8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

June 2, 2010

JONES APPAREL GROUP, INC.

(Exact Name of registrant as specified in its charter)

Pennsylvania	1-10746	06-0935166
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1411 Broadway

New York, New York  10018

(Address of principal executive offices)

(212) 642-3860

(Registrant’s telephone number, including area code)

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 – Completion of Acquisition or Disposition of Assets

On June 2, 2010, Jones Apparel Group, Inc. (“Jones”) announced the acquisition by JAG Footwear, Accessories and Retail Corporation (“JAG Footwear”), an indirect wholly owned subsidiary of Jones, of 55% of the equity interests of Stuart Weitzman Holdings, LLC (“SW Holdings”) from STEPAHEAD, LLC (“Stepahead”), an entity controlled by Mr. Stuart Weitzman, and IPC/SW LLC (“IPC”), an investment vehicle controlled by Irving Place Capital.  The acquisition was made pursuant to the terms and conditions of (i) the Master Purchase Agreement, dated as of May 5, 2010, as amended (the “Master Purchase Agreement”), by and among JAG Footwear, Jones, SW Holdings, Stepahead and Mr. Stuart Weitzman and (ii) the Common Unit Purchase Agreement, dated as of May 5, 2010, as amend ed (the “Common Unit Purchase Agreement” and, together with the Master Purchase Agreement, the “Purchase Agreements”), by and among JAG Footwear, Jones and IPC.

Following the initial acquisition, the remaining 45% of the equity interests of SW Holdings continues to be held by Stepahead and, pursuant to the Master Purchase Agreement, will be purchased by JAG Footwear in a final closing anticipated to occur on the last business day of 2012.  At such time, SW Holdings will become an indirect wholly owned subsidiary of Jones.  The timing of the final closing may be accelerated in certain limited circumstances.  IPC is no longer a direct investor in SW Holdings.

Until the final closing, the parties anticipate that Mr. Stuart Weitzman will continue to lead the business of SW Holdings, subject to the oversight of Jones.

As previously announced, the purchase price for the initial acquisition of 55% of SW Holdings was approximately $180 million.  The purchase price for the final acquisition of the remaining 45% of SW Holdings will be determined under a formula set forth in the Master Purchase Agreement, which is based upon the financial results of SW Holdings for certain periods following 2009.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreements, which are included as Exhibits 2.1 and 2.2, respectively to Jones’s Current Report on Form 8-K filed May 6, 2010, which are incorporated by reference herein.

On June 2, 2010, Jones also issued a press release announcing the initial acquisition, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01 – Financial Statements and Exhibits.

(a)  Financial Statements of Business Acquired

The historical audited consolidated financial statements of SW Holdings and its subsidiaries required by Item 9.01(a) of Form 8-K will be filed by amendment or otherwise within 71 calendar days after June 8, 2010, the date by which such current report must be filed pursuant to General Instruction B.1. of Form 8-K.

(b)  Pro Forma Financial Information

The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment or otherwise within 71 calendar days after June 8, 2010, the date by which such current report must be filed pursuant to General Instruction B.1. of Form 8-K.

(d) Exhibits

The exhibit to this Current Report on Form 8-K is listed in the Exhibit Index, which appears at the end of this report and is incorporated by reference herein.

 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	JONES APPAREL GROUP, INC. (Registrant)
Date: June 2, 2010	By:	/s/ Ira M. Dansky
		Name:  Ira M. Dansky
		Title:    Executive Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release announcing the initial acquisition of 55% of the equity interests of Stuart Weitzman Holdings, LLC.

EX-99.1

Exhibit 99.1

For Immediate Release

Jones Apparel Group, Inc.

Investor Contact:

John T. McClain, Chief Financial Officer

Jones Apparel Group

(212) 642-3860

Media Contacts:

Joele Frank and Sharon Stern

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

 

Jones Apparel Group Completes Acquisition of 55% of the Equity Interests

of Stuart Weitzman Holdings, LLC

NEW YORK– June 2, 2010 – Jones Apparel Group, Inc. (“Jones”) (NYSE: JNY) today announced it has completed its acquisition of 55% of the equity interests of Stuart Weitzman Holdings, LLC, a privately-held leading designer and manufacturer of women’s salon footwear and accessories.

As previously announced on May 6, 2010, Jones entered into an agreement to acquire Stuart Weitzman Holdings, LLC in two stages.  At the initial closing, completed today, Jones made cash payments of approximately $180 million to the selling shareholders, including Irving Place Capital, for a 55% interest in Stuart Weitzman Holdings, LLC.  Stuart Weitzman will remain the principal owner of the remaining 45% interest, and will continue as Executive Chairman of Stuart Weitzman Holdings, LLC.  The selling shareholders will receive cash payments for their remaining interest at a final closing expected to take place at the end of 2012, based upon the value of Stuart Weitzman Holdings, LLC at that time in accordance with a contractually pre-determined formula.

