As Filed with the Securities and Exchange Commission on June 16, 1999
Registration No. 333-75867
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Post-Effective Amendment No. 1
on Form S-8
to
Form S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
JONES APPAREL GROUP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 06-0935166
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
250 Rittenhouse Circle
Bristol, Pennsylvania 19007
(Address of Principal Executive Offices)
Second Amended and Restated Stock Option Plan of Nine West Group Inc.
Nine West Group Inc. First Amended and Restated 1994 Long-Term Performance Plan
Nine West Group Inc. 1993 Directors' Stock Option Plan
IRA M. DANSKY, ESQ.
Jones Apparel Group, Inc.
1411 Broadway
New York, New York 10018
(212) 536-9526
(Name, address and telephone number, including area code, of agent for service)
----------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
maximum maximum
offering price aggregate
Title of Amount to per offering Amount of
securities to be registered be registered(1) share price registration fee
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share.. 902,000 shares (2) (2) (2)
===================================================================================================================
</TABLE>
(1) This Post-Effective Amendment No. 1 on Form S-8 to Form S-4 covers shares
of Jones Apparel Group, Inc. common stock, par value $0.01 per share,
originally registered on the Registration Statement on Form S-4 to which
this Amendment relates.
(2) Not applicable. All filing fees payable in connection with the
registration of these securities were paid in connection with the filing of
preliminary proxy materials on April 2, 1999 and the filings of the
Registration Statement on Form S-4 on April 7, 1999 and May 12, 1999, to
register 24,426,396 shares of Jones Apparel Group, Inc. common stock, par
value $0.01 per share, issuable to stockholders of Nine West Group Inc.,
including the 902,000 shares which may be issued pursuant to the Plans
referred to above. See "Introductory Statement".
=============================================================================
<PAGE>
INTRODUCTORY STATEMENT
Jones Apparel Group, Inc. ("Jones" or the "registrant") hereby
amends its Registration Statement on Form S-4 (No. 333-75867) (the "Form S-4")
by filing this Post-Effective Amendment No. 1 on Form S-8 to Form S-4 (the
"Post-Effective Amendment" or the "Registration Statement") relating to the
sale of up to 902,000 shares of common stock, par value $0.01 per share, of
Jones ("Jones Common Stock") issuable in connection with options, shares or
rights to acquire shares, granted under the Second Amended and Restated Stock
Option Plan of Nine West Group Inc., the Nine West Group Inc. First Amended
and Restated 1994 Long-Term Performance Plan and the Nine West Group Inc. 1993
Directors' Stock Option Plan (collectively, the "Plans").
On June 15, 1999, Jones and Nine West Group Inc., a Delaware
corporation ("Nine West"), consummated a merger (the "Merger") whereby Nine
West merged with and into a wholly owned subsidiary of Jones 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 became a wholly owned subsidiary of
Jones. Pursuant to the Merger and the other transactions contemplated by the
Merger Agreement, each share of Nine West common stock (other than shares
owned by Jones or Nine West or their subsidiaries), par value $0.01 per share
("Nine West Common Stock"), was converted into the right to receive 0.5011 of
a share of Jones Common Stock and $13.00 in cash.
In addition, each outstanding option granted pursuant to the Plans
will no longer be settled in shares of Nine West Common Stock, but instead
will be settled on the same terms and conditions as were applicable
immediately prior to consummation of the Merger in that number of shares of
Jones Common Stock (rounded down to the nearest share) equal to the product of
(x) the number of shares of Nine West Common Stock which would have been
delivered pursuant to such stock-based award and (y) 0.5011. The exercise
price for each option to acquire a share of Jones Common Stock shall be equal
to (x) the original exercise price of such option less the cash portion of the
consideration paid in exchange for each share of Nine West Common Stock
($13.00) (y) multipled by one divided by the exchange ratio (1/0.5011). With
respect to each such option having the same exercise price, the number of any
fractional shares of Jones Common Stock shall be aggregated together to create
whole shares of Jones Common Stock, and the per share exercise price of each
option will be appropriately adjusted. Each outstanding option will otherwise
be exercisable upon the same terms and conditions as were applicable
immediately prior to the Merger.
The Post-Effective Amendment relates to the offer and sale after the
Merger of common stock pursuant to the Plans.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Jones hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission:
(a) Jones' Annual Report on Form 10-K for the year ended December
31, 1998;
(b) Jones' Quarterly Report on Form 10-Q for the quarter ended
April 4, 1999;
(c) Jones' Current Reports on Form 8-K filed January 22, 1999,
January 25, 1999, March 3, 1999, May 13, 1999 and June 15,
1999; and
(d) Jones' Registration Statement on Form 8-A filed under Section
12 of the Exchange Act on April 19, 1991, including any
amendment or report filed with the Securities and Exchange
Commission for the purpose of updating such description, in
which there is described the terms, rights and provisions
applicable to Jones' outstanding Common Stock.
