennsylvania 19007 Dear Peter: Since you first publicly disclosed your interest in acquiring Maxwell Shoe Company for $20.00 per share on February 25, 2004, the reaction from our Board of Directors and our stockholders has been virtually unanimous and unequivocal -- both believe Jones's offer is significantly inadequate. As you undoubtedly know, since you began this process, we have achieved our 18th consecutive quarter of meeting or beating expectations, and we have increased fiscal 2004 guidance for both sales and earnings. We are aggressively pursuing our business plan, and our record backlog and the strong demand across Maxwell Shoe Company's entire portfolio give us confidence that we can on our own create value materially in excess of Jones's offer. While Jones has failed to recognize the value of Maxwell Shoe Company and the significant growth opportunities that lie ahead, our stockholders have not. In fact, with less than 2% of the outstanding shares tendered at the initial tender expiration date and less than 1% of the outstanding shares tendered at the second tender expiration date, our stockholders have twice indicated that they believe Jones is trying to acquire our Company for less than full value. Still, you have extended your $20.00 per share offer yet again, and in doing so, apparently have chosen to ignore both our Board and our stockholders. As we've said from the start, this is all about stockholder value, and we simply will not let you deprive our stockholders of the value they deserve. If Jones is not willing to recognize the full value of our Company, then for the benefit of both our stockholders and yours, it's time for Jones to move on to other more realistic opportunities. Sincerely, /s/ MARK COCOZZA Mark Cocozza Chairman and Chief Executive Officer 4 IMPORTANT ADDITIONAL INFORMATION Maxwell Shoe Company Inc. ("Maxwell Shoe Company") filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") with the Securities and Exchange Commission ("SEC") on March 29, 2004, regarding Jones Apparel Group Inc.'s and MSC Acquisition Corp.'s (together, "Jones") unsolicited tender offer for all the outstanding shares of Class A Common Stock of Maxwell Shoe Company at $20.00 per share, net to the seller in cash, without interest (the "Offer"). Maxwell Shoe Company stockholders should read the Schedule 14D-9 (including any amendments or supplements thereto) because these documents contain important information relating to the Offer and the related consent solicitation. On April 21, 2004, Jones filed a definitive consent solicitation statement with the SEC relating to Jones's proposed solicitation of consents of Maxwell Shoe Company stockholders to, among other things, remove all of Maxwell Shoe Company's current directors and replace them with Jones's nominees. In response, on April 23, 2004, Maxwell Shoe Company filed a definitive consent revocation statement on Form DEFC14A (the "Definitive Consent Revocation Statement") with the SEC to counter Jones's consent solicitation. Maxwell Shoe Company stockholders should read the Definitive Consent Revocation Statement (including any amendments or supplements thereto) because it contains additional information important to the stockholders' interests in the Offer and the related consent solicitation. The Schedule 14D-9, the Definitive Consent Revocation Statement and other public filings made by Maxwell Shoe Company with the SEC are available free of charge at the SEC's website at www.sec.gov. Maxwell Shoe Company also will provide a copy of these materials free of charge at its website at www.maxwellshoe.com. About Maxwell Shoe Company Maxwell Shoe Company Inc. designs, develops and markets casual and dress footwear for women and children. The Company's brands include AK ANNE KLEIN(R), DOCKERS(R) FOOTWEAR FOR WOMEN, J.G. HOOK, JOAN AND DAVID, CIRCA JOAN & DAVID, MOOTSIES TOOTSIES AND SAM & LIBBY. Forward-Looking Statements Statements made in this press release indicating Maxwell Shoe Company's, the Board of Directors' or management's intentions, beliefs, expectations, or predictions for the future are forward-looking statements. These statements are only predictions and may differ materially from actual future events or results. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause Maxwell Shoe Company's actual results to differ materially from those projected in such forward-looking statements. Such risks, assumptions and uncertainties include, but are not limited to: changing consumer preference; inability to successfully design, develop or market its footwear brands; the inability to successfully re-introduce the Joan & David brand into the market; competition from other footwear manufacturers or retailers; loss of key employees; general economic conditions and adverse factors impacting the retail footwear industry; the inability by Maxwell Shoe Company to source its products due to political or economic factors; potential disruption in supply chain or customer purchasing habits due to health concerns relating to severe acute respiratory syndrome or other related illnesses; and the imposition of trade or duty restrictions or work stoppages of transportation or other workers who handle or manufacture Maxwell Shoe Company's goods. Additional risks, assumptions and uncertainties associated with Jones's pending tender offer include: the risk that Maxwell Shoe Company's customers may delay or refrain from purchasing Maxwell Shoe Company products due to uncertainties about Maxwell Shoe Company's future; the risk that key employees may pursue other employment opportunities due to concerns as to their employment security with Maxwell Shoe Company; the risk that stockholder litigation commenced in connection with Jones's offer might result in significant costs of defense, 5 indemnification and liability; the risk that the Board of Directors' analysis and the basis of their recommendation to the stockholders ultimately may prove to be inaccurate; and other risks discussed in documents filed by Maxwell Shoe Company with the SEC. All forward-looking statements are qualified by these cautionary statements and are made only as of the date they are made. Maxwell Shoe Company is under no obligation (and expressly disclaims any such obligation) to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. Company Contact: Richard J. Bakos Chief Financial Officer Maxwell Shoe Company (617) 333-4007 Investors: Lex Flesher MacKenzie Partners, Inc. (212) 929-5397 Allison Malkin Integrated Corporate Relations (203) 222-9013 Media: Dan Katcher/Barrett Godsey Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449
On May 26, 2004, Jones issued the following press release in connection with the increased Offer Price: FOR IMMEDIATE RELEASE JONES APPAREL GROUP, INC. Contacts: Wesley R. Card, Chief Operating and Financial Officer Anita Britt, Executive Vice President Finance (215) 785-4000
JONES APPAREL GROUP RAISES OFFER FOR MAXWELL SHOE COMPANY INC. TO $22.50 PER SHARE NEW YORK, NEW YORK -- May 26, 2004 -- Jones Apparel Group, Inc. ("Jones") (NYSE:JNY) today announced that MSC Acquisition Corp. ("MSC"), an indirect wholly owned subsidiary of Jones, has increased the price of its cash tender offer for all of the outstanding shares of Class A Common Stock, together with the associated preferred stock purchase rights, of Maxwell Shoe Company Inc. ("Maxwell") (Nasdaq: MAXS) to $22.50 per share in cash from $20.00 per share in cash. Peter Boneparth, Chief Executive Officer of Jones, stated, "We have significantly increased the price of our offer to bring our tender offer to a prompt resolution. Our revised offer is scheduled to expire on June 21, 2004, and we urge Maxwell stockholders to accept the offer while they have the opportunity to do so. We believe that the offer provides an outstanding opportunity for Maxwell's stockholders to maximize the value of their investment in Maxwell. It represents a premium of approximately 34% over the closing price for Maxwell shares on February 19, 2004, the day after we informed Maxwell of our initial proposal and a premium of approximately 2% over the closing price of Maxwell shares on February 25, 2004, the day we publicly announced our initial proposal. Based on the approximate $105 million of cash on the balance sheet Maxwell released last week, which equates to approximately $7.07 of cash per outstanding share of Maxwell stock, our offer price represents an even greater premium multiple to the earnings of Maxwell's operating business." Mr. Boneparth continued, "We believe we have been extremely responsive to Maxwell stockholders by increasing our offer price. Now it is time for Maxwell's Board to start listening to their 6 stockholders as well. We urge Maxwell's Board to consider the best interests of their stockholders by meeting with us to finalize a merger agreement. If the Board persists in ignoring our offer and refuses to meet with us, then there is only one thing for Maxwell stockholders to do in order to maximize the value of their shares -- to send a clear and strong message to the Board by tendering their shares into our offer and supporting our consent solicitation to replace the Maxwell directors." Mr. Boneparth added, "Time is running out for Maxwell's stockholders. On June 21, Jones's tender offer will expire and we will abandon our proposed acquisition unless we have entered into a merger agreement with Maxwell or have received sufficient consents from Maxwell's stockholders to replace the Maxwell Board. If Maxwell's Board and management are unwilling to do the right thing for stockholders, then stockholders will need to step forward and make their views known by tendering their shares into the offer and delivering consents to replace the Maxwell directors with nominees who put stockholder value and interests first." The revised tender offer for all outstanding shares of Maxwell is scheduled to expire on Monday, June 21, 2004 at 5:00 p.m. New York City time. The deadline for submitting consents pursuant to the consent solicitation is June 20, 2004. Jones will host a conference call with management today at 8:30 a.m. New York City time, which is accessible by dialing 412-858-4600 or through a web cast at www.jny.com. A replay of the conference call is available through June 3 by dialing 877-344-7529, enter account number 051 and conference number 346314. Jones Apparel Group, Inc. (www.jny.com), a Fortune 500 Company, is a leading designer and marketer of branded apparel, footwear and accessories. The Company's nationally recognized brands include Jones New York, Polo Jeans Company licensed from Polo Ralph Lauren Corporation, Evan-Picone, Norton McNaughton, Gloria Vanderbilt, Erika, l.e.i., Energie, Nine West, Easy Spirit, Enzo Angiolini, Bandolino, Napier, Judith Jack, Kasper, Anne Klein, Albert Nipon and LeSuit. The Company also markets costume jewelry under the Tommy Hilfiger brand licensed from Tommy Hilfiger Corporation and the Givenchy brand licensed from Givenchy Corporation, and footwear and accessories under the ESPRIT brand licensed from Esprit Europe, B.V. With over 30 years of service, the Company has built a reputation for excellence in product quality and value and in operational execution. IMPORTANT INFORMATION Investors and security holders are urged to read the disclosure documents filed with the Securities and Exchange Commission (the "SEC") from time to time, including the tender offer statement filed on March 23, 2004 and the supplement to the tender offer statement that will be filed later today, regarding the tender offer by MSC for all the outstanding shares of Class A Common Stock, together with the associated preferred stock purchase rights, of Maxwell. Investors and security holders may obtain a free copy of the disclosure documents (when they are available) and other documents filed by Jones or MSC with the SEC at the SEC's website at www.sec.gov. In addition, documents filed with the SEC by Jones or MSC may be obtained free of charge from Jones by directing a request to Jones Apparel Group, Inc., 250 Rittenhouse Circle, Keystone Park, Bristol, Pennsylvania 19007, Attention: Chief Operating and Financial Officer. Jones filed a definitive consent solicitation statement on April 21, 2004 with the SEC. Investors and security holders may obtain a free copy of the definitive consent solicitation statement and other documents filed by Jones or MSC with the SEC at the SEC's website at www.sec.gov. In addition, documents filed with the SEC by Jones or MSC may be obtained free of charge from Jones by directing a request to Jones Apparel Group, Inc., 250 Rittenhouse Circle, Keystone Park, Bristol, Pennsylvania 19007, Attention: Chief Operating and Financial Officer. 