About Stuart Weitzman Holdings, LLC

For over 30 years, Stuart Weitzman has been designing shoes for the modern, sophisticated woman.  Today, Stuart Weitzman Holdings, LLC is a leading designer, manufacturer, wholesaler and retailer of premium women's shoes and handbags in approximately 60 countries.  Made famous by his trademark use of unique materials and keen attention to detail, Stuart Weitzman currently owns and operates 38 retail stores in the U.S., 7 stores internationally and provides exclusive licenses to 29 retailers to operate the Stuart Weitzman stores outside of the United States.

About Jones Apparel Group, Inc.

Jones Apparel Group, Inc. (“the Company”) (www.jonesapparel.com) is a leading designer, marketer and wholesaler of branded apparel, footwear and accessories.  The Company also markets directly to consumers through its chain of specialty retail and value-based stores and through its e-commerce web sites. The Company's nationally recognized brands include Jones New York, Nine West, Anne Klein, Gloria Vanderbilt, Kasper, Robert Rodriguez, Bandolino, Easy Spirit, Evan-Picone, l.e.i., Energie, Enzo Angiolini, Joan & David, Mootsies Tootsies, Sam & Libby, Napier, Judith Jack, Albert Nipon and Le Suit. The Company also markets costume jewelry under the Givenchy brand licensed from Givenchy Corporation, women’s footwear under the Dockers® and Dockers® Women brands and infants’, toddlers’ ; and boys’ footwear (excluding girls’ footwear) under the Dockers® and Dockers® Premium brands, licensed from Levi Strauss & Co., apparel and accessories under the Rachel Roy brand licensed from Rachel Roy IP Company, LLC, and Jessica Simpson jeanswear licensed from VCJS LLC.  Each brand is differentiated by its own distinctive styling, pricing strategy, distribution channel and target consumer. The Company contracts for the manufacture of its products through a worldwide network of quality manufacturers. The Company has capitalized on its nationally known brand names by entering into various licenses for several of its trademarks, including Jones New York, Anne Klein New York, Nine West, Gloria Vanderbilt, l.e.i. and Evan-Picone, with select manufacturers of women's and men's products which the Company does not manufacture. For more than 30 years, the Company has built a reputation for excellence in product quality and value, and in operational execution.

About Irving Place Capital

Irving Place Capital invests private equity capital in compelling buyouts, recapitalizations and growth capital opportunities alongside superior management teams. Irving Place Capital focuses on making control or entrepreneur-driven investments. Since its formation in 1997, Irving Place Capital has been an investor in 68 portfolio companies, and manages over $4 billion of equity capital, including its current $2.7 billion institutional fund. More information about Irving Place Capital is available at www.irvingplacecapital.com.

Forward Looking Statements

Certain statements contained herein are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  All statements regarding the Company’s expected financial position, business and financing plans are forward-looking statements.  The words “believes,” “expects,” “plans,” “intends,” “anticipates” and similar expressions identify forward-looking statements.  Forward-looking statements also include representations of the Company’s expectations or beliefs concerning future events that involve risks and uncertainties, including:

●   those associated with the effect of national, regional and international economic conditions;

●   lowered levels of consumer spending resulting from a general economic downturn or lower levels of consumer confidence;

●   the tightening of the credit markets and the Company’s ability to obtain capital on satisfactory terms;

●   given the uncertain economic environment, the possible unwillingness of committed lenders to meet their obligations to lend to borrowers, in general;

●   the performance of the Company’s products within the prevailing retail environment;

●   customer acceptance of both new designs and newly-introduced product lines;

●   the Company’s reliance on a few department store groups for large portions of the Company’s business;

●   the Company’s ability to identify acquisition candidates and, in a competitive environment for such acquisitions, acquire such businesses on reasonable financial and other terms;

●   the integration of the organizations and operations of any acquired businesses into the Company’s existing organization and operations;

●   consolidation of the Company’s retail customers;

●   financial difficulties encountered by the Company’s customers;

●   the effects of vigorous competition in the markets in which the Company operates;

●   the Company’s ability to attract and retain qualified executives and other key personnel;

●   the Company’s reliance on independent foreign manufacturers;

●   changes in the costs of raw materials, labor, advertising and transportation;

●   the general inability to obtain higher wholesale prices for the Company’s products that the Company has experienced for many years;

●   the uncertainties of sourcing associated with an environment in which general quota has expired on apparel products but litigation and political activity seeking to re-impose quotas have been initiated;

●   the Company’s ability to successfully implement new operational and financial computer systems; and

●   the Company’s ability to secure and protect trademarks and other intellectual property rights.

A further description of these risks and uncertainties and other important factors that could cause actual results to differ materially from the Company’s expectations can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, including, but not limited to, the Statement Regarding Forward-Looking Disclosure and Item 1A-Risk Factors therein, and in the Company’s other filings with the Securities and Exchange Commission.  Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such expectations may prove to be incorrect.  The Company does not undertake to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.