-----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, Tf76ohX+GYvgsp13EuEKiX5pDnGyZHcQG3B3CyT8pn1GkrrPG+J/s9xgvWmWHmRO SN3A8w4ARcByAFOaw54b0g== 0000950157-99-000245.txt : 19990514 0000950157-99-000245.hdr.sgml : 19990514 ACCESSION NUMBER: 0000950157-99-000245 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990407 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JONES APPAREL GROUP INC CENTRAL INDEX KEY: 0000874016 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 060935166 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10746 FILM NUMBER: 99620260 BUSINESS ADDRESS: STREET 1: 250 RITTENHOUSE CIRCLE STREET 2: KEYSTONE PK CITY: BRISTOL STATE: PA ZIP: 19007 BUSINESS PHONE: 2157854000 MAIL ADDRESS: STREET 1: 250 RITTENHOUSE CIRCLE CITY: BRISTOL STATE: PA ZIP: 19007 8-K 1 CURRENT REPORT =========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 7, 1999 Jones Apparel Group, Inc. (Exact name of registrant as specified in its charter) ----------------- PENNSYLVANIA 06-0935166 (State or other 1-10746 (IRS Employer jurisdiction (Commission File Number) Identification Number) of incorporation) 250 RITTENHOUSE CIRCLE BRISTOL, PA 19007 (Address of principal executive offices and Zip Code) Registrant's telephone number, including area code: (215) 785-4000 Not applicable (Former name or former address, if changed since last report) =========================================================================== 2 Item 5. Other Events. On April 7, 1999, Jones Apparel Group, Inc. (the "Company") filed a Registration Statement on Form S-4 (as amended and supplemented from time to time, the "Exchange Offer Registration Statement"), relating to the proposed issuance of up to 24,426,396 shares of the Company's common stock, par value $.01 per share ("Common Stock"), to be issued in connection with the proposed acquisition by the Company of Nine West Group Inc. ("Nine West"), pursuant to the Agreement and Plan of Merger dated as of March 1, 1999, by and among the Company, Jill Acquisition Sub Inc. and Nine West. The proxy statement/prospectus (as amended and supplemented from time to time, the "Proxy/Prospectus") that is a part of the Exchange Offer Registration Statement contains certain historical data of Nine West and certain unaudited pro forma consolidated financial statements that give effect to the acquisition of Nine West by the Company under the purchase method of accounting. Exhibit 99.1 contains certain audited consolidated financial statements of Nine West at January 30, 1999, January 31, 1998, and for each of the three years in the period ended January 30, 1999 (collectively, "Nine West's Historical Financial Statements"). Nine West's Historical Financial Statements are hereby incorporated by reference. Exhibit 99.2 contains certain unaudited pro forma consolidated financial statements, at or for the year ended December 31, 1998, which give effect to the acquisition of Nine West by the Company under the purchase method of accounting (collectively, the "Pro Forma Annual Financial Statements"). The Pro Forma Annual Financial Statements are hereby incorporated by reference. 3 Item 7. Financial Statements and Exhibits. (c) Exhibits Exhibit 99.1 Audited consolidated financial statements of Nine West at January 30, 1999, January 31, 1998, and for each of the three years in the period ended January 30, 1999, incorporated by reference to the Company's Registration Statement on Form S-4/A (Registration Statement No. 333-75867), filed on May 12, 1999 Exhibit 99.2 Unaudited pro forma consolidated financial statements, at or for the year ended December 31, 1998, which give effect to the acquisition of Nine West by the Company under the purchase method of accounting, incorporated by reference to the Company's Registration Statement on Form S-4/A (Registration Statement No. 333-75867), filed on May 12, 1999 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. JONES APPAREL GROUP, INC., Registrant By: /s/ Wesley R. Card ---------------------------- Wesley R. Card Chief Financial Officer May 13, 1999 5 EXHIBIT LIST Exhibit 99.1 Audited consolidated financial statements of Nine West at January 30, 1999, January 31, 1998, and for each of the three years in the period ended January 30, 1999, incorporated by reference to the Company's Registration Statement on Form S-4/A (Registration Statement No. 333-75867), filed on May 12, 1999 Exhibit 99.2 Unaudited pro forma consolidated financial statements, at or for the year ended December 31, 1998, which give effect to the acquisition of Nine West by the Company under the purchase method of accounting, incorporated by reference to the Company's Registration Statement on Form S-4/A (Registration Statement No. 333-75867), filed on May 12, 1999 -----END PRIVACY-ENHANCED MESSAGE-----