7 CERTAIN INFORMATION CONCERNING PARTICIPANTS Jones, MSC and, in each case, certain of its officers, directors and nominees for the directorships of Maxwell, among others, may be deemed to be participants in the solicitation of Maxwell's stockholders. The security holders of Maxwell may obtain information regarding the names, affiliations and interests of individuals who may be participants in the solicitation of Maxwell's stockholders in the definitive consent solicitation statement filed by Jones with the SEC on Schedule 14A on April 21, 2004. 4. PURPOSE OF THE OFFER AND THE PROPOSED MERGER. The discussion set forth in "THE OFFER -- Section 11" of the Offer to Purchase is hereby amended and supplemented as follows: Consent Solicitation. Jones and Purchaser have commenced the Consent Solicitation to (1) remove each member of Maxwell's Board of Directors and any person (other than those elected by the Consent Solicitation) elected or appointed to Maxwell's Board of Directors by such directors to fill any vacancy on Maxwell's Board of Directors or any newly-created directorships, (2) elect the five Purchaser Nominees to Maxwell's Board of Directors and (3) repeal each provision of the Maxwell bylaws and amendments thereto, if any, adopted after March 30, 2004 and before the effectiveness of the proposals made pursuant to the Consent Solicitation. Preferred Stock Purchase Rights. According to Maxwell's Schedule 14D-9 filed with the SEC on March 29, 2004, Maxwell's Board of Directors voted on March 28, 2004 to defer the Distribution Date for the Rights as a result of the commencement of the Offer to that time immediately preceding consummation of any transaction or series of related transactions in which a person becomes, or will likely become (as determined by Maxwell's Board of Directors), a 15% Stockholder. Until the Distribution Date, the Rights may be transferred only in connection with the transfer of the Shares. On April 2, 2004, Maxwell disclosed that it had amended the Rights Agreement to provide, among other things, that, in certain cases, a person will not be deemed a 15% Stockholder if such person inadvertently acquires in excess of 14.9% of the Shares. The amendment to the Rights Agreement is included as Exhibit 99.1 to Maxwell's Form 8-K filed with the SEC on April 2, 2004. Severance Arrangements and Changes to Employee Benefits. On March 29, 2004, Maxwell disclosed that, on March 25, 2004, Maxwell's Board of Directors adopted a management retention plan which covers approximately 32 management employees and officers of Maxwell. The management retention plan is included as Exhibit (e)(5) to Maxwell's Schedule 14D-9 filed with the SEC on March 29, 2004. Also on March 29, 2004, Maxwell disclosed that, on March 25, 2004, it had amended the employment agreements of Mark. J. Cocozza, Maxwell's Chairman of the Board and Chief Executive Officer, and James J. Tinagero, Maxwell's Chief Operating Officer, Executive Vice President and Secretary. The amendments to Mr. Cocozza's and Mr. Tinagero's employment agreements are included as Exhibit (e)(3) and Exhibit (e)(4), respectively, to Maxwell's Schedule 14D-9 filed with the SEC on March 29, 2004. The foregoing descriptions of the amendments to the Rights Agreement, the employment agreements and Maxwell's management retention plan are based solely on public filings made by Maxwell and are qualified in their entirety by reference to the filings referred to above. 5. SOURCE AND AMOUNT OF FUNDS. The discussion set forth in "THE OFFER -- Section 12" of the Offer to Purchase is hereby amended and supplemented as follows: As a result of the increase in the Offer Price, Purchaser estimates that the total amount of funds now required to acquire, pursuant to the Offer, the number of Shares that are outstanding on a fully diluted basis and to pay related fees and expenses, including, without limitation, fees and expenses of professional advisors and printing and mailing costs, will be approximately $378.4 million. Purchaser currently expects to obtain the funds required to consummate the Offer through capital contributions or advances made by Jones. Jones currently expects to obtain such cash funds from either cash on hand and/or its existing credit facilities. 8 THE OFFER IS NOT CONDITIONED ON EITHER JONES OR PURCHASER OBTAINING FINANCING. 6. CERTAIN CONDITIONS TO THE OFFER. The discussion set forth in "THE OFFER -- Section 14" of the Offer to Purchase is hereby amended and supplemented as follows: On April 6, 2004, Jones was advised by the FTC that early termination had been granted for the waiting period under the HSR Act with respect to the Offer and the Proposed Merger. Accordingly, the HSR Condition has been satisfied. With the exception of the HSR Condition, the Offer remains subject to all the conditions contained in the Offer to Purchase, as amended by this Supplement. Except as expressly set forth in this Supplement, Jones and Purchaser have not to the date of this Supplement waived, amended or deemed satisfied any of the conditions to the Offer. See the "INTRODUCTION", "THE OFFER -- Section 11" and "THE OFFER -- Section 14" of the Offer to Purchase. 7. CERTAIN LEGAL MATTERS SINCE MARCH 23, 2004. The discussion set forth in "THE OFFER -- Section 15" of the Offer to Purchase is hereby amended and supplemented as follows: Antitrust. On April 6, 2004, Jones was advised by the FTC that early termination had been granted for the waiting period under the HSR, Act with respect to the Offer and the Proposed Merger. Litigation. On March 23, 2004 Peshi & Associates, which purports to be a stockholder of Maxwell, filed a putative class action suit in the Court of Chancery of the State of Delaware against Maxwell and several of its officers and directors alleging that the defendants breached their fiduciary duties in connection with Maxwell's response to the Offer. Peshi & Associates is seeking injunctive and declaratory relief and an accounting. On March 25, 2004, Maxwell's Board of Directors announced that it had "set a record date of March 25, 2004 in connection with Jones Apparel Group, Inc.'s consent solicitation." On March 26, 2004, Purchaser wrote to Maxwell demanding the right to inspect certain books and records relating, among other things, to Maxwell's setting of the March 25, 2004 record date. By letter dated March 28, 2004, Maxwell refused to permit such inspection. As a result, on March 30, 2004, Purchaser filed a Complaint in the Court of Chancery of the State of Delaware to compel Maxwell to make those books and records available for inspection, pursuant to Section 220 of the DGCL. A copy of that complaint is filed as Exhibit (a)(5)(A) to Jones's and Purchaser's Schedule TO Amendment No. 1 filed with the SEC on April 1, 2004. On March 31, 2004, Jones and Purchaser filed a separate Complaint in the Court of Chancery of the State of Delaware challenging Maxwell's attempt improperly to set March 25, 2004 as the record date for the Consent Solicitation. The lawsuit claimed that Maxwell's setting of a purported record date for a solicitation that had not yet commenced constituted a violation of Maxwell's Amended and Restated Certificate of Incorporation and a breach of Maxwell's directors' fiduciary duties to Maxwell and its stockholders under Delaware law. A copy of that complaint is filed as Exhibit (a)(5)(C) to Jones's and Purchaser's Schedule TO Amendment No. 1 filed with the SEC on April 1, 2004. On April 1, 2004, Maxwell filed a lawsuit in the United States District Court for the District of Massachusetts against Jones and Purchaser alleging that Jones and Purchaser made materially false and misleading statements and omissions in violation of the federal securities laws in connection with the Offer and their possible solicitation of consents from Maxwell stockholders. Subsequently, Maxwell filed a motion for preliminary injunction. Jones and Purchaser believe that the claims and allegations asserted in the lawsuit are without merit and intend vigorously to defend against the lawsuit. On April 20, 2004, Jones and Purchaser voluntarily dismissed without prejudice certain claims from their March 31, 2004 complaint filed in the Court of Chancery of the State of Delaware, including the claims seeking a declaratory judgment from the Court that Maxwell's directors had breached their fiduciary duties in 9 setting the March 25, 2004 record date for the Consent Solicitation. A copy of the Stipulation Regarding Dismissal of Claims is filed as Exhibit (a)(5)(F) to Jones's and Purchaser's Schedule TO Amendment No. 7 filed with the SEC on April 21, 2004. Jones and Purchaser, however, have not dismissed their claim that the setting of the March 25, 2004 record date by Maxwell violated Maxwell's Amended and Restated Certificate of Incorporation. Maxwell filed a motion to dismiss this claim on April 21, 2004. Jones and Purchaser filed a motion for summary judgment on their claim on April 29, 2004. On May 14, 2004, the Court of Chancery of the State of Delaware heard oral arguments on these motions. A decision on these motions is pending. Purchaser also dismissed without prejudice its March 30, 2004 claim filed in the Court of Chancery of the State of Delaware to compel Maxwell to make certain books and records related to setting the record date of March 25, 2004 for the Consent Solicitation available to Purchaser pursuant to Section 220 of the DGCL. Because Maxwell stated to the Court that no signed written consent had been delivered to Maxwell, Purchaser no longer required inspection of such books and records related to the March 25, 2004 record date. A copy of the Stipulation of Dismissal is filed as Exhibit (a)(5)(G) to Jones's and Purchaser's Schedule TO Amendment No. 7 filed with the SEC on April 21, 2004. In response to Maxwell's lawsuit in the United States District Court for the District of Massachusetts against Jones and Purchaser, on April 30, 2004, Jones and Purchaser filed a Motion to Dismiss and for Partial Summary Judgment, which is filed as Exhibit (a)(5)(H) to Jones's and Purchaser's Schedule TO Amendment No. 8 filed with the SEC on May 4, 2004. Jones's and Purchaser's Memorandum in Support of their Motion to Dismiss and for Partial Summary Judgment is filed as Exhibit (a)(5)(I) to Jones's and Purchaser's Schedule TO Amendment No. 8 filed with the SEC on May 4, 2004. The foregoing descriptions of the lawsuits filed in the Court of Chancery of the State of Delaware and the District Court for the District of Massachusetts are qualified in their entirety by reference to the filings referred to above. 8. MISCELLANEOUS. Jones and Purchaser have filed with the SEC amendments to the Tender Offer Statement on Schedule TO furnishing additional information with respect to the Offer, and may file further amendments thereto. The Schedule TO and any and all amendments thereto, including exhibits, may be examined and copies may be obtained from the principal office of the SEC in the same manner as described in "THE OFFER -- Section 8" of the Offer to Purchase with respect to information concerning Maxwell. Except as modified by this Supplement and any amendments to the Schedule TO, the terms and conditions set forth in the Offer to Purchase remain applicable in all respects to the Offer, and this Supplement should be read in conjunction with the Offer to Purchase and the revised (grey) Letter of Transmittal. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF JONES OR PURCHASER NOT CONTAINED HEREIN, IN THE OFFER TO PURCHASE OR IN THE REVISED LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. 10 CERTAIN INFORMATION CONCERNING PARTICIPANTS Jones, Purchaser and, in each case, certain of its officers, directors and nominees for directorships of Maxwell, among others, may be deemed to be participants in the solicitation of Maxwell's stockholders. The security holders of Maxwell may obtain information regarding the names, affiliations and interests of individuals who may be participants in the solicitation of Maxwell's stockholders in the definitive consent solicitation statement filed by Jones with the SEC on Schedule 14A on April 21, 2004. MSC Acquisition Corp. May 26, 2004 11 Facsimile copies of the Letter of Transmittal, properly completed and duly executed, will be accepted. The Letter of Transmittal, certificates for Shares and Rights and any other required documents should be sent or delivered by each stockholder of Maxwell or his or her broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below: The Depositary for the Offer is: THE BANK OF NEW YORK By Mail: By Hand or Overnight Delivery: Tender & Exchange Department Tender & Exchange Department P.O. Box 11248 101 Barclay Street Church Street Station Receive and Delivery Window New York, New York 10286-1248 New York, New York 10286
