As filed with the Securities and Exchange Commission on June 3, 1999
Registration Statement No. 333-78105
- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 1
to
FORM S-3
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 of (I.R.S. Employer Identification No.)
incorporation or organization)
---------------------------
250 Rittenhouse Circle
Bristol, PA 19007
(215) 785-4000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
---------------------------
Ira M. Dansky, Esq.
Jones Apparel Group, Inc.
1411 Broadway
New York, NY 10018
(212) 536-9526
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
Copy to:
Philip J. Boeckman, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
---------------------------
Approximate date of commencement of proposed sale to public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans,
please check the following box: |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 (the "Securities Act"), other than
securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: |X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act , please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering: |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act , check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: |_|
If delivery of the prospectus is expected to be made
pursuant to Rule 434 under the Securities Act , please check the
following box. |_|
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
=================================================================================================================================
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Unit<F1> Price<F1> Fee<F2>
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 586,550 $33.6875 $19,759,403 $5,493.11<F3>
=================================================================================================================================
<FN>
(1) Estimated solely for the purposes of computing the registration
fee pursuant to Rule 457(c) under the Securities Act on the basis
of the average of the high and low reported sale prices of the
Registrant's Common Stock on the New York Stock Exchange Inc.
Composite Tape on May 3, 1999.
(2) Calculated by multiplying the aggregate offering amount by
.000278.
(3) Previously paid.
</FN>
</TABLE>
Pursuant to Rule 429 under the Securities Act, the
Prospectus that is a part of this Registration Statement includes all
the information currently required in a prospectus relating to the
securities covered by the Registrant's Registration Statement on Form
S-3, Registration No. 333-66223 (the "Prior Registration Statement").
Such combined prospectus constitutes post-effective Amendment No. 1
to, and will be used in connection with, the Prior Registration
Statement. The number of shares of Common Stock eligible to be sold
under the Prior Registration Statement (3,122,492 as of May 3, 1999)
shall be carried forward to this Registration Statement. Such
post-effective amendment shall become effective concurrently with the
effectiveness of this Registration Statement according to Section 8(a)
of the Securities Act . The amount of the filing fee associated with
such securities that was previously paid with the Prior Registration
Statement is $14,268.62.
---------------------------
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment that specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
<PAGE>
- ------------------------------------------------------------------------------
The information in this Prospectus is not complete and may be changed.
The selling shareholders may not sell these securities until the
registration statement filed with the Securities and Exchange
Commission relating to these securities is effective. This Prospectus
is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is
not permitted.
- ------------------------------------------------------------------------------
PROSPECTUS SUBJECT TO COMPLETION,
June 3, 1999
3,709,042 SHARES
JONES APPAREL GROUP, INC.
COMMON STOCK
------------------------------------
This Prospectus relates to the proposed sale from time to
time of up to an aggregate of 3,709,042 shares of common stock of
Jones Apparel Group, Inc., a Pennsylvania corporation, by certain
selling shareholders. These selling shareholders acquired their Jones
shares in connection with the acquisition by Jones of Sun Apparel
Group, Inc., a Texas corporation, on October 2, 1998.
In connection with such acquisition, we agreed to register
this offering of shares for the benefit of the selling shareholders.
The selling shareholders may sell all or any portion of their
shares of common stock in one or more transactions on the New York
Stock Exchange or in private, negotiated transactions. The selling
shareholders will determine the prices at which they sell their
shares. We will not receive any of the proceeds from the sale of the
shares by the selling shareholders, but we will pay all registration
expenses. The selling shareholders will pay all selling expenses,
including all underwriting discounts and selling commissions.
On June 2, 1999, Jones had 104,950,143 shares of its common stock
outstanding. The common stock is listed on the New York Stock Exchange
under the symbol "JNY." On June 2, 1999, the last reported sale price
of the common stock on the New York Stock Exchange was $30.1875 per
share.
We may amend or supplement this Prospectus from time to time by
filing amendments or supplements as required. You should read this
entire Prospectus and any amendments or supplements carefully before
you make your investment decision.
Our principal executive offices are located at 250 Rittenhouse
Circle, Bristol, Pennsylvania 19007. Our telephone number is (215)
785-4000.
------------------
Please see "Risk Factors" beginning on page 5 for a discussion of
certain factors you should consider before deciding to invest in
shares of Jones common stock.
------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary
is a criminal offense.
