-----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, RtYG9fpYnG7/RIHU7100xxmYpkhY6cEDhWBZ870+D4LpU+//dXViv88GXjQkygo+ bO0m3ZHPoPCxa1EP4OmwHw== 0000950157-99-000335.txt : 19990616 0000950157-99-000335.hdr.sgml : 19990616 ACCESSION NUMBER: 0000950157-99-000335 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990615 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990615 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: 99646976 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): June 15, 1999 ----------------------------------------------------- Jones Apparel Group, Inc. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 1-10746 06-0935166 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 250 Rittenhouse Circle, Bristol, Pennsylvania 19007 (Address of principal executive offices) (Zip Code) (215) 785-4000 (Registrant's Telephone Number) None (Former Name, or Former Address, if Changed Since Last Report) =========================================================================== 2 Item 2. Acquisition or Disposition of Assets. On June 15, 1999, Jones Apparel Group, Inc., a Pennsylvania corporation ("Jones Apparel"), and Nine West Group Inc., a Delaware corporation ("Nine West"), consummated a merger (the "Merger") whereby Nine West merged with and into a subsidiary of Jones Apparel pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of March 1, 1999. As a result of the Merger, Nine West has become a subsidiary of Jones Apparel. Jones Apparel issued a press release announcing consummation of the Merger on June 15, 1999, a copy of which is attached hereto as Exhibit 99.1. Pursuant to the Merger and the other transactions contemplated by the Merger Agreement, each share of Nine West common stock, par value $0.01 per share, was converted into the right to receive 0.5011 of a share of Jones Apparel common stock and $13.00 in cash. Jones Apparel will issue approximately 17,131,112 shares of Jones Apparel common stock in exchange for the shares of Nine West common stock. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release dated June 15, 1999, announcing the consummation of the Merger. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Jones Apparel Group, Inc. /s/ Wesley R. Card --------------------------- Wesley R. Card Chief Financial Officer Date: June 15, 1999 4 File No. 1-10746 INDEX TO EXHIBITS Exhibit Exhibit 99.1 Press Release dated June 15, 1999, announcing the consummation of the Merger. EX-99.1 2 PRESS RELEASE Exhibit 99.1 JONES APPAREL GROUP, INC. COMPLETES ACQUISITION OF NINE WEST GROUP INC. New York, New York - June 15, 1999 - Jones Apparel Group, Inc. ("Jones" or "Company") (NYSE:JNY) announced today that is has completed its previously announced acquisition of Nine West Group Inc. ("Nine West"). Jones will exchange .5011 of a Jones common share and $13 in cash for each Nine West Group common share. Nine West had approximately 34 million shares outstanding prior to the closing. The Company also announced the closing of $225 million of senior notes due 2006, and $175 million of senior notes due 2004, and the completion of a $700 million 5-year bank revolving credit facility and a $500 million 364-day bank facility. These facilities are being used to finance the acquisition, refinance certain portions of Nine West's outstanding debt, and for the Company's ongoing working capital, general corporate and trade letter of credit requirements. Jones Apparel Group, Inc. (www.jny.com) is a leader in the apparel industry. Jones designs and markets a broad array of products, including sportswear, jeanswear, suits and dresses. Jones markets its products under nationally known brands, including Jones New York, Evan-Picone, Rena Rowan, Todd Oldham and Saville. Licensed brands include Lauren by Ralph Lauren, Ralph by Ralph Lauren and Polo Jeans Company, which are licensed from Polo Ralph Lauren. Nine West Group Inc. is a leading designer, developer, manufacturer and marketer of quality, fashionable women's footwear and accessories. Its internationally recognized brands are marketed in the "bridge" to "moderate" price ranges and include the flagship Nine West label, Amalfi, Bandolino, Luca B. for Calico, cK/Calvin Klein (under license), Easy Spirit, Enzo Angiolini, Evan Picone, 9 & Co., Pappagallo, Selby, Westies, Pied a Terre and the Shoe Studio Group Limited brands. Nine West Group's products are sold to more than 7,000 department, specialty and independent retail stores through approximately 1,100 of its own domestic retail stores and approximately 430 international retail locations. Certain statements herein are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements represent the Company's expectations or beliefs concerning future events that involve risks and uncertainties, including the strength of the economy and the overall level of consumer spending, the performance of the Company's products within the prevailing retail environment, and other factors which are set forth in the Company's 1998 Form 10-K and in all filings with the SEC made by the Company subsequent to the filing of the Form 10-K. The Company does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise. The Company's senior notes referred to above have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. -----END PRIVACY-ENHANCED MESSAGE-----