By Facsimile Transmission: (For Eligible Institutions Only) (212) 815-6433 Confirmation Receipt of Facsimile by Telephone Only: (212) 815-6212 Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers listed below. Additional copies of the Offer to Purchase, this Supplement, the Letter of Transmittal and other tender offer materials may be obtained from the Information Agent, and will be furnished promptly at Purchaser's expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: (INNISFREE LOGO) 501 Madison Avenue, 20th Floor New York, New York 10022 Banks and Brokers Call Collect: (212) 750-5833 All Others Please Call Toll-free: (888) 750-5834 The Dealer Manager for the Offer is: BEAR STEARNS & CO. INC. 383 Madison Avenue New York, New York 10179 (888) 235-2327 or (212) 272-2000 EX-99.A.1.J 3 y97766exv99waw1wj.txt REVISED LETTER OF TRANSMITTAL EXHIBIT(A)(1)(J) LETTER OF TRANSMITTAL TO TENDER SHARES OF CLASS A COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF MAXWELL SHOE COMPANY INC. AT $22.50 NET PER SHARE PURSUANT TO THE OFFER TO PURCHASE DATED MARCH 23, 2004 AND THE SUPPLEMENT THERETO DATED MAY 26, 2004 BY MSC ACQUISITION CORP., AN INDIRECT WHOLLY OWNED SUBSIDIARY OF JONES APPAREL GROUP, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, JUNE 21, 2004, UNLESS THE OFFER IS EXTENDED. The Depositary for the Offer is: THE BANK OF NEW YORK By Mail: By Hand or Overnight Delivery: By Facsimile Transmission: Tender & Exchange Department Tender & Exchange Department (For Eligible Institutions Only) P.O. Box 11248 101 Barclay Street (212) 815-6433 Church Street Station Receive and Delivery Window Confirmation Receipt of Facsimile New York, New York 10286-1248 New York, New York 10286 By Telephone Only (212) 815-6212
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. STOCKHOLDERS WHO HAVE ALREADY TENDERED SHARES PURSUANT TO THE OFFER USING THE PREVIOUSLY DISTRIBUTED (BLUE) LETTER OF TRANSMITTAL OR (GREEN) NOTICE OF GUARANTEED DELIVERY NEED NOT TAKE ANY FURTHER ACTION IN ORDER TO RECEIVE THE INCREASED OFFER PRICE OF $22.50 PER SHARE IF SHARES ARE ACCEPTED FOR PAYMENT AND PAID FOR BY PURCHASER PURSUANT TO THE OFFER, EXCEPT AS MAY BE REQUIRED BY THE GUARANTEED DELIVERY PROCEDURE, IF SUCH PROCEDURE WAS UTILIZED.
- ------------------------------------------------------------------------------------------------------------------------------ DESCRIPTION OF SHARES TENDERED - ------------------------------------------------------------------------------------------------------------------------------ NAMES(S) & ADDRESS(ES) OF REGISTERED HOLDERS(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS SHARES TENDERED NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY) - ------------------------------------------------------------------------------------------------------------------------------ TOTAL NUMBER OF SHARES SHARE REPRESENTED NUMBER CERTIFICATE BY SHARE OF SHARE(S) NUMBER(S)* CERTIFICATE(S) TENDERED** ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- Total Shares - ------------------------------------------------------------------------------------------------------------------------------ * Need not be completed if transfer is made by book-entry transfer. ** Unless otherwise indicated, it will be assumed that all Shares described above are being tendered. See Instruction 4. - ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------ DESCRIPTION OF RIGHTS TENDERED - ------------------------------------------------------------------------------------------------------------------------------ NAMES(S) & ADDRESS(ES) OF REGISTERED HOLDERS(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS RIGHTS TENDERED NAME(S) APPEAR(S) ON RIGHTS CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY) - ------------------------------------------------------------------------------------------------------------------------------ TOTAL NUMBER OF RIGHTS NUMBER CERTIFICATE REPRESENTED BY OF RIGHT(S) NUMBER(S)+* CERTIFICATE(S)* TENDERED** ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- Total Shares - ------------------------------------------------------------------------------------------------------------------------------ + If the tendered Rights are represented by separate Rights Certificates, complete the certificate numbers of such Rights Certificates. Stockholders tendering Rights that are not represented by separate certificates will need to submit an additional Letter of Transmittal if Rights Certificates are distributed. * Need not be completed if transfer is made by book-entry transfer. ** Unless otherwise indicated, it will be assumed that all Rights described above are being tendered. See Instruction 4. - ------------------------------------------------------------------------------------------------------------------------------
This revised Letter of Transmittal or the previously circulated (blue) Letter of Transmittal is to be used either if (a) certificates for Shares and/or Rights (each as defined below) are to be forwarded herewith or (b) unless an Agent's Message (as defined in Instruction 2 below) is utilized, if delivery of Shares and/or Rights is to be made by book-entry transfer to an account maintained by the Depositary (as defined below) at the Book-Entry Transfer Facility (as defined in and pursuant to the procedures set forth in "THE OFFER -- Section 3" of the Offer to Purchase). DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. IF ANY OF THE CERTIFICATES REPRESENTING SHARES OR RIGHTS THAT YOU OWN HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 11. Holders of Shares are required to tender one Right (as defined below) for each Share tendered to effect a valid tender of such Share. Unless and until the Distribution Date (as defined in the Offer to Purchase) occurs, the Rights are represented by and transferred with the Shares. Accordingly, if the Distribution Date does not occur prior to the Expiration Date (as defined in the Offer to Purchase) of the Offer, a tender of Shares also constitutes a tender of the associated Rights. If, however, pursuant to the Rights Agreement (as defined below) or otherwise, the separate certificates ("Rights Certificates") have been distributed by Maxwell (as defined below) to holders of Shares prior to the date of tender pursuant to the Offer (as defined below), Rights Certificates representing a number of Rights equal to the number of Shares being tendered must be delivered to the Depositary in order for such Shares to be validly tendered or, if available, a Book-Entry Confirmation must be received by the Depositary with respect thereto. If the Distribution Date has occurred and Rights Certificates have not been distributed prior to the time Shares are tendered pursuant to the Offer, a tender of Shares without Rights constitutes an agreement by the tendering stockholder to deliver Rights Certificates representing a number of Rights equal to the number of Shares tendered pursuant to the Offer to the Depositary within a period ending on the later of (1) three NASDAQ trading days after the date of execution of the Notice of Guaranteed Delivery and (2) three business days after the date such Rights Certificates are distributed. Purchaser reserves the right to require that it receive such Rights Certificates, or a Book-Entry Confirmation, if available, prior to accepting Shares for payment. Payment for Shares tendered and purchased pursuant to the Offer will be made only after timely receipt by the Depositary of, among other things, Rights Certificates, if such certificates have been distributed to holders of Shares. Purchaser will not pay any additional consideration for the Rights tendered pursuant to the Offer. 2 Holders whose certificates for Shares ("Share Certificates") and, if applicable, Rights Certificates, are not immediately available (including, without limitation, if the Distribution Date has occurred but Rights Certificates have not yet been distributed by Maxwell) or who cannot deliver either the certificates for, or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to, their Shares and/or Rights, and all other documents required hereby to the Depositary prior to the Expiration Date must tender their Shares and Rights in accordance with the guaranteed delivery procedures set forth in "THE OFFER -- Section 3" of the Offer to Purchase. See Instruction 2. [ ] CHECK HERE IF TENDERED SHARES AND/OR RIGHTS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER): Name of Tendering Institution ----------------------------------------------- Account Number at Book-Entry Transfer Facility -------------------------------------------------------------- Transaction Code Number ----------------------------------------------------- [ ] CHECK HERE IF TENDERED SHARES AND/OR RIGHTS ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY (AS DEFINED IN THE OFFER TO PURCHASE) PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s) -------------------------------------------------------- Date of Execution of Notice of Guaranteed Delivery -------------------------- Name of Institution that Guaranteed Delivery - -------------------------------------------------------------------------------- IF DELIVERED BY BOOK-ENTRY TRANSFER, CHECK BOX: [ ] Name of Tendering Institution ----------------------------------------------- Account Number at Book-Entry Transfer Facility -------------------------------------------------------------- Transaction Code Number ----------------------------------------------------- 3 NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. Ladies and Gentlemen: The undersigned hereby tenders to MSC Acquisition Corp., a New York corporation (the "Purchaser") and an indirect wholly owned subsidiary of Jones Apparel Group, Inc., a Pennsylvania corporation, (1) the above described shares of Class A Common Stock, par value $.01 per share (the "Shares"), of Maxwell Shoe Company Inc., a Delaware corporation ("Maxwell"), and (2) unless and until validly redeemed by the Maxwell Board of Directors, the associated rights to purchase shares of Series A Junior Participating Preferred Stock of Maxwell (the "Rights") issued pursuant to the Rights Agreement, dated as of November 2, 1998 (as amended from time to time, the "Rights Agreement"), by and between Maxwell and EquiServe Trust Company, N.A., as Rights Agent, at a price of $22.50 per Share, net to the seller in cash, without interest thereon (the "Offer Price"), upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase dated March 23, 2004 (as amended and supplemented, the "Offer to Purchase"), the Supplement thereto dated May 26, 2004 (the "Supplement") and this Letter of Transmittal (which, together with any amendments or supplements thereto or hereto, collectively constitute the "Offer"), receipt of which is hereby acknowledged. Unless the context otherwise requires, all references herein to the "Shares" shall be deemed to include the associated Rights, and all references herein to the "Rights" shall be deemed to include the benefits that may inure to holders of the Rights pursuant to the Rights Agreement. Upon the terms of the Offer, subject to, and effective upon, acceptance for payment of, and payment for, the Shares and Rights tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser all right, title and interest in and to all the Shares and Rights that are being tendered hereby (and any and all other Shares or other securities or rights issued or issuable in respect thereof on or after March 22, 2004) and irrevocably constitutes and appoints The Bank of New York (the "Depositary"), the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned's rights with