-----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, Cxez0vFvcOBPFSIG5WPB9/V8K5kq08lYEAeEm34evJluSzfTBUVn0nGaXAu4TIYQ c7iX+yq8p42l/BgAK6osRw== 0000950157-02-000319.txt : 20020514 0000950157-02-000319.hdr.sgml : 20020514 ACCESSION NUMBER: 0000950157-02-000319 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020506 DATE AS OF CHANGE: 20020514 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: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-87658 FILM NUMBER: 02635445 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 S-3 1 s-3.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 6, 2002 Registration Statement No. 333-[ ] SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JONES APPAREL GROUP, INC. (Exact name of Registrant as specified in its charter) Pennsylvania 06-0935166 (State or other jurisdiction (I.R.S Employer Identification No.) of incorporation or organization) 250 Rittenhouse Circle Bristol, PA 19007 (215) 785-4000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Ira M. Dansky, Esq. Jones Apparel Group, Inc. 1411 Broadway New York, NY 10018 (212) 536-9526 (Name, address, including zip code, and telephone number, including area code, of agent for service) With a copy to: William V. Fogg, Esq. Cravath, Swaine & Moore 825 Eighth Avenue New York, New York 10019 (212) 474-1000 Approximate date of commencement of proposed sale to public: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box: [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act , please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of Title of Each Class of Securities Amount to be Offering Price Aggregate Offering Registration to be Registered Registered Per Unit (1) Price (1) Fee (2) Common Stock, $.01 par value per share 562,947 $38.59 $21,724,125 $1,998.62
(1) Estimated solely for the purposes of computing the registration fee pursuant to Rule 457(c) under the Securities Act on the basis of the average of the high and low reported sale prices of the Registrant's common stock on the New York Stock Exchange, Inc. Composite Tape on April 29, 2002. (2) Calculated pursuant to Rule 457 of the rules and regulations under the Securities Act. ------------------------------------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. The selling shareholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PROSPECTUS 562,947 SHARES JONES APPAREL GROUP, INC. COMMON STOCK This prospectus is part of a registration statement that we filed with the SEC utilizing a "shelf" registration process. Under this shelf process, the selling shareholder may sell from time to time up to an aggregate of 562,947 shares of common stock of Jones Apparel Group, Inc., a Pennsylvania corporation. The selling shareholder acquired its Jones shares in connection with the acquisition by Jones of 100% of the common stock of Gloria Vanderbilt Apparel Corp., a Delaware corporation, and certain assets of Gloria Vanderbilt Trademark B.V., a Netherlands corporation, on April 8, 2002. In connection with this acquisition, we agreed to register the sale of these shares for the benefit of the selling shareholder. The selling shareholder may sell all or any portion of its shares of common stock in one or more transactions on the New York Stock Exchange or in private, negotiated transactions. The selling shareholder will determine the prices at which it sells its shares. We will not receive any of the proceeds from the sale of the shares by the selling shareholder, but we will pay all registration expenses. The selling shareholder will pay all selling expenses, including all underwriting discounts and selling commissions. On May 2, 2002, Jones had 127,818,618 shares of its common stock outstanding. The common stock is listed on the New York Stock Exchange under the symbol "JNY." On May 2, 2002, the last reported sale price of the common stock on the New York Stock Exchange was $40.57 per share. THIS INVESTMENT INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 3. The shares of Jones common stock may be offered by the selling shareholder in negotiated transactions or otherwise at market prices prevailing at the time of sale or at negotiated prices. The selling shareholder may be deemed to be an "underwriter" as defined in the Securities Act of 1933, as amended (the "Securities Act"). If any broker-dealers are used by the selling shareholder, any commissions paid to broker-dealers and, if broker-dealers purchase any shares as principals, any profits received by such broker-dealers on the resale of shares of Jones common stock may be deemed to be underwriting discounts or commissions under the Securities Act. In addition, any profits realized by the selling shareholder may be deemed to be underwriting commissions. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities offered hereby by any person in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. -------------------------- Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is May 6, 2002. TABLE OF CONTENTS Page Where You Can Find More Information.................................... 1 Special Note Regarding Forward-Looking Statements...................... 2 The Company............................................................ 3 Risk Factors........................................................... 3 Use of Proceeds........................................................ 5 Registration Rights.................................................... 6 Description of Capital Stock........................................... 7 Selling Shareholder.................................................... 8 Plan of Distribution................................................... 8 Validity of Securities................................................. 10 Experts................................................................ 10 You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. As used in this prospectus, unless the context requires otherwise: o "we," "us," "our" and "Jones" means Jones Apparel Group, Inc. and/or its predecessors and consolidated subsidiaries; o "Nine West" means Nine West Group Inc.; and o "McNaughton" means McNaughton Apparel Group Inc. WHERE YOU CAN FIND MORE INFORMATION Jones files annual, quarterly and special reports, proxy statements and other information with the SEC. Jones' SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document Jones files at the SEC's public reference facility in Washington, D.C. at the following address: o 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference facilities. Reports, proxy statements and other information concerning us can also be inspected and copied at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005. We have elected to incorporate by reference into this prospectus the following documents (including the documents incorporated by reference therein) filed by Jones with the SEC: o Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed with the SEC on March 25, 2002; o Current Report on Form 8-K, filed with the SEC on March 11, 2002; o Current Report on Form 8-K, filed with the SEC on April 3, 2002; and o Current Report on Form 8-K, filed with the SEC on May 1, 2002. Any statement made in a document incorporated by reference or deemed incorporated herein by reference is deemed to be modified or superseded for purposes of this prospectus if a statement contained in this prospectus or in any other subsequently filed document which also is incorporated or deemed incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We also incorporate by reference all documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the date of this prospectus and prior to the termination of this offering. You may request a copy of these filings, in most cases without exhibits, at no cost by writing or telephoning us at the following address: Chief Operating and Financial Officer Jones Apparel Group, Inc. 250 Rittenhouse Circle Bristol, Pennsylvania 19007 (215) 785-4000 -1- SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the documents incorporated by reference contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive position, growth opportunities for existing products, plans and objectives of management, markets for Jones common stock and other matters. Statements in this prospectus, including those incorporated by reference, that are not historical facts are "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act. Forward-looking statements, including, without limitation, those relating to our future business prospects, revenues and income, wherever they occur in this prospectus, are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by forward-looking statements. You should consider forward-looking statements, therefore, in light of various important factors, including those set forth in this prospectus. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation: o the effect of national and regional economic conditions; o lowered levels of consumer spending resulting from a general economic downturn or generally reduced shopping activity caused by public safety concerns; o the performance of our products within the prevailing retail environment; o customer acceptance of both new designs and newly-introduced product lines; o financial difficulties encountered by customers; o the effects of vigorous competition in the markets in which we operate; o our ability to integrate the organizations and operations of any acquired business into our existing organization and operations; o the termination or non-renewal of the licenses with Polo Ralph Lauren Corporation; o risks relating to our extensive foreign operations and manufacturing; o changes in the costs of raw materials, labor and advertising; and o our ability to secure and protect trademarks and other intellectual property rights. Words such as "estimate," "project," "plan," "intend," "expect," "believe" and similar expressions are intended to identify forward-looking statements. You will find these forward-looking statements at various places throughout this prospectus and the documents incorporated by reference, including any amendments. