DEFA14A

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): December 19, 2013

The Jones 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
	(Address of principal executive offices)
	10018
	(Zip Code)

(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

x 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 8.01 Other Events.

On December 19, 2013, The Jones Group Inc., a Pennsylvania corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Jasper Parent LLC (“Parent”), a Delaware limited liability company, and Jasper Merger Sub, Inc. (“Merger Sub”), a newly formed Pennsylvania corporation and a wholly owned subsidiary of Parent,  providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.  At the closing of the Merger, each share of Company common stock issued and outstanding immediately prior to the closing of the Merger (other than shares owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent and shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, in each case not held on behalf of third parties) will be converted into the right to receive an amount in cash equal to $15.00 per share, without interest.  Parent and Merger Sub are beneficially owned by affiliates of Sycamore Partners, L.P. and Sycamore Partners A, L.P.  In connection with the transactions contemplated by the Merger Agreement, the Company has agreed to suspend the payment of its regular quarterly dividend.  The Merger Agreement was unanimously approved by the board of directors of the Company (the “Board”).  A copy of the press release issued by the Company announcing the transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.  The terms of the Merger Agreement, including the conditions thereto, will be described in a subsequent filing on Form 8-K.

On December 19, 2013, the Company sent a letter to its customers and business partners, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

On December 19, 2013, the Company sent a letter to its associates, which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

On December 19, 2013, the Company sent a list of Frequently Asked Questions to its associates, which is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

Statements about the expected timing, completion and effects of the proposed Merger, and all other statements made in this Current Report on Form 8-K that are not historical facts are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  In some cases, these forward-looking statements may be identified by the use of words such as “may”, “will”, “expect”, “plan”, “anticipate”, “believe”, or “project”, or the negative of those words or other comparable words.  Any forward-looking statements included in this Current Report on Form 8-K are made as of the date hereof only, based on information available to the Company as of the date hereof, and subject to applicable law to the contrary, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company’s actual results to differ materially from those suggested by the projected results in such forward-looking statements.  Such risks and uncertainties include, among others:  any conditions imposed on the parties in connection with the consummation of the transactions described herein; approval of the Merger by the Company’s shareholders (or the failure to obtain such approval); the ability to obtain regulatory approvals of the Merger and the other transactions contemplated by the Merger Agreement on the proposed terms and schedule; the Company’s ability to maintain relationships with customers, employees or suppliers following the announcement of the Merger Agreement and the transactions contemplated thereby; the ability of third parties to fulfill their obligations relating to the proposed transactions, including providing financing under current financial market conditions; the ability of the parties to satisfy the conditions to closing of the proposed transactions; the risk that the Merger and the other transactions contemplated by the Merger Agreement may not be completed in the time frame expected by the parties or at all; and the risks that are described from time to time in the Company’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including the Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 22, 2013, in other of the Company’s filings with the SEC from time to time, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and on general industry and economic conditions.

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The Company believes these forward-looking statements are reasonable; however, you should not place undue reliance on forward-looking statements, which are based on current expectations.  Any or all of the Company’s forward-looking statements may turn out to be wrong.  They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond the Company’s control.

Additional Information and Where to Find It

This communication  may be deemed to be solicitation material in respect of the proposed acquisition of the Company by Parent.  In connection with the proposed Merger, the Company intends to file relevant materials with the SEC, including the Company’s proxy statement in preliminary and definitive form.  BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S SHAREHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.  The Company’s shareholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov.  The Company’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to The Jones Group Inc. Investor Relations at 1411 Broadway, New York, NY 10018, telephone number (212) 703-9819, or from the Company’s website, www.jonesgroupinc.com.

Certain Information Concerning Participants

The Company and its directors and officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed Merger.  Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2013 Annual Meeting of Shareholders, which was filed with the SEC on May 15, 2013.  Shareholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed Merger, which may be different than those of the Company’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed Merger, when filed with the SEC.  Investors should read the proxy statement carefully when it becomes available before making any voting or investment decisions.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.  The following Exhibits are filed as part of this Report on Form 8-K:

99.1	Joint Press Release, dated December 19, 2013, of The Jones Group Inc. and Sycamore Partners.
99.2	Letter to Customers and Business Partners.
99.3	Letter to Associates.
99.4	List of Frequently Asked Questions to Associates.