respect to such Shares and Rights (and any such other Shares or securities or rights), (a) to deliver certificates for such Shares and Rights (and any such other Shares or securities or rights) or transfer ownership of such Shares and Rights (and any such other Shares or securities or rights) on the account books maintained by the Book-Entry Transfer Facility together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, Purchaser, (b) to present such Shares and Rights (and any such other Shares or securities or rights) for transfer on Maxwell's books and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and Rights (and any such other Shares or securities or rights), all in accordance with the terms of the Offer. The undersigned understands that, unless the Rights are redeemed prior to the expiration of the Offer, stockholders will be required to tender one Right for each Share tendered in order to effect a valid tender of such Share. The undersigned understands that if the Distribution Date has occurred and Rights Certificates have been distributed to holders of Shares prior to the time a holder's Shares are purchased pursuant to the Offer, in order for Rights (and the corresponding Shares) to be validly tendered, Rights Certificates representing a number of Rights equal to the number of Shares being tendered herewith must be delivered to the Depositary or, if available, a Book-Entry Confirmation must be received by the Depositary with respect thereto. If the Distribution Date has occurred and Rights Certificates have not been distributed prior to the time Shares are purchased pursuant to the Offer, Rights may be tendered prior to a stockholder receiving Rights Certificates by use of the guaranteed delivery procedures described below. In any case, a tender of Shares constitutes an agreement by the tendering stockholder to deliver Rights Certificates representing a number of Rights equal to the number of Shares tendered herewith to the Depositary within a period ending on the later of (1) three NASDAQ trading days after the date of execution of the Notice of Guaranteed Delivery and (2) three business days after the date such Rights Certificates are distributed. Purchaser reserves the right to require that the Depositary receive Rights Certificates, or a Book-Entry Confirmation, if available, with respect to such Rights prior to accepting the associated Shares for payment. Payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of, among other things, Rights Certificates if such certificates have been distributed to holders of Shares. Purchaser will not pay any additional consideration for the Rights tendered pursuant to the Offer. 4 If, on or after March 22, 2004, Maxwell declares or pays any dividend on the Shares or other distribution on the Shares, or issues with respect to the Shares any additional Shares, shares of any other class of capital stock, or voting securities or any securities convertible into, or rights, warrants or options, conditional or otherwise, to acquire, any of the foregoing, payable or distributable to stockholders of record on a date prior to the transfer of the Shares purchased pursuant to the Offer to Purchaser or its nominee or transferee on Maxwell's stock transfer records, then, subject to the provisions of "THE OFFER -- Section 14" of the Offer to Purchase, (1) the Offer Price may, in the sole discretion of Purchaser, be reduced by the amount of any such cash dividends or cash distributions and (2) the whole of any such noncash dividend, distribution or issuance to be received by the tendering stockholders will (a) be received and held by the tendering stockholders for the account of Purchaser and will be required to be promptly remitted and transferred by each tendering stockholder to the Depositary for the account of Purchaser, accompanied by appropriate documentation of transfer, or (b) at the direction of Purchaser, be exercised for the benefit of Purchaser, in which case the proceeds of such exercise will promptly be remitted to Purchaser. Pending such remittance and subject to applicable law, Purchaser will be entitled to all rights and privileges as owner of any such noncash dividend, distribution, issuance or proceeds and may withhold the entire Offer Price or deduct from the Offer Price the amount or value thereof, as determined by Purchaser in its sole discretion. The undersigned hereby irrevocably appoints Wesley R. Card and Ira M. Dansky, or either of them, and any other individual designated by either of them or Purchaser, and each of them individually, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to vote at any annual, special or adjourned meeting of Maxwell's stockholders or otherwise in such manner as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper with respect to, to execute any written consent concerning any matter as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper with respect to, and to otherwise act as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper with respect to, the Shares and Rights tendered hereby (and with respect to any and all other Shares or other securities or rights issued in respect thereof on or after March 22, 2004) that have been accepted for payment by Purchaser prior to the time any such action is taken and with respect to which the undersigned is entitled to vote. This appointment is effective when, and only to the extent that, Purchaser accepts for payment such Shares and Rights as provided in the Offer to Purchase. This proxy is coupled with an interest in the Shares and Rights tendered hereby and is irrevocable and is granted in consideration of the acceptance for payment of such Shares and Rights in accordance with the terms of the Offer. Upon such acceptance for payment, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Shares (except for any consents issued under the Consent Solicitation (as defined in the Offer to Purchase)) and Rights (and any such other Shares or securities or rights) will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective) by the undersigned. The undersigned acknowledges that in order for Shares and Rights to be deemed validly tendered, immediately upon the acceptance for payment of such Shares and Rights, Purchaser and Purchaser's designee must be able to exercise full voting and all other rights which inure to a record and beneficial holder with respect to such Shares and Rights. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the tendered Shares and Rights (and any and all other Shares or other securities or rights issued or issuable in respect thereof on or after March 22, 2004) and, when the same are accepted for payment by Purchaser, Purchaser will acquire good title thereto, free and clear of all liens, restrictions, claims and encumbrances and the same will not be subject to any adverse claim. The undersigned will, upon request, execute any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the tendered Shares and Rights (and any such other Shares or other securities or rights). All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. The undersigned understands that the valid tender of Shares and Rights pursuant to any of the procedures described in "THE OFFER -- Section 3" of the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer. The 5 undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, Purchaser may not be required to accept for payment any of the Shares and Rights tendered hereby. Unless otherwise indicated herein under "Special Payment Instructions", please issue the check for the purchase price and/or return any certificates for Shares or Rights not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under "Description of Shares Tendered" and "Description of Rights Tendered". Similarly, unless otherwise indicated under "Special Delivery Instructions", please mail the check for the purchase price and/or return any certificates for Shares or Rights not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under "Description of Shares Tendered" and "Description of Rights Tendered". In the event that both the "Special Delivery Instructions" and the "Special Payment Instructions" are completed, please issue the check for the purchase price and/or return any certificates for Shares or Rights not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Please credit any Shares or Rights tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that Purchaser has no obligation pursuant to the "Special Payment Instructions" to transfer any Shares or Rights from the name of the registered holder thereof if Purchaser does not accept for payment any of the Shares or Rights so tendered. SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7) To be completed ONLY if certificates for Shares and/or Rights not tendered or not accepted for payment and/or the check for the purchase price of Shares and Rights accepted for payment are/is to be issued in the name of someone other than the undersigned. Issue [ ] Check [ ] Certificate(s) to: Name - -------------------------------------------------------------------------------- (PLEASE PRINT) Address - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) - -------------------------------------------------------------------------------- (EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7) To be completed ONLY if certificates for Shares and/or Rights not tendered or not accepted for payment and/or the check for the purchase price of Shares and/or Rights accepted for payment are/is to be sent to someone other than the undersigned or to the undersigned at an address other than that above. Mail [ ] Check [ ] Certificate(s) to: Name - -------------------------------------------------------------------------------- (PLEASE PRINT) Address - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) - -------------------------------------------------------------------------------- (EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) 6 SIGN HERE (PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (SIGNATURE(S) OF HOLDER(S)) Dated ------------------------------ (Must be signed by registered holder(s) as name(s) appear(s) on the certificate(s) for the Shares and Rights or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or others acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5.) Name(s) ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- (PLEASE PRINT) Capacity (Full Title) ---------------------------------------------------------- Address ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Daytime Area Code and Telephone No. --------------------------------------------- Employer Identification or Social Security No. ---------------------------------- (SEE SUBSTITUTE FORM W-9) GUARANTEE OF SIGNATURE(S) (IF REQUIRED: SEE INSTRUCTIONS 1 AND 5) Authorized Signature ----------------------------------------------------------- Name --------------------------------------------------------------------------- (PLEASE PRINT) Title -------------------------------------------------------------------------- Name of Firm ------------------------------------------------------------------- Address ------------------------------------------------------------------------ (INCLUDE ZIP CODE) Daytime Area Code and Telephone No. -------------------------------------------- Dated: ------------------------------ 7 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this Letter of Transmittal if (1) this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction, includes any participant in the Book-Entry Transfer Facility's systems whose name appears on a security position listing as the owner of such Shares or Rights) of Shares or Rights tendered herewith and such registered holder has not completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on this Letter of Transmittal or (2) such Shares and/or Rights are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (such participant, an "Eligible Institution"). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5. 