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events. - 2 - THE COMPANY Jones is a leading designer and marketer of a broad range of women's collection sportswear, suits and dresses, casual sportswear and jeanswear for men, women and children, women's shoes and accessories, and costume, sterling silver, and marcasite jewelry. Jones has pursued a multi-brand strategy by marketing its products under several nationally known brands, including 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, Norton McNaughton, Erika, Energie, Currants, Jamie Scott, Gloria Vanderbilt, Todd Oldham, Nine West, Easy Spirit, Enzo Angiolini, Bandolino, Napier and Judith Jack. Each brand is differentiated by its own distinctive styling, pricing strategy, distribution channel and target consumer. Jones primarily contracts for the manufacture of its products through a worldwide network of quality manufacturers. Jones has capitalized on its nationally known brand names by entering into various licenses for the Jones New York, Evan-Picone and Nine West brand names with select manufacturers of women's and men's products which Jones does not manufacture. On June 19, 2001, we acquired 100% of the common stock of McNaughton Apparel Group Inc., a Delaware corporation. McNaughton designs, contracts for the manufacture of and markets a broad line of branded moderately-priced women's and juniors' career and casual clothing. McNaughton markets its products nationwide to department stores, national chains, mass merchants, and specialty retailers, including J.C. Penney Company, Inc., Kohl's Department Stores, Inc., Federated Department Stores, Inc., May Department Stores Company and Sears, Roebuck and Co. On April 8, 2002, we acquired 100% of the common stock of Gloria Vanderbilt Apparel Corp. and certain assets of Gloria Vanderbilt Trademark B.V. Gloria Vanderbilt, a leading designer, marketer and distributor of women's moderately priced stretch and twill jeanswear, markets its products nationwide to national chains, department stores, mass merchants, and specialty retailers, including Kohl's Department Stores, J.C. Penney Company, Inc., Mervyns, Costco Wholesale Corporation and Federated Department Stores, Inc. Brands include Gloria Vanderbilt and junior product marketed under the GLO brand name. Our principal executive offices are located at 250 Rittenhouse Circle, Bristol, Pennsylvania 19007. Our telephone number is (215) 785-4000. RISK FACTORS You should consider carefully all the information included or incorporated by reference in this prospectus and, in particular, should evaluate the following risks before deciding to invest in the securities. The Apparel, Footwear and Accessories Industries are Highly Competitive Apparel, footwear and accessories companies face competition on many fronts, including the following: o establishing and maintaining favorable brand recognition; o developing products that appeal to consumers; o pricing products appropriately; o providing strong marketing support; and o obtaining access to retail outlets and sufficient floor space. There is intense competition in the sectors of the apparel, footwear and accessories industries in which we participate. We compete with many other manufacturers and retailers, some of which are larger and have greater resources than we do. Any increased competition could result in reduced sales or prices, or both, which could have a material adverse effect on us. Fashion Trends are Constantly Changing Customer tastes and fashion trends can change rapidly. We may not be able to anticipate, gauge or respond to such changes in a timely manner. If we misjudge the market for our products or product groups, we may be faced with a significant amount of unsold finished goods inventory, which would have a material adverse effect on us. - 3 - The Apparel, Footwear and Accessories Industries are Highly Cyclical Negative economic trends over which we have no control that depress the level of consumer spending could have a material adverse effect on us. Purchases of apparel, footwear and related goods often decline during recessionary periods when disposable income is low. In such an environment, we may increase the number of promotional sales, which would further adversely affect our profitability. The Concentration of Our Customers Could Adversely Affect Our Business Our ten largest customers, principally department stores, accounted for approximately 62% of sales in 2001. While no single customer accounted for more than 10% of our net sales, certain of our customers are under common ownership. Department stores owned by the following entities accounted for the following percentages of our 2001 sales: May Department Stores Company............................. 16% Federated Department Stores, Inc. ........................ 15% Remainder of ten largest customers........................ 31% We believe that purchasing decisions are generally made independently by individual department stores within a commonly controlled group. There has been a trend, however, toward more centralized purchasing decisions. As such decisions become more centralized, the risk to us of such concentration increases. The loss of any of our largest customers, or the bankruptcy or material financial difficulty of any customer or any of the companies listed above, could have a material adverse effect on us. We do not have long-term contracts with any of our customers, and sales to customers generally occur on an order-by-order basis. As a result, customers can terminate their relationships with us at any time or, under certain circumstances, cancel or delay orders. Significant Portions of Our Sales and Profits Depend on Certain of Our License Agreements with Polo Ralph Lauren Corporation The termination or non-renewal of our exclusive licenses to manufacture and market clothing under the Lauren by Ralph Lauren and Polo Jeans Company trademarks in the United States and elsewhere would have a material adverse effect on us. Our Lauren by Ralph Lauren and Polo Jeans Company businesses represent significant portions of our sales and profits. We sell products bearing those trademarks, as well as the Ralph by Ralph Lauren trademark, under exclusive licenses from affiliates of Polo Ralph Lauren Corporation. The Lauren by Ralph Lauren license expires on December 31, 2006. There is no presently existing right or obligation to renew the Lauren by Ralph Lauren license after December 31, 2006. The Polo Jeans Company license expires on December 31, 2005 and may be renewed by us in five-year increments for up to 25 additional years, if certain minimum sales levels in certain years are met. Polo Jeans Company sales are made season-to-season, with customers having no obligation to buy products beyond what they have already ordered for a particular season. In addition, renewal of the Polo Jeans Company license after 2010 requires a one-time payment by us of $25 million or, at our option, a transfer of a 20% interest in our Polo Jeans Company business to Polo Ralph Lauren (with no fees required for subsequent renewals). Polo Ralph Lauren also has an option, exercisable on or before June 1, 2010, to purchase our Polo Jeans Company business at the end of 2010 for a purchase price, payable in cash, equal to 80% of the then fair value of the business as a going concern, assuming the continuation of the Polo Jeans Company license through December 31, 2030. In addition to the provisions described above, the licenses contain provisions common to trademark licenses which could result in termination of a license, such as failure to meet payment or advertising obligations. The Extent of Our Foreign Operations and Manufacturing May Adversely Affect Our Domestic Business In 2001, approximately 84% of our apparel products were manufactured outside North America, primarily in Asia, while the remainder were manufactured in the United States and Mexico. Nearly all of Nine West's products were manufactured outside of North America in 2001 as well. The following may adversely affect foreign operations: o political instability in countries where contractors and suppliers are located; o imposition of regulations and quotas relating to imports; - 4 - o imposition of duties, taxes and other charges on imports; o significant fluctuation of the value of the dollar against foreign currencies; and o restrictions on the transfer of funds to or from foreign countries. As a result of our substantial foreign operations, Jones' domestic business is subject to the following risks: o quotas imposed by bilateral textile agreements between the United States and certain foreign countries; o reduced manufacturing flexibility because of geographic distance between us and our foreign manufacturers, increasing the risk that we may have to mark down unsold inventory as a result of misjudging the market for a foreign-made product; and o violations by foreign contractors of labor and wage standards and resulting adverse publicity. Fluctuations in the Price, Availability and Quality of Raw Materials Could Cause Delay and Increase Costs Fluctuations in the price, availability and quality of the fabrics or other raw materials used by us in our manufactured apparel and in the price of leather used to manufacture our footwear and accessories could have a material adverse effect on our cost of sales or our ability to meet our customers' demands. We mainly use cotton twill, wool, denim, and synthetic and blended fabrics. The prices for such fabrics depend largely on the market prices for the raw materials used to produce them, particularly cotton. The price and availability of such raw materials and, in turn, the fabrics used in our apparel may fluctuate significantly, depending on many factors, including crop yields and weather patterns. We generally enter into denim purchase order contracts at specified prices for three to six months at a time. Higher cotton prices would directly affect our costs and could affect our earnings. During the past few years, there have been increases in the price of leather, which generally were reflected in the selling price of our footwear and accessories products. In the future, we may not be able to pass all or a portion of such higher raw materials prices on to our customers. Our Reliance on Independent Manufacturers Could Cause Delay and Damage Customer Relationships We rely upon independent third parties for the manufacture of most of our products. A manufacturer's failure to ship products to us in a timely manner or to meet the