-----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, WILtRTpxkola3XTt1dp+cGIZ+6lQkup29y8xB/FZNqffg2XfB6T3XQDdK8IDHIOX 98vEw49OXlOUtkUGVvvFmw== 0000950123-98-008753.txt : 19981006 0000950123-98-008753.hdr.sgml : 19981006 ACCESSION NUMBER: 0000950123-98-008753 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981002 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981005 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: JONES APPAREL GROUP INC CENTRAL INDEX KEY: 0000874016 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 060935166 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10746 FILM NUMBER: 98720759 BUSINESS ADDRESS: STREET 1: 250 RITTENHOUSE CIRCLE STREET 2: KEYSTONE PK CITY: BRISTOL STATE: PA ZIP: 19007 BUSINESS PHONE: 2157854000 MAIL ADDRESS: STREET 1: 250 RITTENHOUSE CIRCLE CITY: BRISTOL STATE: PA ZIP: 19007 8-K 1 JONES APPAREL GROUP, INC. 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 2, 1998 JONES APPAREL GROUP, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) PENNSYLVANIA 06-0935166 (STATE OR OTHER JURISDICTION 1-10746 (IRS EMPLOYER OF INCORPORATION (COMMISSION FILE NUMBER) IDENTIFICATION NUMBER)
250 RITTENHOUSE CIRCLE BRISTOL, PA 19007 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (215) 785-4000 NOT APPLICABLE (FORMER NAME OR FORMER ADDRESS, IF CHANGED FROM LAST REPORT) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 ITEM 2. ACQUISITION OR DISPOSITIONS OF ASSETS On October 2, 1998, Jones Apparel Group, Inc., a Pennsylvania corporation (the "Company" or "Jones"), consummated its acquisition (the "Acquisition") of Sun Apparel, Inc., a Texas corporation ("Sun"), pursuant to an Agreement and Plan of Merger, entered into and announced on September 10, 1998 (the "Merger Agreement"), by and among the Company, Sun, the shareholders of Sun (the "Shareholders") and SAI Acquisition Corp., a wholly-owned subsidiary of Jones ("SAI"). Pursuant to the Merger Agreement, Sun has merged into SAI (which has changed its name to Sun Apparel, Inc.), thus becoming a wholly-owned subsidiary of Jones. A copy of the Press Release, dated October 2, 1998, issued by the Company relating to the consummation of the Acquisition, is attached as Exhibit 99.1 hereto and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) EXHIBITS The following exhibit is filed with this Current Report: 99.1 Press Release dated October 2, 1998, announcing the consummation of the Merger Agreement. 2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. JONES APPAREL GROUP, INC. -------------------------------------- Registrant By: /s/ WESLEY R. CARD ------------------------------------ Wesley R. Card Chief Financial Officer October 2, 1998 3
EX-99.1 2 PRESS RELEASE DATED OCTOBER 2, 1998 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE JONES APPAREL GROUP, INC. Contacts: Wesley R. Card, Chief Financial Officer Anita Britt, Director of Investor Relations and Financial Planning (215) 785-4000 JONES APPAREL GROUP COMPLETES ACQUISITION OF SUN APPAREL NEW YORK, NEW YORK -- October 2, 1998 -- Jones Apparel Group, Inc. ("Jones") (NYSE-JNY) announced today that it has completed its previously announced acquisition of Sun Apparel, Inc. ("Sun"). Jones purchased the equity of Sun for $216.6 million, comprised of $137.8 million in cash and 4.4 million shares of Jones common stock, valued for financial reporting purposes at $18.00 per share as of September 10, 1998, the date the definitive merger agreement was signed. Jones has also assumed Sun debt of $228.5 million, which has been refinanced in conjunction with the closing of the transaction. The Company announced the closing of $265 million of senior notes due 2001, and a $550 million bank credit facility to finance the acquisition and the Company's working capital, general corporate and trade letter of credit requirements. The Company also announced the appointment of Eric A. Rothfield, President and CEO of Sun, and Mark Schwartz, President and CEO of Palladin Capital Group, Inc., to the Board of Directors. Jones Apparel Group, Inc. is a leading designer and marketer of better priced women's sportswear, suits and dresses. The Company markets its products under several nationally known brands including Jones New York, Evan-Picone, Rena Rowan, Saville, and the Lauren by Ralph Lauren and Ralph by Ralph Lauren brands licensed from Polo Ralph Lauren. Sun Apparel, Inc. is a designer, manufacturer and distributor of jeanswear, sportswear and related apparel for men, women and children. Sun markets products under the Polo Jeans Company brand, licensed from Polo Ralph Lauren, as well as other owned, licensed and private label brand. # # #
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