2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed by stockholders either if (a) Share Certificates and/or Rights Certificates are to be forwarded herewith or (b) unless an Agent's Message (as defined below) is utilized, if delivery of Shares and/or Rights (if available) is to be made pursuant to the procedures for book-entry transfer set forth in "THE OFFER -- Section 3" of the Offer to Purchase. For a holder validly to tender Shares or Rights pursuant to the Offer, either (1) on or prior to the Expiration Date, (a) Share Certificates representing tendered Shares (and, prior to the Distribution Date, representing tendered Rights) and, after the Distribution Date, Right Certificates must be received by the Depositary at one of its addresses set forth herein, or such Shares and Rights must be tendered pursuant to the book-entry transfer procedures set forth in "THE OFFER -- Section 3" of the Offer to Purchase and a Book-Entry Confirmation (as defined in the Offer to Purchase) must be received by the Depositary, (b) this Letter of Transmittal (or a facsimile hereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer of Shares and/or Rights, must be received by the Depositary at one of such addresses and (c) any other documents required by this Letter of Transmittal must be received by the Depositary at one of such addresses or (2) the tendering stockholder must comply with the guaranteed delivery procedures set forth below and in "THE OFFER -- Section 3" of the Offer to Purchase. If a Distribution Date has occurred, Rights Certificates, or Book-Entry Confirmation of a transfer of Rights into the Depositary's account at the Book-Entry Transfer Facility, if available (together with, if Rights are forwarded separately from Shares, a properly completed and duly executed Letter of Transmittal with any required signature guarantee, or an Agent's Message in the case of a book-entry delivery, and any other documents required by this Letter of Transmittal), must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date or, if later, within three business days after the date on which such Rights Certificates are distributed. "Agent's Message" means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, that states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares and, if applicable, the Rights that such participant has received and agrees to be bound by the terms of this Letter of Transmittal and that Purchaser may enforce such agreement against such participant. THE METHOD OF DELIVERY OF SHARE CERTIFICATES, RIGHTS CERTIFICATES (IF APPLICABLE), THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION AND SOLE RISK OF THE TENDERING STOCKHOLDER. SHARES AND RIGHTS WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL, WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. 8 No alternative, conditional or contingent tenders will be accepted and no fractional Shares or Rights will be purchased. All tendering holders, by execution of this Letter of Transmittal (or a facsimile thereof), waive any right to receive any notice of the acceptance of their Shares and Rights for payment. 3. INADEQUATE SPACE. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares or Rights should be listed on a separate schedule attached hereto. 4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER). If fewer than all the Shares or Rights evidenced by any certificate submitted are to be tendered, fill in the number of Shares and Rights that are to be tendered in the box entitled "Number of Shares Tendered" and "Number of Rights Tendered", respectively. In any such case, new certificate(s) for the remainder of the Shares or Rights that were evidenced by the old certificate(s) will be sent to the registered holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the acceptance for payment of, and payment for, the Shares and Rights tendered herewith. All Shares and Rights represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder of the Shares and Rights tendered hereby, the signature must correspond with the name as written on the face of the certificate(s) without any change whatsoever. If any of the Shares or Rights tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Shares or Rights are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates. If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to Purchaser of their authority so to act must be submitted. When this Letter of Transmittal is signed by the registered holder(s) of the Shares or Rights listed and transmitted hereby, no endorsements of certificates or separate stock powers are required with respect to such Shares or Rights unless payment is to be made to, or certificates for Shares or Rights not tendered or accepted for payment are to be issued to, a person other than the registered holder(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. If the certificates for Shares or Rights are registered in the name of a person other than the signer of this Letter of Transmittal, or if payment is to be made or certificates for Shares or Rights not tendered or not accepted for payment are to be returned to a person other than the registered holder of the certificates surrendered, the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holder or holders appear on the certificates, with the signatures on the certificates or stock powers guaranteed as aforesaid. See Instruction 1. 6. STOCK TRANSFER TAXES. Purchaser will pay any stock transfer taxes with respect to the transfer and sale of Shares and Rights to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if certificates for Shares and/or Rights not tendered or accepted for payment are to be registered in the name of, any person(s) other than the registered holder(s), or if tendered certificates are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such person(s)) payable on account of the transfer to such person(s) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF TRANSMITTAL. 9 7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued in the name of, and/or certificates for Shares or Rights not accepted for payment are to be returned to, a person other than the signer of this Letter of Transmittal or if a check is to be sent and/or such certificates are to be returned to a person other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. 8. WAIVER OF CONDITIONS. Purchaser reserves the absolute right in its sole discretion to waive any of the specified conditions of the Offer, in whole or in part, at any time and from time to time, in the case of any Shares or Rights tendered. 9. BACKUP WITHHOLDING. In order to avoid backup withholding of U.S. Federal income tax on payments of cash pursuant to the Offer, a stockholder surrendering Shares and/or Rights in the Offer must, unless an exemption applies, provide the Depositary with such stockholder's correct taxpayer identification number ("TIN") on Substitute Form W-9 in this Letter of Transmittal and certify under penalties of perjury that such TIN is correct and that such stockholder is not subject to backup withholding. If a stockholder does not provide such stockholder's correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the "IRS") may impose a penalty on such stockholder and payment of cash to such stockholder pursuant to the Offer may be subject to backup withholding of 28%. All stockholders surrendering Shares and/or Rights pursuant to the Offer should complete and sign the main signature form and the Substitute Form W-9 to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to Purchaser and the Depositary). Backup withholding is not an additional tax. Rather, the amount of the backup withholding can be credited against the U.S. Federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the stockholder upon filing an income tax return. The stockholder is required to give the Depositary the TIN (i.e., Social Security number or employer identification number) of the record owner of the Shares and Rights. If the Shares or Rights are held in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. The box in Part 3 of the Substitute Form W-9 may be checked if the tendering stockholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the stockholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 28% on all payments made prior to the time a properly certified TIN is provided to the Depositary. However, such amounts will be refunded to such stockholder if a TIN is provided to the Depositary within 60 days. Certain stockholders (including, among others, all corporations, individual retirement accounts and certain foreign individuals and entities) are not subject to backup withholding. Noncorporate foreign stockholders should complete and sign the main signature form and a Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. 10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for assistance may be directed to Innisfree M&A Incorporated (the "Information Agent") or to Bear, Stearns & Co. Inc. (the "Dealer Manager") at their respective addresses listed below. Additional copies of the Offer to Purchase, the Supplement, this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be obtained from the Information Agent or from brokers, dealers, banks, trust companies or other nominees. 10 11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate representing Shares or Rights has been lost, destroyed or stolen, the stockholder should promptly notify the transfer agent for the Shares, EquiServe Trust Company, N.A., at 1-877-282-1168. The holder will then be instructed as to the steps that must be taken in order to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed. IMPORTANT: IN ORDER FOR SHARES TO BE VALIDLY TENDERED PURSUANT TO THE OFFER, (1) ON OR PRIOR TO THE EXPIRATION DATE (A) THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), PROPERLY COMPLETED AND DULY EXECUTED, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, MUST BE RECEIVED BY THE DEPOSITARY, OR IN THE CASE OF A BOOK-ENTRY TRANSFER OF SHARES, AN AGENT'S MESSAGE MUST BE RECEIVED BY THE DEPOSITARY, (B) ANY OTHER DOCUMENTS REQUIRED BY THIS LETTER OF TRANSMITTAL MUST BE RECEIVED BY THE DEPOSITARY AND (C) EITHER SHARE CERTIFICATES REPRESENTING TENDERED SHARES (AND, PRIOR TO THE DISTRIBUTION DATE, REPRESENTING TENDERED RIGHTS) AND, AFTER THE DISTRIBUTION DATE, RIGHT CERTIFICATES, MUST BE RECEIVED BY THE DEPOSITARY OR SUCH SHARES AND RIGHTS MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER AND A BOOK-ENTRY CONFIRMATION MUST BE RECEIVED BY THE DEPOSITARY, OR (2) THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY. 11
- ------------------------------------------------------------------------------------------------------------------ PAYER'S NAME: THE BANK OF NEW YORK - ------------------------------------------------------------------------------------------------------------------ SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX Social Security Number(s) OR FORM W-9 AT RIGHT AND CERTIFY BY SIGNING AND DATING Employer Identification Number BELOW. --------------------------------------- --------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY PART 2 -- CERTIFICATES -- PART 3 -- INTERNAL REVENUE SERVICE Under penalties of perjury, I certify that Awaiting TIN [ ] PART 4 -- Exempt [ ] PAYOR'S REQUEST FOR (1) the number shown on this form is my correct Taxpayer TAXPAYER IDENTIFICATION Identification Number (or I am waiting for a number NUMBER ("TIN") to be issued for me) and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding and (3) I am a U.S. person (including a U.S. resident alien). -------------------------------------------------------------------------------------- CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax returns. However, if after being notified by the IRS that you are subject to backup withholding, you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out such item (2). If you are exempt from backup withholding, check the box in part 4 above. Signature ------------------------------------------ Date -------------------- - -------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a Taxpayer Identification Number to the Depositary, 28% percent of all reportable payments made to me will be withheld, but will be refunded to me if I provide a certified Taxpayer Identification Number within 60 days. Signature ------------------------------ Date ------------------------- 12 THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF) PROPERLY COMPLETED AND DULY EXECUTED, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, CERTIFICATES FOR SHARES AND/OR RIGHTS AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH STOCKHOLDER OF MAXWELL OR SUCH STOCKHOLDER'S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH BELOW. 13 THE DEPOSITARY FOR THE OFFER IS: THE BANK OF NEW YORK By Mail: By Hand or Overnight Delivery: Tender & Exchange Department Tender & Exchange Department P.O. Box 11248 101 Barclay Street Church Street Station Receive and Delivery Window New York, New York New York, New York 10286 10286-1248