All documents subsequently filed by Jones pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to the Form
S-4 which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Jones common stock being offered hereby has been
passed upon by Ira M. Dansky, Esq., General Counsel of Jones. As of June 16,
1999, Mr. Dansky beneficially owned 8,226 shares of common stock, and options
to purchase 140,000 shares of Jones common stock.
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Pennsylvania Business Corporation Law of 1988 (the "Pennsylvania
Business Corporation Law") provides that a corporation may provide in its
by-laws that a director is not personally liable for monetary damages for any
action taken unless (1) the director has breached or failed to perform the
duties of his or her office and the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness, (2) the responsibility or
liability arises under any criminal statute or (3) the liability is for the
payment of taxes under Federal, State or local law.
Section 8.1 of the Jones by-laws provides that a director shall not
be personally liable for monetary damages for any action taken or failed to be
taken, other than as expressly provided in the Pennsylvania Business Corporate
Law. Furthermore, Section 8.2 of the Jones by-laws provides that Jones shall
indemnify each officer and director to the full extent permitted by the
Pennsylvania Business Corporation Law, and shall pay and advance expenses for
any matters covered by such indemnification.
Section 1741 of the Pennsylvania Business Corporation Law provides
that a corporation shall have the power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he or she is or was a representative of the
corporation, or is or was serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
the action or proceeding if he or she acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination
of any action or proceeding by judgment, order, settlement or conviction or
upon a plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner that he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal proceeding, had reasonable
cause to believe that his or her conduct was unlawful.
Section 1742 of the Pennsylvania Business Corporation Law provides
that a corporation shall have the power to indemnify any person who was or is
a party, or is threatened to be made a party, to any threatened, pending or
completed action by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he or she is or was a representative
of the corporation or is or was serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him
or her in connection with the defense or settlement of the action if he or she
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the corporation. Indemnification shall
not be made under Section 1742 in respect of any claim, issue or matter as to
which the person has been adjudged to be liable to the corporation unless and
only to the extent that the court of common pleas of the judicial
<PAGE>
district embracing the county in which the registered office of the
corporation is located or the court in which the action was brought determines
upon application, that, despite the adjudication of liability but in view of
all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for the expenses that the court of common pleas or other
court deems proper.
Jones has in effect insurance policies in the amount of $45 million
for general officers' and directors' liability insurance and $10 million for
fiduciary liability insurance covering all of Jones' directors and officers in
certain instances where by law they may not be indemnified by Jones.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Exhibit Index following the signature pages for a list
of Exhibits to this Post-Effective Amendment.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the maximum aggregate offering price may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) under the
Securities Act, if in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective Registration
Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the Registration Statement is on Form S-8 or Form S-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13
<PAGE>
or section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing this Post-Effective Amendment No. 1 on Form
S-8 to the Form S-4 Registration Statement and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
June 16, 1999.
JONES APPAREL GROUP, INC.
By: /s/ Wesley R. Card
---------------------------
Name: Wesley R. Card
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 on Form S-8 to the Form S-4 Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
* Chairman and Director June 16, 1999
- ------------------------- (Chief Executive Officer)
Sidney Kimmel
* President and Director June 16, 1999
- -------------------------
Jackwyn Nemerov
/s/ Wesley R. Card
- ------------------------- Chief Financial Officer June 16, 1999
Wesley R. Card (Principal Financial Officer)
Vice President and Corporate June 16, 1999
* Controller (Principal Accounting
- ------------------------- Officer)
Patrick M. Farrell
* Executive Vice President, June 16, 1999
- ------------------------- Marketing and Director
Irwin Samelman
* Director June 16, 1999
- -------------------------
Geraldine Stutz
<PAGE>
*
- ------------------------- Director June 16, 1999
Howard Gittis
* Director June 16, 1999
- -------------------------
Eric A. Rothfeld
* Director June 16, 1999
- -------------------------
Mark J. Schwartz
*By: /s/ Wesley R. Card
---------------------
Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 Specimen certificate of Jones common stock, par value $0.01
(incorporated by reference to Exhibit 4.1 to Jones' Registration
Statement on Form S-3, filed October 28, 1998, Registration No.
333-66223).
4.2 Registration Rights Agreement dated September 10, 1998, by and
among Jones and the stockholders of Sun Apparel, Inc.
(incorporated by reference to Exhibit 4.1 to Jones' Current
Report on Form 8-K, filed September 24, 1998).