------------------
The date of this Prospectus is [ ], 1999.
<PAGE>
TABLE OF CONTENTS
Page
Where You Can Find More Information..................................3
The Company..........................................................4
Special Note Regarding Forward-looking Statements....................4
Risk Factors.........................................................5
Use of Proceeds......................................................9
Selling Shareholders.................................................9
Plan of Distribution................................................10
Description of Capital Stock........................................11
Legal Matters.......................................................11
Experts.............................................................12
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange
Commission ("SEC"). You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York
and Chicago, Illinois. Please call the SEC at 1-800- SEC-0330 for
further information on the public reference rooms. Our SEC filings are
also available to the public at the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" the
information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
Prospectus, and later information filed with the SEC will update and
supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").
o Annual Report on Form 10-K for the year ended December 31, 1998
o Quarterly Report on Form 10-Q for the quarter ended April 4, 1999
o Current Reports on Form 8-K dated September 24, 1998,
October 2, 1998, January 1, 1999, January 13, 1999, March 2, 1999
and April 7, 1999
You may request a copy of these filings, at no cost, by
writing or telephoning us at the following address:
Chief Financial Officer
Jones Apparel Group, Inc.
250 Rittenhouse Circle
Bristol, Pennsylvania 19007
(215) 785-4000
----------------------------
As used in this Prospectus, unless the context requires
otherwise, "we" or "Jones" or the "Company" means Jones Apparel Group,
Inc. and its predecessors and consolidated subsidiaries. Italicized
terms in this Prospectus indicate trademarks or other protected
intellectual property that Jones owns or licenses.
<PAGE>
THE COMPANY
Jones is a leading designer and marketer of better priced
women's sportswear, suits, dresses and jeanswear. Jones markets its
products under several nationally known brands, including Jones New
York, Evan Picone and Rena Rowan, and the Lauren by Ralph Lauren and
Ralph by Ralph Lauren brands licensed from Polo Ralph Lauren. Each
label is differentiated by its own distinctive styling and pricing
strategy. Jones primarily contracts for the manufacture of its
products through a worldwide network of manufacturers.
On October 2, 1998, Jones acquired Sun Apparel, Inc. ("Sun").
Sun is a designer, manufacturer and distributor of jeanswear,
sportswear and related apparel for men, women and children under
various licensed, private label and Sun-owned brands, the most
prominent of which is the Polo Jeans Company brand licensed from Polo
Ralph Lauren. Through its brand marketing and development expertise,
diversified product offerings, manufacturing capabilities and
comprehensive distribution network, Sun reaches a broad range of
consumers.
On March 2, 1999, Jones announced that it had entered into a
definitive agreement to acquire 100% of the common stock of Nine West
Group Inc. ("Nine West") in a merger transaction. Nine West is a
leading designer, developer and marketer of quality, fashionable
footwear and accessories. Nine West markets its products under
internationally recognized brands, including Nine West, Amalfi,
Bandolino, Easy Spirit, Enzo Angiolini and CK/Calvin Klein Shoes and
Bags (under license). In addition, Nine West markets shoes under
Jones' Evan-Picone label under license.
Our principal executive offices are located at 250 Rittenhouse
Circle, Bristol, Pennsylvania 19007. Our telephone number is (215)
785-4000.
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated by reference
contain certain "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 with respect to
financial condition, results of operations, business strategies,
operating efficiencies or synergies, competitive position, growth
opportunities for existing products, plans and objectives of
management, markets for our common stock and other matters. Statements
in this Prospectus that are not historical facts are hereby identified
as "forward- looking statements" for the purpose of the safe harbor
provided by Section 21E of the Exchange Act and Section 27A of the
Securities Act of 1933 (the "Securities Act"). Such forward-looking
statements, including, without limitation, those relating to our
future business prospects, revenues and income, wherever such
forward-looking statements occur in this Prospectus, are necessarily
estimates reflecting the best judgment of our senior management and
involve a number of risks and uncertainties that could cause actual
results to differ materially from those suggested by such
forward-looking statements. You should consider such forward-looking
statements, therefore, in light of various important factors,
including those set forth in this Prospectus. Other important factors
that could cause actual results to differ materially from estimates or
projections contained in the forward-looking statements include,
without limitation:
o changes in the costs of raw materials, labor and
advertising;
o our ability to secure and protect trademarks and
other intellectual property rights;
o our ability to complete the proposed acquisition
of Nine West;
o our ability to integrate the organizations and
operations of Nine West, Sun and any other
acquired business into our existing organization
and operations; and
o the effects of vigorous competition in the markets in which we operate.