By Facsimile Transmission: (For Eligible Institutions Only) (212) 815-6433 Confirmation Receipt of Facsimile by Telephone Only: (212) 815-6212 Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses set forth below. Additional copies of the Offer to Purchase, the Supplement, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Dealer Manager or the Information Agent. You may also contact your broker, dealer, bank, trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: (INNISFREE LOGO) 501 Madison Avenue, 20th Floor New York, New York 10022 Banks and Brokers Call Collect: (212) 750-5833 All Others Please Call Toll-free: (888) 750-5834 The Dealer Manager for the Offer is: BEAR, STEARNS & CO. INC. 383 Madison Avenue New York, New York 10179 (888) 235-2327 or (212) 272-2000 EX-99.A.1.K 4 y97766exv99waw1wk.txt REVISED NOTICE OF GURANTEED DELIVERY EXHIBIT (a)(1)(K) NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF CLASS A COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF MAXWELL SHOE COMPANY INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, JUNE 21, 2004, UNLESS THE OFFER IS EXTENDED. As set forth in "THE OFFER -- Section 3" of the Offer to Purchase (as defined below), this form or one substantially equivalent hereto must be used to accept the Offer (as defined below) if (i) certificates ("Share Certificates") representing shares of Class A Common Stock, par value $.01 per share (the "Shares"), of Maxwell Shoe Company Inc., a Delaware corporation ("Maxwell"), or if applicable, certificates ("Rights Certificates") for the associated rights to purchase shares of Series A Junior Participating Preferred Stock of Maxwell (the "Rights") issued pursuant to the Rights Agreement, dated as of November 2, 1998 (as amended from time to time, the "Rights Agreement"), by and between Maxwell and EquiServe Trust Company, N.A., as Rights Agent, are not immediately available (including, without limitation, if the Distribution Date (as defined in "THE OFFER -- Section 11" of the Offer to Purchase) has occurred, but Rights Certificates have not yet been distributed); (ii) the procedures for book-entry transfer for all required documents cannot be completed on a timely basis or (iii) time will not permit all required documents to reach The Bank of New York, as Depositary (the "Depositary"), prior to the Expiration Date (as defined in "THE OFFER -- Section 1" of the Offer to Purchase). Unless the context otherwise requires, all references herein to the "Shares" shall be deemed to include the associated Rights, and all references herein to the "Rights" shall be deemed to include the benefits that may inure to holders of Rights pursuant to the Rights Agreement. This form may be delivered by hand to the Depositary or transmitted by telegram, facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution (as defined in "THE OFFER -- Section 3" of the Offer to Purchase). See "THE OFFER -- Section 3" of the Offer to Purchase. The Depositary for the Offer is: THE BANK OF NEW YORK By Mail: By Hand or Overnight Delivery: Tender & Exchange Department Tender & Exchange Department P.O. Box 11248 101 Barclay Street Church Street Station Receive and Delivery Window New York, New York 10286-1248 New York, New York 10286
By Facsimile Transmission: (For Eligible Institutions Only) (212) 815-6433 Confirmation Receipt of Facsimile by Telephone Only: (212) 815-6212 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY. THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL. THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED. Ladies and Gentlemen: The undersigned hereby tenders to MSC Acquisition Corp., a New York corporation ("Purchaser") and an indirect wholly owned subsidiary of Jones Apparel Group, Inc., a Pennsylvania corporation, upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase dated March 23, 2004 (as amended and supplemented, the "Offer to Purchase"), the Supplement thereto dated May 26, 2004 and in the related revised Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), receipt of which is hereby acknowledged, the number of Shares and/or Rights set forth below, all pursuant to the guaranteed delivery procedures set forth in "THE OFFER -- Section 3" of the Offer to Purchase. Name(s) of Record Holder(s) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PLEASE PRINT Address(es) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ZIP CODE Daytime Area Code and Tel. No. - -------------------------------------------------------------------------------- Signature - -------------------------------------------------------------------------------- Number of Shares - -------------------------------------------------------------------------------- Number of Rights - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Certificate Nos. (if available) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Check box if Shares and/or Rights will be tendered by book-entry transfer) [ ] The Depository Trust Company Account Number at Book Entry Transfer Facility Date: ------------------------------ GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program, hereby guarantees to deliver to the Depositary either the certificates representing the Shares and/or Rights tendered hereby, in proper form for transfer, or a Book-Entry Confirmation (as defined in "THE OFFER -- Section 2" of the Offer to Purchase) with respect to such Shares and, if applicable, such Rights, in any such case together with a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message (as defined in "THE OFFER -- Section 2" of the Offer to Purchase), and any other required documents, within (a) in the case of Shares three NASDAQ trading days after the date hereof or (b) in the case of the Rights, a period ending on the later of (i) three NASDAQ trading days of the date hereof and (ii) three business days after the date Rights Certificates are distributed to the stockholders by Maxwell. The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for Shares and/or Rights to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution. Name of Firm - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ZIP CODE Telephone Number ( ) - -------------------------------------------------------------------------------- Authorized Signature ------------------------------------------------------- Please Type or Print Name - -------------------------------------------------------------------------------- Title - -------------------------------------------------------------------------------- Dated: - -------------------------------------------------------------------------------- NOTE: DO NOT SEND CERTIFICATES FOR SHARES OR RIGHTS WITH THIS NOTICE. CERTIFICATES FOR SHARES OR RIGHTS SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. EX-99.A.1.L 5 y97766exv99waw1wl.txt REVISED LETTER TO BROKERS, DEALERS EXHIBIT (a)(1)(L) MSC ACQUISITION CORP., AN INDIRECT WHOLLY OWNED SUBSIDIARY OF JONES APPAREL GROUP, INC. HAS INCREASED THE PRICE OF ITS OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF MAXWELL SHOE COMPANY INC. TO $22.50 NET PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, JUNE 21, 2004, UNLESS THE OFFER IS EXTENDED. May 26, 2004 To Brokers, Dealers, Banks, Trust Companies and other Nominees: We have been engaged by MSC Acquisition Corp., a New York corporation ("Purchaser") and an indirect wholly owned subsidiary of Jones Apparel Group, Inc., a Pennsylvania corporation ("Jones"), and Jones to act as Dealer Manager in connection with Purchaser's offer to purchase (1) all issued and outstanding shares of Class A Common Stock, par value $.01 per share (the "Shares"), of Maxwell Shoe Company Inc., a Delaware corporation ("Maxwell") and (2) unless and until validly redeemed by Maxwell's Board of Directors, the associated rights to purchase shares of Series A Junior Participating Preferred Stock of Maxwell (the "Rights") issued pursuant to the Rights Agreement, dated as of November 2, 1998 (as amended from time to time, the "Rights Agreement"), by and between Maxwell and EquiServe Trust Company, N.A., as Rights Agent, at a price of $22.50 per Share, net to the seller in cash, without interest (the "Offer Price"), upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase dated March 23, 2004 (as amended and supplemented, the "Offer to Purchase"), the Supplement thereto dated May 26, 2004 (the "Supplement") and in the related revised Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer"). Unless the context otherwise requires, all references herein to "Shares" shall be deemed to include the associated Rights, and all references herein to the "Rights" shall be deemed to include the benefits that may inure to holders of the Rights pursuant to the Rights Agreement. Unless the Rights are redeemed prior to the Expiration Date (as defined in "THE OFFER -- Section 1" of the Offer to Purchase), holders of Shares will be required to tender one associated Right for each Share tendered in order to effect a valid tender of such Share. Accordingly, stockholders who sell their Rights separately from their Shares and do not otherwise acquire Rights may not be able to satisfy the requirements of the Offer for the tender of Shares. If the Distribution Date (as defined in "THE OFFER -- Section 11" of the Offer to Purchase) has not occurred prior to the Expiration Date, a tender of Shares will also constitute a tender of the associated Rights. If the Distribution Date has occurred and Rights Certificates (as defined in "INTRODUCTION" of the Offer to Purchase) have been distributed to holders of Shares prior to the time a holder's Shares are purchased pursuant to the Offer, in order for Rights (and the corresponding Shares) to be validly tendered, Rights Certificates representing a number of Rights equal to the number of Shares tendered must be delivered to the Depositary (as defined in "INTRODUCTION" of the Offer to Purchase) or, if available, a Book-Entry Confirmation (as defined in "THE OFFER -- Section 2" of the Offer to Purchase) must be received by the Depositary with respect thereto. If the Distribution Date has occurred and Rights Certificates have not been distributed prior to the time Shares are purchased pursuant to the Offer, Rights may be tendered prior to a stockholder receiving Rights Certificates by use of the guaranteed delivery procedure discussed in "THE OFFER -- Section 3" of the Offer to Purchase. In any case, a tender of Shares constitutes an agreement by the tendering stockholder to deliver Rights Certificates to the Depositary representing a number of Rights equal to the number of Shares tendered pursuant to the Offer within a period ending on the later of (1) three NASDAQ trading days after the date of execution of the Notice of Guaranteed Delivery and (2) three business days after the date Rights Certificates are distributed. Purchaser reserves the right to require that the Depositary receive Rights Certificates, or a Book-Entry Confirmation, if available, with respect to such Rights prior to accepting the associated Shares for payment pursuant to the Offer if the Distribution Date has occurred prior to the Expiration Date. If a stockholder desires to tender Shares and Rights pursuant to the Offer and such stockholder's Share Certificates (as defined in "INTRODUCTION" of the Offer to Purchase) or, if applicable, Rights Certificates are not immediately available (including, without limitation, if the Distribution Date has occurred, but Rights Certificates have not yet been distributed) or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Depositary prior to the Expiration Date, such Shares or Rights may nevertheless be tendered according to the guaranteed delivery procedures set forth in "THE OFFER -- Section 3" of the Offer to Purchase. See Instruction 2 of the Letter of Transmittal. Delivery of documents to the Book-Entry Transfer Facility (as defined in "THE OFFER -- Section 2" of the Offer to Purchase) in accordance with the Book-Entry Transfer Facility's procedures does not constitute delivery to the Depositary. Except as otherwise set forth in the Supplement, the terms and conditions previously set forth in the Offer to Purchase remain applicable in all respects to the Offer, and the Supplement should be read in conjunction with the Offer to Purchase. The Offer is conditioned upon, among other things, (1) there being validly tendered and not withdrawn prior to the Expiration Date a number of Shares that, together with the Shares then owned by Jones and its subsidiaries (including, without limitation, Purchaser), would represent at least a majority of the total number of outstanding Shares on a fully diluted basis, (2) Maxwell's Board of Directors redeeming the Rights or Purchaser being satisfied, in its sole discretion, that the Rights have been invalidated or are otherwise inapplicable to the Offer and the Proposed Merger (as defined in "INTRODUCTION" of the Offer to Purchase) and (3) Purchaser being satisfied, in its sole discretion, that Section 203 of the Delaware General Corporation Law will be inapplicable to the Proposed Merger or any other business combination involving Jones or any of its subsidiaries (including, without limitation, Purchaser) and Maxwell. Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares and Rights registered in your name or in the name of your nominee. Enclosed herewith are copies of the following documents: 1. Supplement dated May 26, 2004 to the Offer to Purchase; 2. Revised (grey) Letter of Transmittal to be used by stockholders of Maxwell in accepting the Offer (facsimile copies of the Letter of Transmittal with original signatures and all required signature guarantees may be used to tender the Shares and Rights); 3. A printed form of a revised letter that may be sent to your clients for whose account you hold Shares and Rights in your name or in the name of a nominee, with space provided for obtaining such client's instructions with regard to the Offer; 4. Revised (yellow) Notice of Guaranteed Delivery to be used to accept the Offer if Share Certificates, or, if applicable, Rights Certificates are not immediately available (including, without limitation, if the Distribution Date has occurred, but Rights Certificates have not yet been distributed) or if the procedures for book-entry transfer cannot be completed on a timely basis or if time will not permit all required documents to reach the Depositary by the Expiration Date; 5. Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9 included in the Letter of Transmittal; and 6. Return envelope addressed to The Bank of New York, as Depositary. YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, JUNE 21, 2004, UNLESS THE OFFER IS EXTENDED. TENDERING STOCKHOLDERS MAY USE EITHER THE ORIGINAL (BLUE) LETTER OF TRANSMITTAL AND THE ORIGINAL (GREEN) NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DIS- TRIBUTED WITH THE OFFER TO PURCHASE OR THE REVISED (GREY) LETTER OF TRANSMITTAL AND THE REVISED (YELLOW) NOTICE OF GUARANTEED DELIVERY. STOCKHOLDERS WHO HAVE ALREADY TENDERED SHARES PURSUANT TO THE OFFER AND WHO HAVE NOT WITHDRAWN SUCH SHARES NEED NOT TAKE ANY FURTHER ACTION IN ORDER TO RECEIVE THE INCREASED OFFER PRICE OF $22.50 PER SHARE IF SHARES ARE ACCEPTED FOR PAYMENT AND PAID FOR BY PURCHASER PURSUANT TO THE OFFER, EXCEPT AS MAY BE REQUIRED BY THE GUARANTEED DELIVERY PROCEDURE IF SUCH PROCEDURE WAS UTILIZED. In all cases, payment for Shares and Rights accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (1) the Share Certificates and, if applicable, the Rights Certificates, or a timely Book-Entry Confirmation of the book-entry transfer of such Shares and, if applicable, Rights (if such procedure is available), into the Depositary's account at the Book-Entry Transfer Facility, pursuant to the procedures set forth in "THE OFFER -- Section 3" of the Offer to Purchase, (2) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined in "THE OFFER -- Section 2" of the Offer to Purchase) in connection with a book-entry transfer effected pursuant to the procedure set forth in "THE OFFER -- Section 3" of the Offer to Purchase, and (3) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates, Rights Certificates or Book-Entry Confirmations with respect to Shares or, if applicable, Rights, are actually received by the Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE TO BE PAID BY PURCHASER FOR ANY SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN PAYING SUCH PURCHASE PRICE. Neither Purchaser nor Jones will pay any fees or commissions to any broker or dealer or other person (other than the Dealer Manager and Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer. You will be reimbursed by Purchaser upon request for customary mailing and handling expenses incurred by you in forwarding the enclosed Offer materials to your customers. Purchaser will pay or cause to be paid any transfer taxes payable on the transfer of Shares to it, except as otherwise provided in Instruction 6 of the Letter of Transmittal. If holders of Shares and Rights wish to tender, but it is impracticable for them to forward their certificates or other required documents prior to the expiration of the Offer, a tender may be effected by following the guaranteed delivery procedures specified in "THE OFFER -- Section 3" of the Offer to Purchase. Questions and requests for additional copies of the enclosed material may be directed to the Information Agent at its address and telephone numbers set forth on the back cover of the enclosed Supplement. Very truly yours, Bear, Stearns & Co. Inc. NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF PURCHASER, JONES, MAXWELL, THE DEPOSITARY, THE INFORMATION AGENT, THE DEALER MANAGER OR ANY AFFILIATE THEREOF OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE STATEMENTS CONTAINED THEREIN. EX-99.A.1.M 6 y97766exv99waw1wm.txt FORM OF REVISED LETTER TO CLIENTS EXHIBIT (a)(1)(M) MSC ACQUISITION CORP., AN INDIRECT WHOLLY OWNED SUBSIDIARY OF JONES APPAREL GROUP, INC. HAS INCREASED THE PRICE OF ITS OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF MAXWELL SHOE COMPANY INC. TO $22.50 NET PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, JUNE 21, 2004, UNLESS THE OFFER IS EXTENDED. May 26, 2004 To Our Clients: Enclosed for your consideration is a Supplement dated May 26, 2004 (the "Supplement") to the Offer to Purchase dated March 23, 2004 (as amended and supplemented, the "Offer to Purchase") and the related revised Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer") relating to the Offer by MSC Acquisition Corp., a New York corporation ("Purchaser") and an indirect wholly owned subsidiary of Jones Apparel Group, Inc., a Pennsylvania corporation ("Jones"), to purchase (1) all issued and outstanding shares of Class A Common Stock, par value $.01 per share (the "Shares"), of Maxwell Shoe Company Inc., a Delaware corporation ("Maxwell") and (2) unless and until validly redeemed by Maxwell's Board of Directors, the associated rights to purchase shares of Series A Junior Participating Preferred Stock of Maxwell (the "Rights") issued pursuant to the Rights Agreement, dated as of November 2, 1998 (as amended from time to time, the "Rights Agreement"), by and between Maxwell and EquiServe Trust Company, N.A., as Rights Agent, at a price of $22.50 per Share, net to the seller in cash, without interest (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase, the Supplement and the related revised Letter of Transmittal. Unless the context otherwise requires, all references herein to the "Shares" shall be deemed to include the associated Rights, and all references herein to the "Rights" shall be deemed to include the benefits that may inure to holders of the Rights pursuant to the Rights Agreement. Unless the Rights are redeemed prior to the Expiration Date (as defined below), holders of Shares will be required to tender one associated Right for each Share tendered in order to effect a valid tender of such Share. Accordingly, stockholders who sell their Rights separately from their Shares and do not otherwise acquire Rights may not be able to satisfy the requirements of the Offer for the tender of Shares. If the Distribution Date (as defined in "THE OFFER -- Section 11" of the Offer to Purchase) has not occurred prior to the Expiration Date, a tender of Shares will also constitute a tender of the associated Rights. If the Distribution Date has occurred and Rights Certificates (as defined in "INTRODUCTION" of the Offer to Purchase) have been distributed to holders of Shares prior to the time a holder's Shares are purchased pursuant to the Offer, in order for Rights (and the corresponding Shares) to be validly tendered, Rights Certificates representing a number of Rights equal to the number of Shares tendered must be delivered to the Depositary (as defined in "INTRODUCTION" of the Offer to Purchase) or, if available, a Book-Entry Confirmation (as defined in "THE OFFER -- Section 2" of the Offer to Purchase) must be received by the Depositary with respect thereto. If the Distribution Date has occurred and Rights Certificates have not been distributed prior to the time Shares are purchased pursuant to the Offer, Rights may be tendered prior to a stockholder receiving Rights Certificates by use of the guaranteed delivery procedure discussed in "THE OFFER -- Section 3" of the Offer to Purchase. In any case, a tender of Shares constitutes an agreement by the tendering stockholder to deliver Rights Certificates to the Depositary representing a number of Rights equal to the number of Shares tendered pursuant to the Offer within a period ending on the later of (1) three NASDAQ trading days after the date of execution of the Notice of Guaranteed Delivery and (2) three business days after the date Rights Certificates are distributed. Purchaser reserves the right to require that the Depositary receive Rights Certificates, or a Book-Entry Confirmation, if available, with respect to such Rights prior to accepting the associated Shares for payment pursuant to the Offer if the Distribution Date has occurred prior to the Expiration Date. If a stockholder desires to tender Shares and Rights pursuant to the Offer and such stockholder's Share Certificates (as defined in "INTRODUCTION" of the Offer to Purchase) or, if applicable, Rights Certificates are not immediately available (including, without limitation, if the Distribution Date has occurred, but Rights Certificates have not yet been distributed) or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Depositary prior to the Expiration Date, such Shares or Rights may nevertheless be tendered according to the guaranteed delivery procedures set forth in "THE OFFER -- Section 3" of the Offer to Purchase. See Instruction 2 of the Letter of Transmittal. Delivery of documents to the Book-Entry Transfer Facility (as defined in "THE OFFER -- Section 2" of the Offer to Purchase) in accordance with the Book-Entry Transfer Facility's procedures does not constitute delivery to the Depositary. WE (OR OUR NOMINEES) ARE THE HOLDER OF RECORD OF SHARES AND RIGHTS HELD BY US FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES AND RIGHTS CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED TO TENDER SHARES AND RIGHTS HELD BY US FOR YOUR ACCOUNT. We request instructions as to whether you wish to tender any of or all the Shares and Rights held by us for your account pursuant to the terms and conditions set forth in the Offer. Your attention is directed to the following: 1. The offer price is now $22.50 per Share, including the associated Right, net to the seller in cash, without interest. 2. The Offer is being made for all issued and outstanding Shares. 3. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, JUNE 21, 2004 (THE "EXPIRATION DATE"), UNLESS AND UNTIL PURCHASER, IN ITS SOLE DISCRETION, SHALL HAVE EXTENDED THE PERIOD OF TIME IN WHICH THE OFFER IS OPEN, IN WHICH EVENT THE TERM "EXPIRATION DATE" SHALL MEAN THE LATEST TIME AND DATE AT WHICH THE OFFER, AS SO EXTENDED BY PURCHASER, WILL EXPIRE. 