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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.

	THE JONES GROUP INC.,
Date:  December 20, 2013	By:	/s/ Ira M. Dansky
		Name:	Ira M. Dansky
		Title:	Executive Vice President,
			General Counsel and Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Joint Press Release, dated December 19, 2013, of The Jones Group Inc. and Sycamore Partners.
99.2	Letter to Customers and Business Partners.
99.3	Letter to Associates.
99.4	List of Frequently Asked Questions to Associates.

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EX-99.1

Exhibit 99.1

The Jones Group

Investor Contact:

John T. McClain, Chief Financial Officer

The Jones Group

(212) 703-9189

Media Contacts:

Joele Frank and Sharon Stern

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

Sycamore Partners

Michael Freitag and Blair Fasbender

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

THE JONES GROUP ANNOUNCES AGREEMENT TO BE ACQUIRED BY

SYCAMORE PARTNERS FOR $15.00 PER SHARE IN CASH

Transaction Valued at Approximately $2.2 Billion

New York, New York – December 19, 2013 –– The Jones Group Inc. (NYSE: JNY) (“The Jones Group” or the “Company”) and Sycamore Partners today announced that they have entered into a definitive agreement pursuant to which affiliates of Sycamore Partners will acquire The Jones Group for $15.00 per share in cash, or a total of approximately $1.2 billion. The transaction is valued at approximately $2.2 billion, including net debt. Upon completion of the transaction, The Jones Group will become a privately held company.

Under the terms of the agreement, The Jones Group’s shareholders will receive $15.00 in cash for each share of The Jones Group’s common stock.  This represents a premium of approximately 19% to The Jones Group’s  30-day volume weighted average stock price for the period ended April 11, 2013, the last trading day prior to when media speculation began regarding the Company’s plans to sell all or parts of its portfolio. The agreement was unanimously approved by The Jones Group’s Board of Directors.

Sidney Kimmel, The Jones Group Founder and Chairman of the Board of Directors, said: “We are pleased to have reached this agreement, which we believe is a positive development for all of our stakeholders. Thisbusiness, which I founded nearly 45 years ago, has expanded into a global portfolio of powerful brands.  I am proud of our heritage and believe The Jones Group’s brands will thrive through our partnership with Sycamore.”

Wesley R. Card, The Jones Group Chief Executive Officer, said: “This transaction is a result of diligent analysis and thoughtful strategic deliberations over many months with the assistance of our advisors. This all-cash transaction delivers immediate and compelling value to our shareholders.  Sycamore Partners is an experienced investor in the retail sector, and, as a private company, Jones will have the flexibility to help our brands reach their true potential. We look forward to continuing to deliver exceptional products that resonate with our customers.”

Stefan Kaluzny, Managing Director of Sycamore Partners, said: “We are honored that the Board of The Jones Group has entrusted Sycamore Partners as the steward of this portfolio of iconic brands. We look forward to a successful partnership with the Company’s talented associates as we continue to serve The Jones Group’s many loyal customers.”

The acquisition, which is structured as a one-step merger with The Jones Group as the surviving corporation, is subject to customary closing conditions, including receipt of shareholder and regulatory approvals. The acquisition requires the affirmative vote of a majority of the votes cast by the holders of outstanding shares of the Company’s stock, which will be sought at a special meeting of shareholders.  The transaction is currently expected to close in the second quarter of 2014.

In connection with the merger agreement, Wesley R. Card and Richard Dickson, President and Chief Executive Officer, Branded Businesses at The Jones Group, who in the aggregate are holders of approximately 2.9% of the Company’s stock, have each signed customary support agreements pursuant to which they have agreed to vote their shares in favor of the merger.

Citigroup Global Markets, Inc. is acting as lead financial advisor to The Jones Group and Peter J. Solomon Company is acting as financial advisor to the Company’s Board of Directors. Cravath, Swaine & Moore LLP is acting as legal advisor to The Jones Group and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to the independent directors of the Company’s Board of Directors.  BofA Merrill Lynch and Guggenheim Securities, are acting as financial advisors to Sycamore Partners.  Winston & Strawn LLP, Simpson Thacher & Bartlett LLP and the Law Offices of Gary M. Holihan, P.C. are acting as legal advisors to Sycamore Partners.

