-----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, E4TjmgD8E2bMqgbKDdsm3/ffTg3raqFmxewMZZrAhH7QBoVaIgAi8vpmFTzyaCn6 OAO2jijuJpq57wWwUk2W0g== 0000950157-01-500282.txt : 20010621 0000950157-01-500282.hdr.sgml : 20010621 ACCESSION NUMBER: 0000950157-01-500282 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010619 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010620 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: 1664358 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 form8k.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 19, 2001 ------------------------------------------------- Jones Apparel Group, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Pennsylvania ----------------------------------------------------------------------- (State or other jurisdiction of incorporation) 1-10746 06-0935166 - -------------------------- ------------------------------------- (Commission File Number) (IRS Employer Identification No.) 250 Rittenhouse Circle, Bristol PA 19007 - -------------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) (215) 785-4000 ---------------------------------------------------- (Registrant's telephone number, including area code) None ------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 5. Other Events. On June 19, 2001, Jones Apparel Group, Inc., a Pennsylvania corporation ("Jones Apparel"), and McNaughton Apparel Group Inc., a Delaware corporation ("McNaughton"), consummated a merger (the "Merger") whereby McNaughton merged with and into a wholly owned direct subsidiary of Jones Apparel pursuant to an Agreement and Plan of Merger ("the Merger Agreement") dated as of April 13, 2001. As a result of the Merger, McNaughton has become a wholly owned direct subsidiary of Jones Apparel. Jones Apparel issued a press release announcing the completion of the Merger on June 19, 2001, a copy of which is attached hereto as Exhibit 99.1. Pursuant to the Merger and the other transactions contemplated by the Merger Agreement, each share of McNaughton common stock, par value $0.01 per share, was converted into the right to receive 0.282 of a share of Jones Apparel common stock, par value $0.01 per share, and $10.50 in cash. Jones Apparel will issue approximately 2,990,500 shares of Jones Apparel common stock and pay approximately $111,343,000 in cash in exchange for the shares of McNaughton common stock. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description - ----------- ----------- 99.1 Press release dated June 19, 2001, announcing the completion of acquisition of McNaughton Apparel Group Inc. by Jones Apparel Group, Inc. 3 SIGNATURE 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. Date: June 20, 2001 By /s/ Ira M. Dansky --------------------------- Name: Ira M. Dansky Title: General Counsel 4 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release dated June 19, 2001, announcing the completion of acquisition of McNaughton Apparel Group Inc. by Jones Apparel Group, Inc. EX-99 2 ex99-1.txt PRESS RELEASE Exhibit 99.1 JONES APPAREL GROUP, INC. COMPLETES ITS ACQUISITION OF McNAUGHTON APPAREL GROUP INC. NEW YORK, NEW YORK - June 19, 2001 - Jones Apparel Group, Inc. (NYSE:JNY) today announced that it has completed its previously announced acquisition of McNaughton Apparel Group Inc. (NASDAQ:MAGI). McNaughton is a leading designer, marketer and distributor of women's and juniors' moderately-priced separates and collections of career and casual clothing. McNaughton markets its products nationwide to department stores, national chains, mass merchants and specialty retailers. Brands include Norton McNaughton(R), Erika(R), Energie(R), Currants(R) and Jamie Scott(R). Jones will exchange .282 of a share of Jones common stock and $10.50 in cash for each share of McNaughton common stock. The exchange ratio was determined based on the average closing price of $40.68 for Jones common stock for the five-day period from June 11 through June 15, 2001. McNaughton had approximately 10.6 million shares of common stock outstanding, excluding stock options, at closing. Jones Apparel Group, Inc. (www.jny.com) is a leading designer and marketer of branded apparel, footwear and accessories. The Company's nationally recognized brands include: Jones New York; Lauren by Ralph Lauren, Ralph by Ralph Lauren, and Polo Jeans Company, which are licensed from Polo Ralph Lauren Corporation; Evan-Picone, Rena Rowan, Todd Oldham, Nine West, Easy Spirit, Enzo Angiolini, Bandolino, Napier and Judith Jack. The Company also markets costume jewelry under the Tommy Hilfiger brand licensed from Tommy Hilfiger Corporation, and the Givenchy brand licensed from Givenchy Corporation. Celebrating more than 30 years of service, the Company has built a reputation for excellence in product quality and value, and in operational execution. Certain statements herein are "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside our control, including but not limited to: the risks that recently merged operations will not be integrated successfully and that the strategic fit expected to be created as a result of the recent merger will not materialize; the strength of the economy and the overall level of consumer spending; the performance of Jones Apparel's products within the prevailing retail environment; and other factors which are set forth in Jones Apparel's 2000 Annual Report on Form 10-K and in all documents that Jones Apparel has filed with the U.S. Securities and Exchange Commission. Investors and security holders are urged to read those documents free of charge at the Commission's web site at www.sec.gov. Those documents may also be obtained free of charge from Jones Apparel. Jones Apparel does not undertake to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----