4. Except as otherwise expressly set forth in the Supplement, all the terms and conditions previously set forth in the Offer to Purchase remain applicable in all respects to the Offer, and the Supplement should be read in conjunction with the Offer to Purchase. The Offer is conditioned upon, among other things, (1) there being validly tendered and not withdrawn prior to the Expiration Date a number of Shares that, together with the Shares then owned by Jones and its subsidiaries (including, without limitation, Purchaser), would represent at least a majority of the total number of outstanding Shares on a fully diluted basis, (2) Maxwell's Board of Directors redeeming the Rights or Purchaser being satisfied, in its sole discretion, that the Rights have been invalidated or are otherwise inapplicable to the Offer and the Proposed Merger (as defined in "INTRODUCTION" of the Offer to Purchase) and (3) Purchaser being satisfied, in its sole discretion, that Section 203 of the Delaware General Corporation Law will be inapplicable to the Proposed Merger or any other business combination involving Jones or any of its subsidiaries (including, without limitation, Purchaser) and Maxwell. 5. Tendering stockholders will not be obligated to pay brokerage fees or commissions to the Dealer Manager, the Depositary or the Information Agent or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares and Rights by Purchaser pursuant to the Offer. However, federal income tax backup withholding at a rate of 28% may be required, unless an exemption is provided or unless the required taxpayer identification information is provided. See Instruction 9 of the Letter of Transmittal. If you wish to have us tender any of or all the Shares and Rights held by us for your account, please so instruct us by completing, executing, detaching and returning to us the instruction form on the last page hereof. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Shares and Rights, all such Shares and Rights will be tendered unless otherwise specified on the final page hereof. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE. IF YOU HAVE ALREADY TENDERED SHARES PURSUANT TO THE OFFER AND HAVE NOT WITHDRAWN SUCH SHARES, YOU NEED NOT TAKE ANY FURTHER ACTION TO RECEIVE THE INCREASED OFFER PRICE OF $22.50 PER SHARE IF SHARES ARE ACCEPTED AND PAID FOR BY PURCHASER PURSUANT TO THE OFFER, EXCEPT AS MAY BE REQUIRED BY THE GUARANTEED DELIVERY PROCEDURE IF SUCH PROCEDURE WAS UTILIZED. In all cases, payment for Shares and Rights accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (1) the Share Certificates and, if applicable, the Rights Certificates, or a timely Book-Entry Confirmation of the book-entry transfer of such Shares and, if applicable, Rights (if such procedure is available), into the Depositary's account at the Book-Entry Transfer Facility, pursuant to the procedures set forth in "THE OFFER -- Section 3" of the Offer to Purchase, (2) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined in "THE OFFER -- Section 2" of the Offer to Purchase) in connection with a book-entry transfer effected pursuant to the procedure set forth in "THE OFFER -- Section 3" of the Offer to Purchase, and (3) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates, Rights Certificates or Book-Entry Confirmations with respect to Shares or, if applicable, Rights, are actually received by the Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE TO BE PAID BY PURCHASER FOR ANY SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN PAYING SUCH PURCHASE PRICE. Purchaser is not aware of any jurisdiction where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares and Rights pursuant thereto, Purchaser will make a good faith effort to comply with such state statute. If, after such good faith effort Purchaser cannot comply with any such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares and Rights in such state. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer is being made on behalf of Purchaser by Bear, Stearns & Co. Inc., the Dealer Manager for the Offer, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF MAXWELL SHOE COMPANY INC. BY MSC ACQUISITION CORP., AN INDIRECT WHOLLY OWNED SUBSIDIARY OF JONES APPAREL GROUP, INC. The undersigned acknowledge(s) receipt of your letter, the Offer to Purchase of MSC Acquisition Corp., a New York corporation ("Purchaser"), dated March 23, 2004 (as amended and supplemented, the "Offer to Purchase"), the Supplement thereto dated May 26, 2004 (the "Supplement") and the related revised Letter of Transmittal relating the offer by Purchaser to purchase (1) all issued and outstanding shares of Class A Common Stock, par value $.01 per share (the "Shares"), of Maxwell Shoe Company Inc., a Delaware corporation ("Maxwell"), and (2) unless and until validly redeemed by Maxwell's Board of Directors, the associated rights to purchase shares of Series A Junior Participating Preferred Stock of Maxwell (the "Rights") issued pursuant to the Rights Agreement, dated as of November 2, 1998 (as amended from time to time), by and between Maxwell and EquiServe Trust Company, N.A., as Rights Agent. This will instruct you to tender the number of Shares and Rights indicated below held by you for the account of the undersigned, on the terms and subject to the conditions set forth in the Offer to Purchase, the Supplement and related Letter of Transmittal. -------------------------------------------- Number of Shares and Rights to be Tendered: ------------ ------------ Shares* Rights* --------------------------------------------
SIGN HERE - -------------------------------------------------------------------------------- Signature(s) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Please Type or Print Name(s) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Type or Print Address(es) - -------------------------------------------------------------------------------- Area Code and Telephone No. - -------------------------------------------------------------------------------- Taxpayer Identification or Social Security No. Dated: - ---------------------------------- - --------------------------- * Unless otherwise indicated, it will be assumed that all your Shares and Rights are to be tendered. EX-99.A.1.N 7 y97766exv99waw1wn.txt PRESS RELEASE Exhibit (a)(1)(N) FOR IMMEDIATE RELEASE JONES APPAREL GROUP, INC. Contacts: Wesley R. Card, Chief Operating and Financial Officer Anita Britt, Executive Vice President Finance (215) 785-4000 JONES APPAREL GROUP RAISES OFFER FOR MAXWELL SHOE COMPANY INC. TO $22.50 PER SHARE NEW YORK, NEW YORK - May 26, 2004 - Jones Apparel Group, Inc. ("Jones") (NYSE:JNY) today announced that MSC Acquisition Corp. ("MSC"), an indirect wholly owned subsidiary of Jones, has increased the price of its cash tender offer for all of the outstanding shares of Class A Common Stock, together with the associated preferred stock purchase rights, of Maxwell Shoe Company Inc. ("Maxwell") (Nasdaq: MAXS) to $22.50 per share in cash from $20.00 per share in cash. Peter Boneparth, Chief Executive Officer of Jones, stated, "We have significantly increased the price of our offer to bring our tender offer to a prompt resolution. Our revised offer is scheduled to expire on June 21, 2004, and we urge Maxwell stockholders to accept the offer while they have the opportunity to do so. We believe that the offer provides an outstanding opportunity for Maxwell's stockholders to maximize the value of their investment in Maxwell. It represents a premium of approximately 34% over the closing price for Maxwell shares on February 19, 2004, the day after we informed Maxwell of our initial proposal and a premium of approximately 2% over the closing price of Maxwell shares on February 25, 2004, the day we publicly announced our initial proposal. Based on the approximate $105 million of cash on the balance sheet Maxwell released last week, which equates to approximately $7.07 of cash per outstanding share of Maxwell stock, our offer price represents an even greater premium multiple to the earnings of Maxwell's operating business." Mr. Boneparth continued, "We believe we have been extremely responsive to Maxwell stockholders by increasing our offer price. Now it is time for Maxwell's Board to start listening to their stockholders as well. We urge Maxwell's Board to consider the best interests of their stockholders by meeting with us to finalize a merger agreement. If the Board persists in ignoring our offer and refuses to meet with us, then there is only one thing for Maxwell stockholders to do in order to maximize the value of their shares - to send a clear and strong message to the Board by tendering their shares into our offer and supporting our consent solicitation to replace the Maxwell directors." Mr. Boneparth added, "Time is running out for Maxwell's stockholders. On June 21, Jones's tender offer will expire and we will abandon our proposed acquisition unless we have entered into a merger agreement with Maxwell or have received sufficient consents from Maxwell's stockholders to replace the Maxwell Board. If Maxwell's Board and management are unwilling to do the right thing for stockholders, then stockholders will need to step forward and make their views known by tendering their shares into the offer and delivering consents to replace the Maxwell directors with nominees who put stockholder value and interests first." The revised tender offer for all outstanding shares of Maxwell is scheduled to expire on Monday, June 21, 2004 at 5:00 p.m. New York City time. The deadline for submitting consents pursuant to the consent solicitation is June 20, 2004. Jones will host a conference call with management today at 8:30 a.m. New York City time, which is accessible by dialing 412-858-4600 or through a web cast at www.jny.com. A replay of the conference call is available through June 3 by dialing 877-344-7529, enter account number 051 and conference number 346314. Jones Apparel Group, Inc. (www.jny.com), a Fortune 500 Company, is a leading designer and marketer of branded apparel, footwear and accessories. The Company's nationally recognized brands include Jones New York, Polo Jeans Company licensed from Polo Ralph Lauren Corporation, Evan-Picone, Norton McNaughton, Gloria Vanderbilt, Erika, l.e.i., Energie, Nine West, Easy Spirit, Enzo Angiolini, Bandolino, Napier, Judith Jack, Kasper, Anne Klein, Albert Nipon and LeSuit. The Company also markets costume jewelry under the Tommy Hilfiger brand licensed from Tommy Hilfiger Corporation and the Givenchy brand licensed from Givenchy Corporation, and footwear and accessories under the ESPRIT brand licensed from Esprit Europe, B.V. With over 30 years of service, the Company has built a reputation for excellence in product quality and value and in operational execution. ************************** IMPORTANT INFORMATION Investors and security holders are urged to read the disclosure documents filed with the Securities and Exchange Commission (the "SEC") from time to time, including the tender offer statement filed on March 23, 2004 and the supplement to the tender offer statement that will be filed later today, regarding the tender offer by MSC for all the outstanding shares of Class A Common Stock, together with the associated preferred stock purchase rights, of Maxwell. Investors and security holders may obtain a free copy of the disclosure documents (when they are available) and other documents filed by Jones or MSC with the SEC at the SEC's website at www.sec.gov. In addition, documents filed with the SEC by Jones or MSC may be obtained free of charge from Jones by directing a request to Jones Apparel Group, Inc., 250 Rittenhouse Circle, Keystone Park, Bristol, Pennsylvania 19007, Attention: Chief Operating and Financial Officer. Jones filed a definitive consent solicitation statement on April 21, 2004 with the SEC. Investors and security holders may obtain a free copy of the definitive consent solicitation statement and other documents filed by Jones or MSC with the SEC at the SEC's website at www.sec.gov. In addition, documents filed with the SEC by Jones or MSC may be obtained free of charge from Jones by directing a request to Jones Apparel Group, Inc., 250 Rittenhouse Circle, Keystone Park, Bristol, Pennsylvania 19007, Attention: Chief Operating and Financial Officer. CERTAIN INFORMATION CONCERNING PARTICIPANTS Jones, MSC and, in each case, certain of its officers, directors and nominees for the directorships of Maxwell, among others, may be deemed to be participants in the solicitation of Maxwell's stockholders. The security holders of Maxwell may obtain information regarding the names, affiliations and interests of individuals who may be participants in the solicitation of Maxwell's stockholders in the definitive consent solicitation statement filed by Jones with the SEC on Schedule 14A on April 21, 2004. -----END PRIVACY-ENHANCED MESSAGE-----