About The Jones Group Inc.

The Jones Group Inc. (www.jonesgroupinc.com) is a leading global designer, marketer and wholesaler of over 35 brands with product expertise in apparel, footwear, jeanswear, jewelry and handbags.  The Jones Group has a reputation for innovation, excellence in product quality and value, operational execution and talent.  The Company also markets directly to consumers through branded specialty retail and outlet stores, through concessions at upscale department stores and through its e-commerce sites.

The Company’s internationally recognized brands and licensing agreements (L) include: Nine West, Jones New York, Anne Klein, Kurt Geiger, Rachel Roy (L), Robert Rodriguez, Robbi & Nikki, Stuart Weitzman, Brian Atwood (L), Boutique 9, Easy Spirit, Carvela, Gloria Vanderbilt, l.e.i., Bandolino, Enzo Angiolini, Nine & Co., GLO, Joan & David, Miss KG, Kasper, Energie, Evan-Picone, Le Suit, Mootsies Tootsies, Grane, Erika, Napier, Jessica Simpson (L), Givenchy (L), Judith Jack, Albert Nipon, Pappagallo and Rafe (L).

About Sycamore Partners

Sycamore Partners is a private equity firm based in New York.  Sycamore raised its first fund in 2011 with more than $1 billion in commitments from leading foundations, endowments, family offices, pension and sovereign wealth investors. Sycamore specializes in consumer- and retail-related investments, and its strategy is to partner with established management teams to improve the operating performance of their businesses. The firm’s investment portfolio currently includes Hot Topic, Inc.; The Talbots, Inc.; MGF Sourcing; and Pathlight Capital. For more information, please visit www.sycamorepartners.com.

Cautionary Statement Regarding Forward-Looking Statements

Statements about the expected timing, completion and effects of the proposed merger, and all other statements made in this communication that are not historical facts are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  In some cases, these forward-looking statements may be identified by the use of words such as “may”, “will”, “expect”, “plan”, “anticipate”, “believe”, or “project”, or the negative of those words or other comparable words.  Any forward-looking statements included in this communication are made as of the date hereof only, based on information available to the Company as of the date hereof, and subject to applicable law to the contrary, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company’s actual results to differ materially from those suggested by the projected results in such forward-looking statements.  Such risks and uncertainties include, among others:  any conditions imposed on the parties in connection with the consummation of the transactions described herein; approval of the merger by the Company’s shareholders (or the failure to obtain such approval); the ability to obtain regulatory approvals of the merger; the Company’s ability to maintain relationships with customers, employees or suppliers following the announcement of the merger agreement and the transactions contemplated thereby; the ability of third parties to fulfill their obligations relating to the proposed transactions, including providing financing under current financial market conditions; the ability of the parties to satisfy the conditions to closing of the proposed transactions; the risk that the merger and the other transactions contemplated by the merger agreement may not be completed in the time frame expected by the parties or at all; and the risks that are described from time to time in the Company’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including the Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 22, 2013, in other of the Company’s filings with the SEC from time to time, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and on general industry and economic conditions.  The Company believes these forward-looking statements are reasonable; however, you should not place undue reliance on forward-looking statements, which are based on current expectations.  Any or all of the Company’s forward-looking statements may turn out to be wrong.  They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond the Company’s control.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by affiliates of Sycamore Partners.  In connection with the proposed transaction, the Company intends to file relevant materials with the SEC, including the Company’s proxy statement in preliminary and definitive form.  BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S SHAREHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.  The Company’s shareholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov.  The Company’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to The Jones Group Inc. Investor Relations at 1411 Broadway, New York, NY 10018, telephone number (212) 703-9819, or from the Company’s website, www.jonesgroupinc.com.

Certain Information Concerning Participants

The Company and its directors and officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed acquisition transaction.  Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2013 Annual Meeting of Shareholders, which was filed with the SEC on May 15, 2013.  Shareholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.  Investors should read the proxy statement carefully when it becomes available before making any voting or investment decisions.