required quality standards could cause us to miss the delivery date requirements of our customers for those items. The failure to make timely deliveries may drive customers to cancel orders, refuse to accept deliveries or demand reduced prices, any of which could have a material adverse effect on our business. We do not have long-term written agreements with any of our third party manufacturers. As a result, any of these manufacturers may unilaterally terminate their relationships with us at any time. Our Stock Price Has Been Volatile and We Expect That It Will Continue to be Volatile Our stock price has historically been volatile, and we expect that it will continue to be volatile. Our financial results are difficult to predict and could fluctuate significantly. USE OF PROCEEDS The selling shareholder will receive all of the proceeds from the sale of the Jones common stock offered by this prospectus. We will not receive any of the proceeds from the sale of the shares by the selling shareholder. - 5 - REGISTRATION RIGHTS Pursuant to the registration rights agreement we entered into with G.V. Trademark Investments Ltd and Gloria Vanderbilt Trademark B.V., we have filed a shelf registration statement pursuant to Rule 415 under the Securities Act of which this prospectus is a part, covering resales of the Jones common stock issued to the selling shareholder in connection with our acquisition of 100% of the common stock of Gloria Vanderbilt Apparel Corp. and certain assets of Gloria Vanderbilt Trademark B.V. These securities cease to be registrable securities under the registration rights agreement when (i) a registration statement registering the securities has become effective under the Securities Act and the securities have been sold pursuant thereto, (ii) the securities have been sold under Rule 144 (or successor provision) under the Securities Act, (iii) the securities have been otherwise transferred and new certificates for them not bearing a legend restricting further transfer have been delivered by us or (iv) the securities cease to be outstanding. Subject to certain rights to suspend use of the shelf registration statement, we will use reasonable efforts to cause the shelf registration statement to be declared effective and to keep the shelf registration statement effective until the earlier of (1) the date on which all the Jones common stock covered by the shelf registration statement are disposed of in accordance therewith and (2) April 8, 2003, the first anniversary of the original date of issuance of the Jones common stock. The following requirements and restrictions will generally apply to the selling shareholder in the sale of the Jones common stock pursuant to the shelf registration statement: o the selling shareholder will be required to be named as the selling shareholder in the related prospectus; o the selling shareholder will be required to deliver a prospectus to purchasers; o the selling shareholder will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales; and o the selling shareholder will be bound by the provisions of the registration rights agreement applicable to such holder (including certain indemnification obligations). The selling shareholder must give us prior written notice of any sale, transfer or disposition of the Jones common stock sold, transferred or disposed of pursuant to the registration statement. The selling shareholder may only submit 12 such notices in any calendar year. We must advise the selling shareholder whether an amendment or supplement to the registration statement is necessary within three business days of the receipt of such a sale notice; otherwise, we will be deemed to have advised the selling shareholder that no amendment or supplement is required, and the selling shareholder may consummate the proposed sale, transfer or disposition. If we consider it necessary to amend or supplement the registration statement, the proposed sale must be suspended until the registration statement has been amended or supplemented and declared effective. We must use reasonable efforts to file any such amendment or supplement and to cause the registration statement to be declared effective. We are permitted to delay filing any such amendment or supplement (twice per calendar year and for no longer than 30 days) in specified circumstances, including circumstances relating to pending corporate developments. The selling shareholder may not sell, transfer or otherwise dispose of any of the Jones common stock covered by the registration statement during any period in which Jones prohibits its senior executives from purchasing or selling securities of Jones in the open market in connection with Jones' filing of a Form 10-K or Form 10-Q with the SEC. We must advise the selling shareholder in writing of the commencement and expiration of any such period. Subject to certain limitations, the registration rights agreement grants G. V. Trademark Investments Ltd the right to demand, during the one year period(s) from the issuance of the Jones common stock (or the contingent shares described below), one registration for an underwritten stock offering to sell all, but not less than all, of the stock covered by the registration statement. If the selling shareholder provides us with written notice of its desire to sell its shares by means of an underwritten offering, we must file such amendments and supplements to the shelf registration as necessary and use reasonable efforts to cause such an underwritten offering to comply with all applicable rules and regulations of the SEC. We must also assist the selling shareholder in marketing the Jones common stock to be sold pursuant to such an underwritten offering. The selling shareholder may be entitled to receive more shares of Jones common stock based on the performance of the Gloria Vanderbilt division over the 12-month period after April 8, 2002. Under the registration rights agreement, we must amend the registration statement of which this prospectus is a part or file a new registration - 6 - statement covering resales of such common stock and use reasonable efforts to maintain the effectiveness of the applicable registration statement for a period of one year from the issuance of any such contingent shares, or until the selling shareholder has completed the distribution of such contingent shares, whichever occurs first. We will amend the registration statement filed herewith or file a new registration statement to include any shares which may be issued in 2003 based on the Gloria Vanderbilt division's future operating performance. The summary above of certain provisions of the registration rights agreement is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement, a copy of which is filed as an exhibit attached hereto. DESCRIPTION OF CAPITAL STOCK Our authorized capital stock consists of (1) 200,000,000 shares of common stock, $.01 par value per share, and (2) 1,000,000 shares of preferred stock, $.01 par value per share. On May 2, 2002, we had 127,818,618 shares of common stock issued and outstanding and no shares of preferred stock outstanding. Jones common stock is listed on the New York Stock Exchange under the trading symbol "JNY." Each share of Jones common stock is entitled to one vote on all matters submitted to a vote of shareholders. Jones shareholders are entitled to receive dividends when and as declared by the Jones board of directors out of legally available funds. Dividends may be paid on the Jones common stock only if all dividends on any outstanding preferred stock of Jones shareholders have been paid or reserved. To date, Jones has not paid any cash dividends on shares of its common stock and does not anticipate paying any cash dividends in the foreseeable future. The issued and outstanding shares of Jones common stock are fully paid and nonassessable. Jones shareholders have no preemptive or conversion rights and are not subject to further calls or assessments by Jones. In the event of the voluntary or involuntary dissolution, liquidation or winding up of Jones, Jones shareholders are entitled to receive, pro rata, after satisfaction in full of the prior rights of creditors and holders of preferred stock, if any, all of Jones' remaining assets available for distribution. The Jones Apparel Group board of directors is authorized to provide for the issuance from time to time of Jones preferred stock in series and, as to each series, to fix the designation, the dividend rate, whether dividends are cumulative, the preferences which dividends will have with respect to any other class or series of capital stock, the voting rights, the voluntary and involuntary liquidation prices, the conversion or exchange privileges, the redemption prices and the other terms of redemption, and the terms of any purchase or sinking funds applicable to the series. Cumulative dividends, dividend preferences and conversion, exchange and redemption provisions, to the extent that some or all of these features may be present when shares of Jones preferred stock are issued, could have an adverse effect on the availability of earnings for distribution to the holders of Jones common stock or for other corporate purposes. The transfer agent and registrar for Jones common stock is The Bank of New York. - 7 - SELLING SHAREHOLDER The following table sets forth the selling shareholder's name, number of shares beneficially owned and percent of outstanding shares. Based on the information provided to us by the selling shareholder, the selling shareholder has not had any position, office or other material relationship with Jones within the past three years.
Number of Shares Percent of Registered Number of Shares Outstanding for Sale Name of Selling Shareholder Beneficially Owned Shares Hereby(1) G.V. Trademark Investments Ltd(2) 562,947 *% 562,947