4.3 Exchange and Registration Rights Agreement dated October 2,
1998, by and among Jones, Chase Securities Inc., Merrill Lynch,
Pierce Fenner & Smith Incorporated and Bear, Stearns & Co., Inc.
(incorporated by reference to Exhibit 4.1 to Jones' Registration
Statement on Form S-4, filed December 9, 1998, Registration No.
333-68587).
4.4 Indenture dated as of October 2, 1998, by and between Jones and
The Chase Manhattan Bank, as trustee (incorporated by reference
to Jones' Registration Statement on Form S-3, filed October 28,
1998, Registration No. 333-66223).
4.5 Supplemental Indenture dated as of January 1, 1999, by and
between Jones, Jones Apparel Group Holdings, Inc., Jones Apparel
Group USA, Inc. and The Chase Manhattan Bank, as trustee
(incorporated by reference to Exhibit 4.3 to Jones' Registration
Statement on Form S-4, filed January 25, 1999, Registration No.
333-68587).
5.1* Opinion of Ira M. Dansky, General Counsel of Jones, regarding
the legality of the securities being registered.
5.2* Opinion of Mesirov Gilman Jaffe Cramer & Jamieson, LLP,
Pennsylvania counsel to Jones, regarding the legality of the
securities being registered.
23.1* Consent of Ira M. Dansky, Esq., General Counsel of Jones
(included as part of Exhibit 5.1 to this Registration
Statement).
23.2* Consent of BDO Seidman, LLP.
23.3* Consent of Mesirov Gelman Jaffe Cramer & Jamieson, LLP (included
as part of Exhibit 5.2 to this Registration Statement).
24.1 Power of Attorney (included on the signature page of the
original Registration Statement).
* Filed herewith.
Exhibit 5.1
Jones Apparel Group, Inc.
June 16, 1999
Page 1
June 16, 1999
Board of Directors of
Jones Apparel Group, Inc.
250 Rittenhouse Circle
Bristol, Pennsylvania 19007
Ladies and Gentlemen:
I have acted as counsel for Jones Apparel Group, Inc., a
Pennsylvania corporation ("Jones"), in connection with the preparation of a
Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on
Form S-4 (the "Registration Statement") which is being filed on the date
hereof by Jones with the Securities and Exchange Commission under the
Securities Act of 1933 (the "Act"). The Registration Statement relates to
the proposed issuance by Jones of up to 902,000 shares (the "Shares") of
its common stock, par value $0.01 per share, pursuant to the Second Amended
and Restated Stock Option Plan of Nine West Group Inc., the Nine West Group
Inc. First Amended and Restated 1994 Long-Term Performance Plan and the
Nine West Group Inc. 1993 Directors' Stock Option Plan (collectively, the
"Plans"). Jones filed the Registration Statement on April 7, 1999 and May
12, 1999, in order to register shares of Jones Common Stock, in connection
with the Agreement and Plan of Merger (the "Merger Agreement") dated as of
March 1, 1999 among Jones, Jill Acquisition Sub Inc., a Delaware
corporation that is a wholly owned subsidiary of Jones ("Merger Sub"), and
Nine West Group Inc., a Delaware corporation ("Nine West"). The Merger
Agreement provided for the merger (the "Merger") of Nine West with and into
Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of
Jones. The Merger was consummated on June 15, 1999 and, as a result of the
Merger, Nine West became a wholly owned subsidiary of Jones.
In that connection, I have examined originals, or copies
certified or otherwise identified to my satisfaction, of such documents,
corporate records and other instruments as I have deemed necessary or
appropriate for the purposes of this opinion, including: (a) the
Registration Statement, (b) the Plans and (c) the proxy
statement/prospectus that forms a part of the Registration Statement. In
such examination, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as copies. In examining
agreements executed by parties other than Jones and Merger Sub, I have
assumed that such parties had the power, corporate or other, to enter
<PAGE>
Jones Apparel Group, Inc.
June 16, 1999
Page 2
into and perform all obligations thereunder and also have assumed the due
authorization by all requisite action, corporate or other, and execution
and delivery by such parties of such documents, and the validity and
binding effect thereof. As to any facts material to the opinion expressed
herein which I have not independently verified or established, I have
relied upon statements and representations of officers and representatives
of Jones and others.
Based on such examination, I am of the opinion that the Shares
have been duly authorized for issuance and, when issued in accordance with
the terms and conditions of the Merger Agreement, will be validly issued,
fully paid and non-assessable.
I am admitted to practice in the State of New York, and I express
no opinion as to any matters governed by any law other than the law of the
State of New York and the Federal law of the United States of America.