EX-99.2

Exhibit 99.2

To our Customers and valued Business Partners

As per the attached press release, on December 19, 2013, we entered into a definitive agreement under which Sycamore Partners will acquire The Jones Group for $15 per share in cash.  The transaction is currently expected to close in the second quarter of 2014 at which time we will become a privately held company.  It remains business as usual at The Jones Group. Your day-to-day contacts will remain the same and we will continue to deliver the same high-quality, exceptional products customers have come to expect from us.

Our Board of Directors believes that this sale delivers immediate and compelling value to our shareholders and is a positive move for all of our stakeholders, including our valued customers and business partners.

Sycamore Partners is a private equity firm based in New York specializing in consumer and retail investments.  The firm has more than $1 billion in capital under management.  The founders of Sycamore Partners have a long history of partnering with management teams to improve the operating profitability and strategic value of their businesses.  They work with companies they believe have strong growth potential and they provide the capital and outside expertise they need to succeed.

They have spent substantial time in due diligence learning about our company and its operations before finalizing the purchase.  They also believe that as a private company we will have the flexibility to grow our brands and reach our true potential more efficiently and more quickly.  We believe they will provide the capital structure and resources to allow us to continue to grow and prosper.

As Sycamore Partners works with our management team, we will continue in our efforts to become more efficient and improve the Company’s profitability.  We look forward to the continuation of our existing relationships.

Please don’t hesitate to call me or others in senior management with any questions or concerns.

Best regards,

/s/ Wesley R. Card

Wesley R. Card

Chief Executive Officer

EX-99.3

Exhibit 99.3

To All Associates:

Earlier today we announced that we entered into a definitive agreement under which Sycamore Partners will acquire The Jones Group for $15 per share in cash.  The transaction is currently expected to close in the second quarter of 2014 at which time we will become a privately held company.  The press release we issued today is attached.

This announcement marks an important milestone in The Jones Group’s history.  In addition to delivering immediate and compelling value to our shareholders, we believe that this sale is a positive move for all of our stakeholders, including our valued associates, customers and business partners.  Since our founding, nearly 45 years ago, The Jones Group has expanded into a global portfolio of brands with iconic status.

Sycamore Partners is a private equity firm based in New York specializing in consumer and retail investments with more than $1 billion in capital under management.  The founders of Sycamore Partners have a long history of partnering with management teams to improve the operating profitability and strategic value of their businesses.  They work with companies they believe have strong growth potential – like The Jones Group – and they provide the capital and outside expertise these companies need to succeed. Sycamore Partners has become very knowledgeable about our company and operations and recognize our portfolio of powerful brands and the many accomplishments of our associates.  As a private company, we expect to have the flexibility to grow our brands and reach our true potential more efficiently and more quickly.  We believe that Sycamore Partners will provide the resources to allow us to continue to prosper.  Furthermore, as Sycamore Partners works with our management team, we will continue in our efforts to improve the Company’s profitability.

Importantly, today’s announcement will have no impact on your day to day responsibilities – it remains business as usual at The Jones Group.  We will continue our efforts to deliver the same high-quality, exceptional products our customers have come to expect from us.  As with any transaction of this sort, there are steps that still need to be taken before the deal is finalized.

We understand that you will have many questions about what this announcement means for you and we remain dedicated to keeping you informed as best we can.  Attached is a list of frequently asked questions.  As always, please contact your Manager or Human Resources department with any other questions.

It is likely that this transaction will continue to generate interest from the media and other third parties, and it is important for The Jones Group to continue to speak with one voice.  Consistent with our communications policy, please immediately forward any inquiries you may receive to John McClain at 212-703-9189 or JMcClain@jny.com.

We are counting on your continued dedication and excellent work as we move forward into 2014.