<PAGE>
Words such as "estimate," "project," "plan," "intend," "expect,"
"believe" and similar expressions are intended to identify
forward-looking statements. You will find these forward-looking
statements at various places throughout this Prospectus and the
documents incorporated by reference, including, but not limited to,
our Annual Report on Form 10-K for the year ended December 31, 1998,
including any amendments. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of
the date they were made. We do not undertake any obligation to
publicly update or release any revisions to these forward-looking
statements to reflect events or circumstances after the date of this
Prospectus or to reflect the occurrence of unanticipated events.
RISK FACTORS
You should consider carefully all the information included or
incorporated by reference in this Prospectus and, in particular,
should evaluate the following risks before deciding to invest in
shares of our common stock.
We Face Significant Challenges in Integrating Acquired Businesses, Especially
Nine West
On October 2, 1998, we completed our acquisition of Sun, which
was our first significant acquisition of another company. We
anticipate closing the Nine West acquisition in mid-June 1999. Every
acquisition involves certain potential risks, including:
o initial reductions in reported operating results;
o diversion of management's attention;
o unanticipated problems or legal liabilities;
o claims by a person that such acquisition violates the terms of
a material agreement; and
o possible reduction in reported earnings due to amortization of
acquired intangible assets.
In addition to these general risks, integrating the
organizations and operations of Jones and Nine West will present
significant specific challenges. Nine West is primarily a footwear
designer, marketer and retailer while Jones is primarily an apparel
designer and marketer. We have little experience with the footwear
industry or with managing a large retail operation such as Nine
West's. We may not be able to retain certain key personnel from Nine
West who may be important in integrating the two companies.
Integrating Jones and Nine West will be complex and time-consuming.
The failure to successfully integrate Nine West and Jones and to
successfully manage the challenges presented by the integration
process may prevent us from achieving the anticipated potential
benefits of the acquisition.
Some or all the above items could have a material adverse effect
on us. Nine West or any other company which we might acquire in the
future may not achieve sales and profitability levels that justify our
investment. In addition, we can give no assurances that we will close
the Nine West acquisition, which is subject to the satisfaction or
waiver of certain closing conditions set forth in the merger
agreement. Additionally, at any time before or after the effective
time of the merger, Federal authorities or others could take action
under the antitrust laws with respect to the merger. Such action could
prevent us from completing the merger.
The Apparel, Footwear and Accessories Industries are Highly Competitive
Apparel, footwear and accessories companies face competition on
many fronts, including the following:
o establishing and maintaining favorable brand recognition;
o developing products that appeal to consumers;
o pricing products appropriately;
<PAGE>
o providing strong marketing support; and
o obtaining access to retail outlets and sufficient floor space.
There is intense competition in the sectors of the apparel,
footwear and accessories industries in which we and Nine West
participate. We compete with many other manufacturers, some of which
are larger and have greater resources than we do. Any increased
competition could result in reduced sales or prices, or both, which
could have a material adverse effect on us.
Fashion Trends are Constantly Changing
Customer tastes and fashion trends can change rapidly. We may
not be able to anticipate, gauge or respond to such changes in a
timely manner. If we misjudge the market for our products or product
groups, we may be faced with a significant amount of unsold finished
goods inventory, which would have a material adverse effect on us.
The Apparel, Footwear and Accessories Industries are Highly Cyclical
Negative economic trends over which we have no control that
depress the level of consumer spending could have a material adverse
effect on us. Purchases of apparel and related goods often decline
during recessionary periods when disposable income is low. In such an
environment, we may increase the number of promotional sales which
would further adversely affect our profitability.
The Concentration of Our Customers Could Adversely Affect Our Business
Our ten largest customers, principally department stores,
accounted for approximately 62% of sales in 1998. While no single
customer accounted for more than 10% of our net sales, certain of our
customers are under common ownership. Department stores owned by the
following entities accounted for the following percentages of our 1998
sales:
Federated Department Stores, Inc. 16%
May Department Store Company 16%
Remainder of ten largest customers 30%
We believe that purchasing decisions are generally made
independently by individual department stores within a commonly
controlled group. There has been a trend, however, toward more
centralized purchasing decisions. As such decisions become more
centralized, the risk to us of such concentration increases. The loss
of any of our largest customers, or the bankruptcy or material
financial difficulty of any customer or any of the companies listed
above, could have a material adverse effect on us. We do not have
long-term contracts with any of our customers, and sales to customers
generally occur on an order-by-order basis. As a result, customers can
terminate their relationships with us at any time or under certain
circumstances cancel or delay orders.