* Less than 1% (1) This prospectus will also cover any additional shares of common stock which become issuable in connection with the shares registered for sale hereby by reason of any stock dividend, stock split, merger, consolidation, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of common stock. (2) All of the outstanding capital stock of G.V. Trademark Investments Ltd is indirectly owned by an investment group including persons related to Isaac Dabah, an officer of Gloria Vanderbilt Apparel Corp., a subsidiary of Jones Apparel Group. We prepared this table based on the information supplied to us by the selling shareholder, and we have not sought to verify such information. The selling shareholder may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of its shares of Jones common stock since the date on which the information in the above table was provided to us. Information about the selling shareholder may change over time. Because the selling shareholder may offer all or some of its shares of Jones common stock from time to time, we cannot estimate the number of shares of Jones common stock that will be held by the selling shareholder upon the termination of any particular offering by such selling shareholder. See "Plan of Distribution." PLAN OF DISTRIBUTION The selling shareholder intends to distribute the shares of Jones common stock from time to time only as follows (if at all): o to or through underwriters, brokers or dealers; o directly to one or more other purchasers; o through agents on a best-efforts basis; or o otherwise through a combination of any such methods of sale. If the selling shareholder sells the shares of Jones common stock through underwriters, dealers, brokers or agents, such underwriters, dealers, brokers or agents may receive compensation in the form of discounts, concessions or commissions from the selling shareholder and/or the purchasers of the shares of Jones common stock. The shares of Jones common stock may be sold from time to time: o in one or more transactions at a fixed price or prices, which may be changed; o at market prices prevailing at the time of sale; o at prices related to such prevailing market prices; - 8 - o at varying prices determined at the time of sale; or o at negotiated prices. Such sales may be effected in transactions: o on any national securities exchange or quotation service on which Jones common stock may be listed or quoted at the time of sale; o in the over-the-counter market; o in block transactions in which the broker or dealer so engaged will attempt to sell the shares of Jones common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction, or in crosses, in which the same broker acts as an agent on both sides of the trade; o in transactions otherwise than on such exchanges or services or in the over-the-counter market; o through the writing of options; or o through other types of transactions. In connection with sales of the Jones common stock or otherwise, the selling shareholder may enter into hedging transactions with brokers-dealers or others, which may in turn engage in short sales of the Jones common stock in the course of hedging the positions they assume. The selling shareholder may also sell Jones common stock short and deliver Jones common stock to close out such short positions, or loan or pledge Jones common stock to brokers-dealers or others that in turn may sell such securities. The selling shareholder may pledge or grant a security interest in some or all of the Jones common stock owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Jones common stock from time to time pursuant to this prospectus. The selling shareholder also may transfer and donate shares of Jones common stock in other circumstances, in which case the transferees, donees, pledgees or other successors in interest will be the selling shareholder for purposes of the prospectus. In addition, any shares of Jones common stock covered by this prospectus that qualify for sale pursuant to Rule 144, Rule 144A or any other available exemption from registration under the Securities Act may be sold under Rule 144, Rule 144A or such other available exemption. At the time a particular offering of shares of Jones common stock is made, a prospectus supplement, if required, will be distributed, which will set forth the number of shares of Jones common stock being offered and the terms of the offering, including the name or names of any underwriters, dealers, brokers or agents, if any, and any discounts, commissions or concessions allowed or reallowed to be paid to brokers or dealers. The selling shareholder and any underwriters, dealers, brokers or agents who participate in the distribution of the shares of Jones common stock may be deemed to be "underwriters" within the meaning of the Securities Act, and any profits on the sale of the shares of Jones common stock by them and any discounts, commissions or concessions received by any such underwriters, dealers, brokers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. The selling shareholder and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M, which may limit the timing of purchases and sales of the shares of Jones common stock by the selling shareholder and any other such person. Furthermore, Regulation M under the Exchange Act may restrict the ability of any person engaged in a distribution of the shares of Jones common stock to engage in market-making activities with respect to the shares of Jones common stock being distributed for a period of up to five business days prior to the commencement of such distribution. All of the foregoing may affect the marketability of the shares of Jones common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Jones common stock. Pursuant to the registration rights agreement entered into in connection with the issuance of shares in our acquisition of 100% of the common stock of Gloria Vanderbilt Apparel Corp. and certain assets of Gloria Vanderbilt Trademark B.V., Jones on the one hand and the selling shareholder on the other hand will be indemnified by the other against certain liabilities, including certain liabilities under the Securities Act, or will be entitled to contribution in connection therewith. - 9 - We will pay all expenses of the shelf registration statement, except that the selling shareholder will pay any broker's commission, agency fee or underwriter's discount or commission. VALIDITY OF SECURITIES The validity of the securities offered by this prospectus will be passed upon by Ira M. Dansky, Esq., our Executive Vice President and General Counsel. With respect to certain matters concerning Pennsylvania law, he will rely on Wolf, Block, Schorr and Solis-Cohen LLP, Philadelphia, Pennsylvania. As of May 3, 2002, Mr. Dansky owned 16,452 shares of Jones common stock and had options to purchase 239,332 shares of Jones common stock. EXPERTS The consolidated financial statements and financial statement schedule of Jones incorporated by reference in this prospectus have been audited by BDO Seidman, LLP, independent certified public accountants, to the extent and for the periods set forth in its reports incorporated herein, and are incorporated herein in reliance upon such reports given upon the authority of said firm as experts in accounting and auditing. - 10 - PART II. INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the costs and expenses payable by us in connection with the registration of the offering of the shares. All amounts shown are estimates except for the SEC registration fee. The selling shareholder will pay all costs and expenses of selling its shares, including all underwriting discounts and selling commissions, all fees and disbursements of its counsel and all "road show" and other marketing expenses incurred by the Company or any underwriters which are not otherwise paid by such underwriters. SEC Registration Fee............................ $ 1,998.62 Accounting Fees and Expenses.................... 25,000.00 Legal Fees and Expenses......................... 22,500.00 Miscellaneous Expenses.......................... 0.00 ---------- Total...................................... $49,498.62 ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. As permitted by the Pennsylvania Business Corporation Law of 1988 (the "Pennsylvania Business Corporation Law"), Section 8.1 of the Amended and Restated By-laws of Jones Apparel Group, Inc. and Section 7.1 of the By-laws of Jones Apparel Group USA, Inc. provide that a director shall not be personally liable for monetary damages for any action taken or failed to be taken, other than as expressly provided in the Pennsylvania Business Corporation Law. Furthermore, such By-laws provide that the applicable corporation shall indemnify each officer and director to the full extent permitted by the Pennsylvania Business Corporation Law, and shall pay and advance expenses for any matters covered by such indemnification. Section 1741 of the Pennsylvania Business Corporation Law provides that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he or she is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful. Section 1742 of the Pennsylvania Business Corporation Law provides that a corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of the action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the corporation. Indemnification shall not be made under Section 1742 in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the corporation unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the corporation is located or the court in which the action was brought determines upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses that the court of common pleas or other court deems proper. Section 1743 of the Pennsylvania Business Corporation Law provides that to the extent that a representative of a corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in Sections 1741 or 1742 or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by him or her in connection therewith. II-1 ITEM 16. EXHIBITS EXHIBIT NO. DESCRIPTION 4.1 Form of Certificate evidencing shares of common stock of Jones Apparel Group, Inc., incorporated by reference to Exhibit 4.1 to our Shelf Registration Statement on Form S-3, filed on October 28, 1998 (Registration No. 333-66223). 4.2 Registration Rights Agreement dated as of March 18, 2002 by and among Jones Apparel Group, Inc., G.V. Trademark Investments Ltd and Gloria Vanderbilt Trademark B.V. 5.1 Opinion of Ira M. Dansky, Esq. 5.2 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP. 23.1 Consent of BDO Seidman, LLP. 23.2 Consent of Ira M. Dansky, Esq. (included in opinion filed as Exhibit 5.1). 23.3 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included in opinion filed as Exhibit 5.2). 24.1 Power of Attorney (included in signature page). ITEM 17. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that the undertaking set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-2 (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 6, 2002. JONES APPAREL GROUP, INC. Registrant By: /s/ Wesley R. Card ------------------------------- Name: Wesley R. Card Title: Chief Operating and Financial Officer II-3 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Ira M. Dansky, Wesley R. Card and Patrick M. Farrell and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, including any registration statement filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, agent, or his substitute may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Sidney Kimmel Chairman and Director May 3, 2002 - ------------------------------ (Principal Executive Officer) Sidney Kimmel /s/ Peter Boneparth President and Director May 3, 2002 - ------------------------------ Peter Boneparth /s/ Wesley R. Card Chief Operating and Financial May 3, 2002 - ------------------------------ Officer Wesley R. Card (Principal Financial Officer) /s/ Patrick M. Farrell Senior Vice President and May 3, 2002 - ------------------------------ Corporate Controller Patrick M. Farrell (Principal Accounting Officer) /s/ Geraldine Stutz Director May 3, 2002 - ------------------------------ Geraldine Stutz /s/ Howard Gittis Director May 3, 2002 - ------------------------------ Howard Gittis /s/ Anthony F. Scarpa Director May 3, 2002 - ------------------------------ Anthony F. Scarpa /s/ Michael L. Tarnopol Director May 3, 2002 - ------------------------------ Michael L. Tarnopol /s/ Matthew H. Kamens Director May 3, 2002 - ------------------------------ Matthew H. Kamens /s/ J. Robert Kerrey Director May 3, 2002 - ------------------------------ J. Robert Kerrey II-4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ---------- ----------- 4.1 Form of Certificate evidencing shares of common stock of Jones Apparel Group, Inc., incorporated by reference to Exhibit 4.1 to our Shelf Registration Statement on Form S-3, filed on October 28, 1998 (Registration No. 333-66223). 4.2 Registration Rights Agreement dated as of March 18, 2002 by and among Jones Apparel Group, Inc., G.V. Trademark Investments Ltd and Gloria Vanderbilt Trademark B.V. 5.1 Opinion of Ira M. Dansky, Esq. 5.2 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP. 23.1 Consent of BDO Seidman, LLP. 23.2 Consent of Ira M. Dansky, Esq. (included in opinion filed as Exhibit 5.1). 23.3 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included in opinion filed as Exhibit 5.2). 24.1 Power of Attorney (included in signature page). E-1 EX-4.2 3 ex4-2.txt REGISTRATION RIGHTS AGREEMENT Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of March 18, 2002 by and among JONES APPAREL GROUP, INC., a Pennsylvania corporation (the "Company"), G.V. TRADEMARK INVESTMENTS LTD, a British Virgin Islands corporation ("Seller"), and GLORIA VANDERBILT TRADEMARK B.V., a Netherlands corporation ("Licensor", and, together with Seller, the "Shareholders"). RECITALS WHEREAS, concurrently with the execution of this Agreement, the Company, Jones Apparel Group Holdings, Inc., a Delaware corporation, Gloria Vanderbilt Apparel Corp., a Delaware corporation, and Seller entered into a Stock Purchase Agreement (the "Stock Purchase Agreement"); WHEREAS, pursuant to the Stock Purchase Agreement, Seller will receive on the Closing Date (as defined in the Stock Purchase Agreement) shares of the Company's Common Stock, par value $.01 per share (the "Common Stock"), constituting the Seller Stock Closing Consideration (as defined in the Stock Purchase Agreement) (the "Seller Closing Shares"); WHEREAS, concurrently with the execution of this Agreement, the Company, Jones Investment Co., Inc., a Delaware corporation, and Licensor entered into an Asset Purchase Agreement (the "Asset Purchase Agreement"); WHEREAS, pursuant to the Asset Purchase Agreement, Licensor will receive on the Closing Date (as defined in the Asset Purchase Agreement) shares of the Common Stock constituting the Licensor Stock Closing Consideration (as defined in the Asset Purchase Agreement) (the "Licensor Closing Shares" and, together with the Seller Closing Shares, the "Closing Shares"); WHEREAS, pursuant to the Stock Purchase Agreement, Seller may receive additional shares of the Common Stock in accordance with Section 2.4 and Section 2.5 of the Stock Purchase Agreement (the "Contingent Shares" and, collectively with the Closing Shares, the "Shares"); WHEREAS, the Company and the Shareholders desire to execute and deliver this Agreement in order to provide the Shareholders with certain rights with respect to the Shares; NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged the parties hereto agree as follows: 1. Certain Definitions. As used herein, the following terms shall have the following respective meanings: "affiliate" of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person. "Closing Date" shall have the same meaning herein as in the Stock Purchase Agreement. "Commission" shall mean the Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any successor Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall from time to time be in effect. The terms "register", "registered" and "registration" shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement. "Registrable Securities" shall mean the Shares and any shares of the Common Stock or other securities issued in respect of the Shares upon any stock split, stock dividend, merger, consolidation, recapitalization or similar event. Such securities shall cease to be Registrable Securities when (i) a registration statement registering such securities shall have become effective under the Securities Act and such securities have been sold pursuant thereto, (ii) such securities shall have been sold under Rule 144 (or successor provision) under the Securities Act, (iii) such securities shall have been otherwise transferred and new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company or (iv) such securities shall have ceased to be outstanding. "Registration Expenses" shall mean all fees and expenses incurred by the Company in compliance with its obligations under Section 3.1 or Section 3.2, including, without limitation, all registration and NYSE fees, filing fees, printing expenses, fees and disbursements of counsel for the Company, and the fees and expenses of the Company's accountants (including the costs of obtaining any "comfort" letters) and auditors; provided, however, that "Registration Expenses" shall not include (i) any transfer taxes relating to the sale or disposition of the Registrable Securities, (ii) any Selling Expenses or (iii) the fees and expenses of counsel and other advisors for any Shareholder. "Securities Act" shall mean the Securities Act of 1933, as amended, or any successor Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall from time to time be in effect. "Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities and all "road show" and other marketing expenses incurred by the Company or any underwriters participating in an underwritten offering pursuant to Section 3.3 which are not otherwise paid for by such underwriters. 2 2. Restrictive Legend. Each certificate representing the Shares and any other securities issued in respect of the Shares upon any stock split, stock dividend, merger, consolidation, recapitalization or similar event shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) be stamped or otherwise imprinted with a legend in the following form (in addition to any legend required under applicable state securities laws): The securities represented by this Certificate have not been registered under the Securities Act of 1933, as amended, nor the laws of any state. Accordingly, these securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration, or the availability, in the opinion of counsel for the issuer, of an exemption from registration under the Securities Act of 1933, as amended, or the laws of any state. Therefore the stock transfer agent will effect transfer of this Certificate only in accordance with the above instructions. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend if, with such request, the Company shall have received an opinion of counsel reasonably satisfactory to the Company to the effect that the securities represented by such certificate have been registered under the Securities Act or may be sold publicly without registration under the Securities Act. 3.1 Registration. Within thirty days from the Closing Date, the Company shall file a registration statement on Form S-3 or any successor thereto (or other form of registration statement if Form S-3 is not available) for the public sale of all of the Closing Shares (the "Shelf Registration Statement"), and thereafter shall use its reasonable efforts to have the Shelf Registration Statement declared effective by the Commission. The Company shall amend the Shelf Registration Statement (or file a new Shelf Registration Statement, if required, in which case all references herein to the Shelf Registration Statement shall include such new Shelf Registration Statement) within thirty days of the issuance of the Contingent Shares, if any, to include such Contingent Shares. The Company shall use its reasonable efforts to keep the Shelf Registration Statement continuously effective, subject to Section 4 below, for a period of one year from the Closing Date (or, in the case of a Shelf Registration Statement that includes the Contingent Shares, one year from the issuance of the Contingent Shares) or until the Shareholders shall have completed the distribution of all Registrable Securities described in the Shelf Registration Statement, whichever occurs first. 