Best regards,

/s/ Wesley R. Card

Wesley R. Card

Chief Executive Officer

Cautionary Statement Regarding Forward-Looking Statements

Statements about the expected timing, completion and effects of the proposed merger, and all other statements made in this communication that are not historical facts are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  In some cases, these forward-looking statements may be identified by the use of words such as “may”, “will”, “expect”, “plan”, “anticipate”, “believe”, or “project”, or the negative of those words or other comparable words.  Any forward-looking statements included in this communication are made as of the date hereof only, based on information available to the Company as of the date hereof, and subject to applicable law to the contrary, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company’s actual results to differ materially from those suggested by the projected results in such forward-looking statements.  Such risks and uncertainties include, among others:  any conditions imposed on the parties in connection with the consummation of the transactions described herein; approval of the merger by the Company’s shareholders (or the failure to obtain such approval); the ability to obtain regulatory approvals of the merger and the other transactions contemplated by the merger agreement on the proposed terms and schedule; the Company’s ability to maintain relationships with customers, employees or suppliers following the announcement of the merger agreement and the transactions contemplated thereby; the ability of third parties to fulfill their obligations relating to the proposed transactions, including providing financing under current financial market conditions; the ability of the parties to satisfy the conditions to closing of the proposed transactions; the risk that the merger and the other transactions contemplated by the merger agreement may not be completed in the time frame expected by the parties or at all; and the risks that are described from time to time in the Company’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including the Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 22, 2013, in other of the Company’s filings with the SEC from time to time, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and on general industry and economic conditions.

The Company believes these forward-looking statements are reasonable; however, you should not place undue reliance on forward-looking statements, which are based on current expectations.  Any or all of the Company’s forward-looking statements may turn out to be wrong.  They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond the Company’s control.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company.  In connection with the proposed merger, the Company intends to file relevant materials with the SEC, including the Company’s proxy statement in preliminary and definitive form.  BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S SHAREHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.  The Company’s shareholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov.  The Company’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to The Jones Group Inc. Investor Relations at 1411 Broadway, New York, NY 10018, telephone number (212) 703-9819, or from the Company’s website, www.jonesgroupinc.com.

Certain Information Concerning Participants

The Company and its directors and officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed merger.  Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2013 Annual Meeting of Shareholders, which was filed with the SEC on May 15, 2013.  Shareholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.  Investors should read the proxy statement carefully when it becomes available before making any voting or investment decisions.

EX-99.4

Exhibit 99.4

Frequently Asked Questions

On December 19, 2013, we entered into a definitive agreement under which Sycamore Partners will acquire The Jones Group for $15 per share in cash.  The transaction is currently expected to close in the second quarter of 2014 at which time The Jones Group will become a privately held company.  It remains business as usual at The Jones Group.  All of us should remain focused on delivering the high-quality, exceptional products our customers have come to expect from us.

Who is Sycamore Partners?

Sycamore Partners is a private equity firm based in New York specializing in consumer and retail investments.  The firm has more than $1 billion in capital under management.  The founders of Sycamore Partners have a long history of partnering with management teams to improve the operating profitability and strategic value of their businesses.  They work with companies they believe have strong growth potential and they provide the capital and outside expertise they need to succeed.

Why was the Jones Group sold?

Our Board of Directors believes that this sale delivers immediate and compelling value to our shareholders and is a positive move for all of our stakeholders.  As a private company, we believe we will have the flexibility to help our brands reach their true potential.

What do the new owners know about Jones?

Sycamore Partners specializes in consumer and retail companies.  Through this process, Sycamore Partners has become very knowledgeable about our company and operations.  They believe we have an outstanding portfolio of brands and recognize the many accomplishments of our associates.  They also believe that as a private company we will have the flexibility to grow our brands and reach our true potential more efficiently and more quickly.

Will the Company change its name?  What will the name of the company (companies) be?

There are no announced plans to change the name of the Company at this time.

Will there be a restructure that involves layoffs:  if so, when will we know?

It is premature to speculate on this.  Sycamore Partners will work with our management team and we will continue in our efforts to become more efficient and improve the Company’s profitability.  We are always looking at ways to restructure and become more efficient, as well as continue to deliver exceptional products.

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Will the new owners completely shut down any of our locations / distribution centers?

We are not aware of any shut down plans at this time.  We will be assessing our locations and needs as always, and will implement our operational strategies going forward.

What if I don’t want to work for the new company?  Will I be eligible for severance?

You are an associate at will, and you may choose to leave at any time without severance or other termination benefits.

Associates who are terminated are eligible for severance in accordance with the terms of our current severance plan.  Associates with a current associate contract who choose to voluntarily leave will be held to the terms of their contract.

If I have an employment agreement, will the new company honor the employment agreement?

Yes, existing employment contracts will be honored.

How long will the new company honor our current severance plan?

The new company will offer our current severance plan for at least 12 months after the sale’s closing.