Significant Portions of Our Sales and Profits Depend on Our License Agreements
with Polo Ralph Lauren Corporation
The termination or non-renewal of our exclusive licenses to
manufacture and market clothing under the Lauren by Ralph Lauren and
Polo Jeans Company trademarks in the United States and elsewhere would
have a material adverse effect on us. Our Lauren by Ralph Lauren line
and Polo Jeans Company business represent significant portions of our
sales and profits. We sell products bearing those trademarks under
exclusive licenses from affiliates of Polo Ralph Lauren Corporation.
In addition, we will introduce for Fall 1999 a line of sportswear
directed to younger women under the trademark Ralph by Ralph Lauren,
under an additional exclusive license from Polo Ralph Lauren.
The Lauren by Ralph Lauren license expires on December 31, 2001,
subject to our right to renew through December 31, 2006, if sales of
that product line for
[
<PAGE>
the year 2000 exceed a specified level. Although such sales in 1997
and 1998 exceeded the renewal minimum, our sales are made
season-to-season, with customers having no obligation to buy products
beyond what they have already ordered for a particular season. The
initial term of the Polo Jeans Company license expires on December 31,
2000 and may be renewed by us in five-year increments for up to 30
additional years, if certain minimum sales levels in certain years are
met. Although Polo Jeans Company sales in 1997 and 1998 exceeded the
renewal minimum which would be required in 1999 to extend the term of
the license through December 31, 2005, Polo Jeans Company sales are
made season-to-season, with customers having no obligation to buy
products beyond what they have already ordered. In addition, renewal
of the Polo Jeans Company license after 2010 requires a one-time
payment by us of $25 million or, at our option, a transfer of a 20%
interest in our Polo Jeans Company business to Polo Ralph Lauren (with
no fees required for subsequent renewals). Polo Ralph Lauren also has
an option, exercisable on or before June 1, 2010, to purchase our Polo
Jeans Company business at the end of 2010 for a purchase price,
payable in cash, equal to 80% of the then fair value of the business
as a going concern, assuming the continuation of the Polo Jeans
Company license through December 31, 2030. In addition to the
provisions described above, the licenses contain provisions common to
trademark licenses which could result in termination of a license,
such as failure to meet payment or advertising obligations.
The Extent of Our Foreign Operations and Manufacturing May Adversely Affect Our
Domestic Business
In 1998, approximately 75% of our products were manufactured
outside North America, primarily in Asia, while the remainder were
manufactured in the United States and Mexico. Nearly all of Nine
West's products were manufactured outside of North America in 1998 as
well. The following may adversely affect foreign operations:
o political instability in countries where contractors and
suppliers are located;
o imposition of regulations and quotas relating to imports;
o imposition of duties, taxes and other charges on imports;
o significant fluctuation of the value of the dollar against
foreign currencies; and
o restrictions on the transfer of funds to or from foreign
countries.
As a result of our substantial foreign operations, Jones'
domestic business is subject to the following risks:
o quotas imposed by bilateral textile agreements between the
United States and certain foreign countries;
o reduced manufacturing flexibility because
of geographic distance between us and our
foreign manufacturers, increasing the risk
that we may have to mark down unsold
inventory as a result of misjudging the
market for a foreign-made product; and
o violations by foreign contractors of labor and wage standards
and resulting adverse publicity.
In January 1999, 23 unidentified Asian garment workers filed a
purported class-action lawsuit against 22 garment manufacturers with
factories located in Saipan (part of the U.S. Commonwealth of the
Northern Mariana Islands). The lawsuit, filed in federal court in
Saipan, alleges violations of federal labor statutes and other laws.
We were named in two companion lawsuits filed in connection with the
Saipan claims. At this early stage, we are not in a position to
evaluate the likelihood of an unfavorable outcome. For a more complete
discussion of this litigation, please refer to "Legal Proceedings" in
the documents incorporated by reference in this Prospectus.