3.2 Registration Procedures. In connection with the filing of the Shelf Registration Statement, the Company will, subject to Section 4 below: (i) Furnish each Shareholder whose Registrable Securities are covered thereby, as updated from time to time, prior to the filing thereof with the Commission, a copy of any Shelf Registration Statement (including any preliminary prospectus contained therein), and each amendment thereto and each amendment or supplement, if any, to the prospectus included therein and shall reflect in each such document, when so filed with the Commission, such comments pertaining to such Shareholder as such Shareholder may reasonably propose in writing; 3 (ii) Prepare and file with the Commission such amendments and supplements (including post-effective amendments and supplements) to the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of Registrable Securities covered by the Shelf Registration Statement; (iii) Furnish such number of copies of the prospectus and other documents incident thereto, including any amendment of or supplement thereto, as each Shareholder whose Registrable Securities are covered thereby from time to time may reasonably request in writing; (iv) Cause all Registrable Securities covered thereby to be listed on each, if any, securities exchange on which similar securities issued by the Company are then listed and use its reasonable efforts to register or qualify such Registrable Securities under such applicable state securities or blue sky laws as any Shareholder of such Registrable Securities may reasonably request in writing; provided, however, that the Company shall not be required for any such purpose to (A) qualify generally to do business as a foreign company, entity or a broker-dealer in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Agreement, (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction; (v) Provide a transfer agent and registrar for all such Registrable Securities and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (vi) Upon appropriate prior written notice by a Shareholder of Registrable Securities covered thereby, make available for inspection by such Shareholder, any underwriter participating in any underwritten offering pursuant to Section 3.3, and any attorney or accountant retained by such Shareholder or underwriter, on reasonable prior notice and during normal business hours, reasonable financial and other records, pertinent corporate documents and properties of the Company, and use its reasonable efforts to cause the Company's officers and directors to supply all information reasonably requested in writing by any such Shareholder, underwriter, attorney or accountant in connection with such registration statement; provided, however, that any such Shareholder, underwriter, attorney or accountant shall have agreed to keep confidential all information so provided, except as required by law or administrative process and except for information that is available to the public other than as a result of a breach of such confidentiality obligation; (vii) Furnish to each Shareholder whose Registrable Securities are covered thereby a copy of all material documents filed with and all material correspondence from or to the Commission relating to the Shelf Registration Statement; (viii) Otherwise use its reasonable efforts to comply with all applicable rules and regulations of the Commission; (ix) In connection with any underwritten offering pursuant to Section 3.3, to the extent applicable, furnish to each Shareholder whose Registrable Securities are being 4 sold in such offering, a signed counterpart, addressed to such Shareholder, of an opinion of counsel for the Company, dated the effective date of the Shelf Registration Statement, and "comfort" letters signed by the Company's independent public accountants who have examined and reported on the Company's financial statements included in the Shelf Registration Statement, to the extent permitted by the standards of the AICPA or other relevant authorities, covering substantially the same matters with respect to the Shelf Registration Statement (and the prospectus included therein) and, in the case of the accountants' "comfort" letters, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' "comfort" letters delivered to the underwriters in underwritten public offerings of securities; and (x) In connection with any underwritten offering pursuant to Section 3.3, the Company will enter into any underwriting agreement reasonably necessary to effect the offer and sale of the Registrable Securities to be sold in such offering, provided that such underwriting agreement contains customary underwriting provisions, and provided further that, if the underwriter so requests, the underwriting agreement will contain customary indemnification and contribution provisions. 3.3. Underwriting. (a) The Shareholders, on not more than one occasion during the one year period(s) described in Section 3.1, shall have the right to distribute all, but not less than all, of the Registrable Securities owned by them which are covered by the Shelf Registration Statement by means of an underwritten offering. If the Shareholders desire to sell their Registrable Securities by means of an underwritten offering, they shall so advise the Company by written notice, and the Company shall select an underwriter or representative of underwriters reasonably acceptable to the Shareholders. (b) If the Shareholders propose to sell their Registrable Securities in an underwritten offering pursuant to Section 3.3(a), and the underwriter of such offering shall inform the Company that the inclusion of all or a specified number of such Registrable Securities) would interfere with the successful marketing or pricing of such Registrable Securities, then the Company shall reduce the number of each Shareholder's Registrable Securities included in such offering pro rata to the extent necessary to eliminate such effect. In the event that the number of Registrable Securities included in such underwritten offering is reduced below 75% of the Registrable Securities initially included in such offering, then such offering shall not be deemed to have satisfied the requirement for the one underwritten offering to which the Shareholders are entitled under paragraph (a) above. (c) The Company shall file such amendments and supplements to the Shelf Registration Statement as it deems necessary and use its reasonable efforts to cause such underwritten offering to comply with all applicable rules and regulations of the Commission. In addition, the Company shall assist the Shareholders in marketing the Registrable Securities to be sold pursuant to such underwritten offering, including by participating in "road shows" and similar marketing efforts as reasonably requested by the Shareholders or the underwriters, subject in all events to the reasonable availability of the Company's officers and personnel. No Shareholder may participate in any underwritten offering hereunder unless such Shareholder (A) agrees to sell such Shareholder's Registrable Securities on the basis provided in customary underwriting arrangements entered into in connection therewith and (B) completes and executes 5 a customary underwriting agreement and all reasonable questionnaires, powers of attorney, and other documents required under the terms of such underwriting arrangements. 3.4 Expenses. The Company shall bear all Registration Expenses. The Shareholders shall bear all Selling Expenses (in proportion, as nearly as practicable, to the securities of each Shareholder being sold). Except as provided in the preceding sentence, each party hereto shall bear its own costs and expenses in connection with this Agreement and the transactions contemplated hereby. 4. Sale Restrictions. (a) The Company shall advise each Shareholder in writing of the commencement of any period in which the Company prohibits the senior executives of the Company from purchasing or selling securities of the Company in the open market in connection with the Company's filing of a Form 10-K or Form 10-Q with the Commission (any such period, a "Quarterly Blackout Period"). No Shareholder shall sell, transfer or otherwise dispose of any Registrable Securities pursuant to the Shelf Registration Statement, nor shall they deliver a Sale Notice pursuant to paragraph (b) below, during a Quarterly Blackout Period. Each Quarterly Blackout Period shall expire on the date on which the Company no longer prohibits the senior executives of the Company from purchasing or selling securities of the Company in the open market in connection with the Company's filing of a Form 10-K or Form 10-Q with the Commission, and the Company shall advise each Shareholder in writing of the expiration of each Quarterly Blackout Period on the date that such period expires. (b) For any sale, transfer or other disposition of Registrable Securities pursuant to the Shelf Registration Statement, each Shareholder shall give the Company prior written notice of such sale, transfer or other disposition (any such notice, a "Sale Notice"). Each Shareholder shall only be entitled to submit twelve Sale Notices to the Company in any calendar year. Such Shareholder shall not consummate the sale, transfer or other disposition of Registrable Securities specified in a Sale Notice unless and until the Company has advised such Shareholder whether an amendment or supplement to the Shelf Registration Statement is necessary or appropriate in order for sales thereunder to be made in compliance with the Commission's applicable rules and regulations; provided that if the Company shall not have so advised such Shareholder within three business days after a Sale Notice has been delivered, the Company shall be deemed to have advised such Shareholder on such third business day that no amendment or supplement to the Shelf Registration Statement is required (a "Deemed Sale Advice") and such Shareholder may consummate the sale, transfer or other disposition of Registrable Securities described in such Sale Notice at any time during the five business day period commencing on the first business day following the date on which such Shareholder 6 received such Deemed Sale Advice. The Company shall use reasonable efforts to advise any Shareholder that submits a Sale Notice whether the Company considers it necessary or appropriate for the Shelf Registration Statement to be amended or supplemented in order for sales thereunder to be made in compliance with the Commission's applicable rules and regulations as promptly as practicable after receipt of such Sale Notice. If, after receipt of a Sale Notice from a Shareholder, the Company advises such Shareholder that no amendment or supplement to the Shelf Registration Statement is necessary or appropriate in order for sales thereunder to be made in compliance