In rendering this opinion, I have relied upon the opinion dated
June 16, 1999, of Mesirov Gelman Jaffe Cramer & Jamieson, LLP, a copy of
which appears as Exhibit 5.2 to the Registration Statement, as to all
matters of law covered therein relating to the laws of the Commonwealth of
Pennsylvania and the General Corporation Law of the State of Delaware.
I hereby consent to the inclusion of this opinion as an exhibit
to the Registration Statement and to the reference to me under the heading
"Legal Matters" in the proxy statement/prospectus that forms a part of the
Registration Statement. In giving such consent, I do not hereby admit that
I am in the category of persons whose consent is required under Section 7
of the Act.
Very truly yours,
/s/ Ira M. Dansky
--------------------------
Ira M. Dansky
General Counsel
Jones Apparel Group, Inc.
Exhibit 5.2
June 16, 1999
Ira M. Dansky, Esq.
Jones Apparel Group, Inc.
1411 Broadway
New York, NY 10018
Re: Jones Apparel Group, Inc. Post-Effective
Amendment No. 1 on Form S-8 to Registration
Statement on Form S-4
Dear Mr. Dansky:
As special Pennsylvania counsel to Jones Apparel Group,
Inc., a Pennsylvania corporation (the "Company"), we have been
requested to render this opinion in connection with the Company's
Post-Effective Amendment No. 1 on Form S-8 to Registration Statement
Form S-4 (the "Registration Statement"), which is being filed with the
Securities and Exchange Commission (the "SEC") on June 16, 1999, under
the Securities Act of 1933 (the "Act").
The Registration Statement amends the Company's Registration
Statement on Form S-4 (No. 333-75867) relating to the proposed
issuance by Jones of up to 902,000 shares (the "Shares") of its common
stock, par value $0.01 per share, pursuant to the Second Amended and
Restated Stock Option Plan of Nine West Group Inc., Nine West Group
Inc. First Amended and Restated 1994 Long-Term Performance Plan, and
Nine West Group Inc. 1993 Directors' Stock Option Plan (collectively,
the "Plans").
On June 15, 1999, Jones and Nine West Group Inc., a Delaware
corporation ("Nine West"), consummated a merger (the "Merger") whereby
Nine West merged with and into a wholly owned subsidiary of Jones
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 became
a wholly owned subsidiary of Jones.
For purposes of this opinion we have examined the
Registration Statement; the Plans; the Subsistence Certificate dated
May 20, 1999 issued by the Secretary of the Commonwealth of
Pennsylvania with respect to the Company (the "Subsistence
Certificate"); the resolutions adopted by the Board of Directors of
the Company dated March 1, 1999; and such other documents as we deem
necessary for the purpose of rendering this opinion. With respect to
the foregoing documents, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to
<PAGE>
us as originals and the conformity to originals of all documents
submitted to us as certified or reproduce copies.
As special Pennsylvania counsel to the Company, we are not
necessarily familiar with all of the Company's affairs. As a further
basis for this opinion, we have made such inquiry of the Company as we
have deemed necessary or appropriate for the purpose of rendering this
opinion.
Based on the foregoing, we are of the opinion that the
Company is a corporation duly organized and validly subsisting under
the laws of the Commonwealth of Pennsylvania and that the Shares have
been duly authorized for issuance, and that the Shares which are being
offered and sold by the Company pursuant to the Registration Statement
and the Plans, when sold in the manner and for the consideration
contemplated by the Registration Statement and the Plans, will be
validly issued, fully paid and non-assessable.
We are attorneys admitted to the Bar in Commonwealth of
Pennsylvania, and we express no opinion as to the laws of any
jurisdiction, other than the corporate laws of the State of Delaware
and the United States of America. Our examination of law relevant to
the matters covered by this opinion is limited to Federal law,
Pennsylvania law and Delaware corporate law.
The opinion is given as of the date hereof and is limited to
the facts, circumstances and matters set forth herein and to laws
currently in effect. No opinion may be inferred or is implied beyond
matters expressly set forth herein, and we do not undertake and assume
no obligation to update or supplement this opinion to reflect any
facts or circumstances which may hereafter come to our attention or
any change in law which may hereafter occur.
This opinion is furnished for your benefit only and may not
be used or relied upon by any other person or entity or in connection
with any other transaction without our prior written consent.
We hereby consent to the filing of this opinion as Exhibit
5.2 to the Registration Statement.
Sincerely,
/s/ Mesirov Gelman Jaffe Cramer & Jamieson, LLP
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Jones Apparel Group, Inc.
New York, New York
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-8 of our report
dated February 5, 1999, except as to Note 18, which is as of March 2, 1999,
relating to the consolidated financial statements and schedule of Jones
Apparel Group, Inc. and subsidiaries appearing in the Company's Annual Report
on Form 10-K for the year ended December 31, 1998.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
New York, New York
June 15, 1999