Will my salary / benefits stay the same with the new company?

We expect employee benefit and severance plans to remain unchanged for at least 12 months after the sale closing.  In addition, salaries will not be reduced for that same 12 month period.

What happens to the Jones Group Deferred Compensation Plan in the event of a change in control?

The assets in our deferred compensation are protected by a fully funded Rabbi Trust.  The acquiring company may choose to keep the plan in place or to terminate, suspend or amend the plan.  In the event of a plan termination participants will be paid out in accordance with the requirements of the applicable Treasury Regulations.  No amendment, termination or suspension of the plan will affect a Participant’s right to receive amounts previously deferred under the plan.

Will we still get raises in 2014?

We will continue to award salary increases in accordance with our normal practices.

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Will we get bonuses for 2013?

We will pay bonuses in accordance with our normal practices under the various bonus plans in place.  In fact, many bonuses have already been paid.

Will my length of service/hire date be grandfathered?

Associates’ length of service will be grandfathered.

What happens to my stock?

Unvested restricted shares will be vested and paid through payroll, subject to normal withholding taxes, at $15 per share.  JNY shares owned outright in a brokerage account will be redeemed at $15 per share.  Instructions on how to do this will be forthcoming prior to the deal closing.

What do I do if I am contacted by media? Shareholders? Other third parties?

It is important that the company continues to speak with one voice.  Any inquiries – media, investor or otherwise – should be forwarded to John McClain at 212-703-9189 or JMcClain@jny.com.

Are customers being informed of this transaction?  What should I tell customers?

We value our customer and business partner relationships and are communicating with these important stakeholder groups, just as we are communicating with associates.  You should communicate to customers that it is business as usual at The Jones Group and all of us remain focused on delivering the high-quality, exceptional products our customers have come to expect from us.

Our Board of Directors believes that this transaction is a positive move for all of our stakeholders.  As a private company, we believe we will have the flexibility to help our brands reach their true potential.

Cautionary Statement Regarding Forward-Looking Statements

Statements about the expected timing, completion and effects of the proposed merger, and all other statements made in this communication that are not historical facts are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  In some cases, these forward-looking statements may be identified by the use of words such as “may”, “will”, “expect”, “plan”, “anticipate”, “believe”, or “project”, or the negative of those words or other comparable words.  Any forward-looking statements included in this communication are made as of the date hereof only, based on information available to the Company as of the date hereof, and subject to applicable law to the contrary, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company’s actual results to differ materially from those suggested by the projected results in such forward-looking statements.  Such risks and uncertainties include, among others:  any conditions imposed on the parties in connection with the consummation of the transactions described herein; approval of the merger by the Company’s shareholders (or the failure to obtain such approval); the ability to obtain regulatory approvals of the merger and the other transactions contemplated by the merger agreement on the proposed terms and schedule; the Company’s ability to maintain relationships with customers, employees or suppliers following the announcement of the merger agreement and the transactions contemplated thereby; the ability of third parties to fulfill their obligations relating to the proposed transactions, including providing financing under current financial market conditions; the ability of the parties to satisfy the conditions to closing of the proposed transactions; the risk that the merger and the other transactions contemplated by the merger agreement may not be completed in the time frame expected by the parties or at all; and the risks that are described from time to time in the Company’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including the Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 22, 2013, in other of the Company’s filings with the SEC from time to time, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and on general industry and economic conditions.

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The Company believes these forward-looking statements are reasonable; however, you should not place undue reliance on forward-looking statements, which are based on current expectations.  Any or all of the Company’s forward-looking statements may turn out to be wrong.  They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond the Company’s control.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company.  In connection with the proposed merger, the Company intends to file relevant materials with the SEC, including the Company’s proxy statement in preliminary and definitive form.  BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S SHAREHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.  The Company’s shareholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov.  The Company’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to The Jones Group Inc. Investor Relations at 1411 Broadway, New York, NY 10018, telephone number (212) 703-9819, or from the Company’s website, www.jonesgroupinc.com.

Certain Information Concerning Participants

The Company and its directors and officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed merger.  Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2013 Annual Meeting of Shareholders, which was filed with the SEC on May 15, 2013.  Shareholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.  Investors should read the proxy statement carefully when it becomes available before making any voting or investment decisions.

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