with the Commission's applicable rules and regulations (a "Sale Advice"), such Shareholder may consummate the sale, transfer or other disposition described in such Sale Notice at any time during the five business day period commencing on the first business day following the date on which such Shareholder received such Sale Advice. If, after receipt of a Sale Notice from a Shareholder, the Company advises such Shareholder in writing that the Company considers it necessary or appropriate for the Shelf Registration Statement to be amended or supplemented in order for sales thereunder to be made in compliance with the Commission's applicable rules and regulations prior to such Shareholder's receipt of a Sale Advice or Deemed Sale Advice with respect to such Sale Notice, such Shareholder shall suspend the sale, transfer or other disposition of its Registrable Securities described in such Sale Notice until the Company advises such Shareholder that the Shelf Registration Statement has been amended or supplemented and declared effective. The Company shall use reasonable efforts to file any such amendment or supplement and cause the Shelf Registration Statement to be declared effective as soon as promptly as practicable; provided that if such amendment or supplement is not filed, and the Shelf Registration Statement is not declared effective, within five business days of the date that the Company advises a Shareholder that such amendment or supplement is required, then the related Sale Notice given by such Shareholder shall not count as one of the twelve Sale Notices that such Shareholder is entitled to deliver to the Company in any calendar year. Notwithstanding the preceding sentence, the Company may delay filing any amendment or supplement to the Shelf Registration Statement, and may cause its effectiveness to be delayed, if the Company advises such Shareholder in its written notice that the Company has determined that the filing of such amendment or supplement (or the declaration of its effectiveness) will (i) interfere with or adversely affect the negotiation, completion, marketing or pricing of any transaction, including, without limitation, any securities offering, that is being contemplated by the Company (whether or not a final decision has been made to undertake such a transaction) at the time the right to delay is exercised, or (ii) involve initial or continuing disclosure obligations not in the best interest of the Company; provided, however, that (A) the Company shall not exercise its right to delay with respect to such Shareholder on more than two occasions during any calendar year, (B) the period of each such delay shall not exceed thirty days from the date of the Company's written notice to such Shareholder, and (C) with respect to each such delay, the Company shall use its reasonable efforts to minimize the period of such delay. If the Company so notifies a Shareholder that the filing of any amendment or supplement to the Shelf Registration Statement will be delayed or that the effectiveness of the Shelf Registration Statement will be delayed then the Sale Notice given by such Shareholder with respect to the sale, transfer or other disposition that is suspended as a result of such delay shall not count as one of the twelve Sale Notices that such Shareholder is entitled to deliver to the Company in any calendar year. 5. Indemnification. (a) The Company shall indemnify, to the fullest extent permitted by law, each Shareholder whose Registrable Securities are covered by the Shelf Registration Statement, each of their respective officers and directors, each person controlling such Shareholder within the meaning of the Securities Act, each underwriter participating in an underwritten offering pursuant to Section 3.3 (if any), and each person controlling any such underwriter within the meaning of the Securities Act, against all claims, losses, damages and liabilities (or actions or proceedings in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in the Shelf Registration Statement (including the prospectus contained therein), or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such Shareholder, each of its officers and directors, each person controlling 7 such Shareholder within the meaning of the Securities Act, each such underwriter, and each person controlling each such underwriter within the meaning of the Securities Act, for any legal and any other expenses as they are reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability, action or proceeding, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based on written information furnished to (or information withheld from) the Company by such Shareholder or underwriter specifically for inclusion therein or any grossly negligent or fraudulent action or inaction of such Shareholder or underwriter. (b) Each Shareholder will indemnify, to the fullest extent permitted by law, the Company, its directors and officers and each person controlling the Company within the meaning of the Securities Act, each other Shareholder and each of their officers and directors, each person controlling such other Shareholder within the meaning of the Securities Act, each underwriter participating in an underwritten offering pursuant to Section 3.3 (if any), and each person controlling any such underwriter within the meaning of the Securities Act, against all claims, losses, damages and liabilities (or actions or proceedings in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in the Shelf Registration Statement (including the prospectus contained therein), or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Shareholders, their respective directors, officers, or control persons, each such underwriter, and each person controlling each such underwriter within the meaning of the Securities Act, for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, action or proceeding, in each case to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) arises out of or is based upon written information furnished to (or information withheld from) the Company by such Shareholder specifically for inclusion therein or any grossly negligent or fraudulent action or inaction of such Shareholder. (c) Each party entitled to indemnification under this Section 5 (the "Indemnified Party") shall give notice in writing to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has knowledge of any claim as to which indemnity may be sought, provided, however, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under the preceding paragraphs of this Section 5, except to the extent the Indemnifying Party is prejudiced thereby. In case any such claim or action is brought against an Indemnified Party, unless in the reasonable judgment of such Indemnified Party's counsel, a conflict of interest between such Indemnified and Indemnifying Parties exists in respect of such claim, the Indemnifying Party will be entitled to participate in and, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, to the extent that it may wish, and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, and the Indemnifying Party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). No Indemnifying Party will consent to entry of any judgment or enter into any settlement which does not include as an 8 unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. (d) If the indemnification provided for in this Section 5 is unavailable to an Indemnified Party (other than as a result of the terms hereof) in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and the Shareholders whose Registrable Securities were included in the Shelf Registration Statement (the "Selling Shareholders"), on the other, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and the Selling Shareholders, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by one of the Selling Shareholders and the parties' relevant intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Selling Shareholders agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were based solely upon the number of entities from whom contribution was requested or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 5(d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages and liabilities referred to above in this Section 5(d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, subject to the provisions of Section 5(d) hereof. No person guilty of fraudulent misrepresentation (within the meaning of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 6. Information by Shareholder. Each Shareholder shall furnish to the Company such information regarding such Shareholder and the distribution proposed by such Shareholder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Agreement. 7. Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its reasonable efforts to (i) make available and keep public information as those terms are understood and defined in Rule 144 under the Securities Act and (ii) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act. 8. Entire Agreement; Amendment; Waiver. This Agreement, the Stock Purchase Agreement, and the Asset Purchase Agreement and all documents required to be delivered hereto and thereto and the other documents and certificates delivered pursuant to the terms hereof, set 9 forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersede all prior negotiations, understandings, discussions, agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto whether written or oral. This Agreement may be amended, modified or supplemented only by written agreement of all the parties hereto. Any failure of any party hereto to comply with any obligation, covenant, agreement or condition herein may be expressly waived in writing by the other parties hereto, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. 