<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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): OCTOBER 2, 1998
JONES APPAREL GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
PENNSYLVANIA 06-0935166
(STATE OR OTHER JURISDICTION 1-10746 (IRS EMPLOYER
OF INCORPORATION (COMMISSION FILE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
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 FROM LAST REPORT)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITIONS OF ASSETS
On October 2, 1998, Jones Apparel Group, Inc., a Pennsylvania corporation
(the "Company" or "Jones"), consummated its acquisition (the "Acquisition") of
Sun Apparel, Inc., a Texas corporation ("Sun"), pursuant to an Agreement and
Plan of Merger, entered into and announced on September 10, 1998 (the "Merger
Agreement"), by and among the Company, Sun, the shareholders of Sun (the
"Shareholders") and SAI Acquisition Corp., a wholly-owned subsidiary of Jones
("SAI"). Pursuant to the Merger Agreement, Sun has merged into SAI (which has
changed its name to Sun Apparel, Inc.), thus becoming a wholly-owned subsidiary
of Jones.
A copy of the Press Release, dated October 2, 1998, issued by the Company
relating to the consummation of the Acquisition, is attached as Exhibit 99.1
hereto and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
The following exhibit is filed with this Current Report:
99.1 Press Release dated October 2, 1998, announcing the consummation of
the Merger Agreement.
2
<PAGE> 3
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
October 2, 1998
3
<PAGE> 1
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
JONES APPAREL GROUP, INC.
Contacts: Wesley R. Card, Chief Financial Officer
Anita Britt, Director of Investor Relations and Financial Planning
(215) 785-4000
JONES APPAREL GROUP COMPLETES ACQUISITION OF SUN APPAREL
NEW YORK, NEW YORK -- October 2, 1998 -- Jones Apparel Group, Inc. ("Jones")
(NYSE-JNY) announced today that it has completed its previously announced
acquisition of Sun Apparel, Inc. ("Sun").
Jones purchased the equity of Sun for $216.6 million, comprised of $137.8
million in cash and 4.4 million shares of Jones common stock, valued for
financial reporting purposes at $18.00 per share as of September 10, 1998, the
date the definitive merger agreement was signed.
Jones has also assumed Sun debt of $228.5 million, which has been refinanced in
conjunction with the closing of the transaction.
The Company announced the closing of $265 million of senior notes due 2001, and
a $550 million bank credit facility to finance the acquisition and the
Company's working capital, general corporate and trade letter of credit
requirements.
The Company also announced the appointment of Eric A. Rothfield, President and
CEO of Sun, and Mark Schwartz, President and CEO of Palladin Capital Group,
Inc., to the Board of Directors.
Jones Apparel Group, Inc. is a leading designer and marketer of better priced
women's sportswear, suits and dresses. The Company markets its products under
several nationally known brands including Jones New York, Evan-Picone, Rena
Rowan, Saville, and the Lauren by Ralph Lauren and Ralph by Ralph Lauren brands
licensed from Polo Ralph Lauren.
Sun Apparel, Inc. is a designer, manufacturer and distributor of jeanswear,
sportswear and related apparel for men, women and children. Sun markets
products under the Polo Jeans Company brand, licensed from Polo Ralph Lauren,
as well as other owned, licensed and private label brand.
# # #