9. Notices. All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as duly given on the date of delivery, if delivered in person, if sent by courier or Federal Express or other similar overnight delivery service or on the date of transmission if sent by telecopier (which is confirmed with a copy sent by other means of delivering notice hereunder), to the party entitled to receive the same, at the address provided in this Section 9. Any party hereto may change its address by giving notice to the other parties hereto stating its new address, all in the manner provided herein. Such newly designated address shall thereafter be such party's address for the purpose of all notices or other communications required or permitted to be given pursuant to this Agreement. (a) If to the Company, to: Jones Apparel Group, Inc. 1411 Broadway New York, New York 10018 Fax: (212) 536-9537 Attention: Peter Boneparth and Jones Apparel Group, Inc. 1411 Broadway New York, New York 10018 Fax: (212) 790-9988 10 Attention: Ira M. Dansky, Esq. with a copy to: Cravath, Swaine & Moore 825 Eighth Avenue New York, New York 10019 Fax: (212) 474-3700 Attention: Scott A. Barshay, Esq. (b) If to Seller, to: G.V. Trademark Investments Ltd 1441 Broadway 25th Floor New York, New York 10018 Fax: (212) 575-3122 Attention: Isaac Dabah with a copy to: Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Fax: (212) 735-2000 Attention: Nancy A. Lieberman, Esq. (c) If to Licensor, to: Gloria Vanderbilt Trademark B.V. 23 Avenue Montery L-2086 Luxembourg Fax: 011-352-466-1113402 11 with a copy to: Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Fax: (212) 735-2000 Attention: Nancy A. Lieberman, Esq. and Shiboleth, Yisraeli, Roberts & Zisman, LLP 350 Fifth Avenue Suite 6001 New York, New York 10018-6098 Fax: (212) 563-7108 Attention: Michael D. Friedman, Esq. 10. Successors and Assigns. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties; provided that each Shareholder may assign its rights hereunder to any of its affiliates in connection with the transfer, sale or other disposition of Shares to such affiliate, provided further that (a) the Company is given written notice at the time of such assignment, stating the name and address of said assignee and identifying the Registrable Securities with respect to which such rights are being assigned and (b) the assignee of such rights has executed an agreement, satisfactory in all respects to the Company, assuming the obligations under this Agreement as if originally a Shareholder hereunder. 11. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State. 12. Titles and Subtitles. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When a reference is made in this Agreement to a Section such reference shall be to a Section of this Agreement unless otherwise indicated. 13. Severability. If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances. 12 14. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties. 15. Effectiveness. This Agreement shall only become effective upon the occurrence of both (a) the Closing (as defined in the Stock Purchase Agreement) and (b) the Closing (as defined in the Asset Purchase Agreement). 16. Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto irrevocably consents to service of process in the manner provided for notices in Section 9. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 17. Specific Performance. The parties hereby declare that it is impossible to measure in money the damages which will accrue to a party hereto by reason of a failure to perform any of the obligations under this Agreement. Therefore, all parties hereto shall be entitled to specific performance of the obligations of the other parties under this Agreement. 13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. JONES APPAREL GROUP, INC., By: /s/ Peter Boneparth -------------------------------- Name: Peter Boneparth Title: President G.V. TRADEMARK INVESTMENTS LTD, By: /s/ Juan Etcheverrito -------------------------------- Name: Juan Etcheverrito Title: Director GLORIA VANDERBILT TRADEMARK B.V., By: /s/ A. Renard -------------------------------- Name: A. Renard Title: Director By: /s/ C. Schlesser -------------------------------- Name: C. Schlesser Title: Director 14 EX-5.1 4 ex5-1.txt OPINION OF IRA M. DANSKY, ESQ. Exhibit 5.1 [Letterhead of] JONES APPAREL GROUP, INC. May 3, 2002 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Jones Apparel Group Registration Statement on Form S-3 Ladies and Gentlemen: I am General Counsel of Jones Apparel Group, Inc., a Pennsylvania corporation (the "Company"), and in such capacity, I have represented the Company in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act") relating to the registration under the Act of the offering of an aggregate 562,947 shares of the Company's common stock, $.01 par value per share (the "Common Stock"), for the benefit of the selling shareholder (the "Selling Shareholder"). In that connection, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I have deemed necessary or appropriate for the purposes of this opinion, including (i) the Articles of Incorporation of the Company, as amended or restated; (ii) the Bylaws of the Company, as amended or restated; (iii) the Registration Statement and the related Prospectus (together with the documents incorporated therein by reference, the "Prospectus") and (iv) corporate preceedings related to the authorization of the Common Stock. In such review, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted as copies and the authenticity of the originals of such copies. Based on the foregoing and subject to the further assumptions and qualifications set forth below, I am of the opinion that the shares of Common Stock to be sold by the Selling Shareholder are duly authorized, validly issued, fully paid and nonassessable. 2 I am admitted to practice in the State of New York, and I express no opinion as to any matters governed by any law other than the laws of the State of New York and the Federal laws of the United States of America. In rendering this opinion, I have relied upon the opinion dated May 3, 2002 of Wolf, Block, Schorr and Solis-Cohen LLP, a copy of which appears as Exhibit 5.2 to the Registration Statement, as to all matters of law covered therein relating to the laws of the Commonwealth of Pennsylvania. I hereby consent to the use of my name under the caption "Validity of Securities" in the Prospectus and the use of my opinion as herein set forth as an Exhibit to the Registration Statement. Very truly yours, /s/ Ira M. Dansky ------------------ Ira M. Dansky General Counsel EX-5.2 5 ex5-2.txt OPINION Exhibit 5.2 [Letterhead of] WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP May 3, 2002 Ira M. Dansky, Esq. Jones Apparel Group, Inc. 1411 Broadway New York, NY 10018 Re: Jones Apparel Group, Inc. -- Registration Statement on Form S-3 ------------------------------------------------------ Dear Mr. Dansky: As special Pennsylvania counsel to Jones Apparel Group, Inc., a Pennsylvania corporation (the "Company"), we have been requested to render this opinion in connection with the Company's Registration Statement on Form S-3 (the "Registration Statement"), which is being filed with the Securities and Exchange Commission (the "SEC") on May 3, 2002, under the Securities Act of 1933. The Registration Statement relates to the proposed sale from time to time of up to an aggregate of 562,947 shares of the Company's common stock (the "Shares") by the selling shareholder named therein. The selling shareholder acquired the Shares in connection with the acquisition by the Company of all of the outstanding stock of Gloria Vanderbilt Apparel Corp., and certain assets of Gloria Vanderbilt Trademark B.V., on April 8, 2002. For purposes of this opinion we have examined the Registration Statement; the resolutions of the Board of Directors of the Company dated March 11, 2002; the Registration Rights Agreement, dated March 18, 2002, by and among the Company, G.V. Trademark Investments Ltd. and Gloria Vanderbilt Trademark B.V.; the Amended and Restated Articles of Incorporation of the Company; the Amended and Restated Bylaws of the Company; a Subsistence Certificate dated April 23, 2002, issued by the Secretary of the Commonwealth of Pennsylvania with respect to the Company; the agreements pursuant to which the Shares were issued; and such other documents as we have deemed necessary for the purpose of rendering this opinion. With respect to the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified or reproduced copies. Page 2 As special Pennsylvania counsel to the Company, we are not familiar with all of the Company's affairs. As a further basis for this opinion, we have made such inquiry of the Company and have received such certifications from an officer of the Company as we have deemed necessary or appropriate for the purpose of rendering this opinion. Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance, and are validly issued, fully paid and non-assessable. We are attorneys admitted to the Bar in the Commonwealth of Pennsylvania, and we express no opinion as to the laws of any jurisdiction. Our examination of law relevant to the matters covered by this opinion is limited to Pennsylvania law. The opinion is given as of the date hereof and is limited to the facts, circumstances and matters set forth herein and to laws currently in effect. No opinion may be inferred or is implied beyond matters expressly set forth herein, and we do not undertake and assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any change in law which may hereafter occur. This opinion is furnished for your benefit only and may not be used or relied upon by any other person or entity or in connection with any other transaction without our prior written consent. We hereby consent to the reference to this Firm under the heading "Validity of Securities" in the Registration Statement and in the prospectus that is part of the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP ------------------------------------------- WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP EX-23.1 6 ex23-1.txt CONSENT OF INDEPENDENT CERT. PUBLIC ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Jones Apparel Group, Inc. New York, New York We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement on Form S-3 of our report dated February 1, 2002, except as to "Subsequent Event", which is as of March 19, 2002, relating to the consolidated financial statements and schedule of Jones Apparel Group, Inc. and subsidiaries appearing in the Company's Annual Report on Form 10-K for the year ended December 31,2001. We also consent to the reference to us under the caption "Experts" in the Prospectus. /s/BDO Seidman, LLP ---------------------- BDO Seidman, LLP New York, New York May 3, 2002 -----END PRIVACY-ENHANCED MESSAGE-----