<PAGE>
Fluctuations in the Price, Availability and Quality of Raw Materials Could Cause
Delay and Increase Costs
Fluctuations in the price, availability and quality of the
fabrics or other raw materials used by us in our manufactured apparel
could have a material adverse effect on our cost of sales or our
ability to meet our customers' demands. We mainly use cotton twill,
wool, denim, and synthetic and blended fabrics. The prices for such
fabrics depend largely on the market prices for the raw materials used
to produce them, particularly cotton. The price and availability of
such raw materials and, in turn, the fabrics used in our apparel may
fluctuate significantly, depending on many factors, including crop
yields and weather patterns. We generally enter into denim purchase
order contracts at specified prices for three to six months at a time.
Higher cotton prices would directly affect our costs and could affect
our earnings. We may not be able to pass all or a portion of such
higher prices on to our customers.
Our Reliance on Independent Manufacturers Could Cause Delay and Damage Customer
Relationships
We rely upon independent third parties for the manufacture of
many of our products. A manufacturer's failure to ship products to us
in a timely manner or to meet the required quality standards could
cause us to miss the delivery date requirements of our customers for
those items. The failure to make timely deliveries may drive customers
to cancel orders, refuse to accept deliveries or demand reduced
prices, any of which could have a material adverse effect on our
business. We do not have long-term written agreements with any of our
third party manufacturers. As a result, any of these manufacturers may
unilaterally terminate their relationships with us at any time.
Antitrust Investigation and Litigation Against Nine West May Result in Damages
The Federal Trade Commission and attorneys general from several
states are conducting an inquiry with respect to Nine West's resale
pricing policies to determine whether Nine West violated antitrust
laws by agreeing with others to restrain prices at which retailers
sell products marketed by Nine West. Nine West also faces an action in
U.S. District Court in New York which has consolidated more than 25
putative class action suits alleging antitrust violations by Nine
West. Similar suits have been filed in state courts. If any of the
class action suits is determined adversely, or if the FTC or state
governments successfully pursue antitrust action, Nine West could be
liable for significant damages. For more information on these actions,
see "Business of Nine West--Legal Proceedings."
We Depend on Key Personnel to Manage Our Business
Jones' success depends upon the personal efforts and abilities
of Sidney Kimmel (Chairman), Jackwyn Nemerov (President), Irwin
Samelman (Executive Vice President, Marketing), Eric Rothfeld
(President of Sun), Mindy Grossman (President and CEO of Sun's Polo
Jeans Company Division) and, with respect to Nine West, Mark J.
Schwartz, who will be named Chairman of Nine West upon completion of
the acquisition. We do not have employment agreements with Mr. Kimmel,
Ms. Nemerov, Mr. Samelman or Mr. Schwartz. If any of these individuals
become unable or unwilling to continue in their present (and planned)
positions, our business and financial results could be materially
adversely affected.
Our Year 2000 Compliance Initiative May Not Succeed
Certain functions in various types of technology used by us are
designed to use only two digits to identify a year. These programs may
fail or create erroneous results on or before January 1, 2000, if not
corrected. We have assessed and are updating our own systems to insure
that they are Year 2000 compliant. We anticipate substantial
completion of this process by the middle of 1999. We may not be able,
however, to complete these plans in time. Additionally, vendors,
customers and other third parties with which we do
<PAGE>
business may not make their systems Year 2000 compliant. Our business
and results of operations could suffer, if we or such third parties
fail to make necessary technological adjustments.
For a more complete discussion of Year 2000 issues, please refer
to "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the documents incorporated by reference in
this Prospectus.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the
shares by the selling shareholders.
SELLING SHAREHOLDERS
The following table sets forth the number of shares of common
stock owned by each of the selling shareholders. Because the selling
shareholders may offer all or any portion of their shares pursuant to
the offering contemplated by this Prospectus, we can provide no
estimate as to the exact number of shares each selling shareholder
will hold after completion of this offering. No selling shareholder
has had any position, office or other material relationship with Jones
(other than as described below or in connection with the Sun
acquisition) within the past three years. All such information has
been provided to us by the selling shareholders.
<TABLE>
<CAPTION>
Number of
Shares Percent of Number of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned Shares* Sale Hereby<F1>
- --------------------------- ------ -------- ------------
<S> <C> <C> <C>
Eric A. Rothfeld<F2> 3,230,223<F3> 3.1% 3,230,223
Vestar/Sun Holding Company, L.L.C. 234,620 * 234,620
Rothfeld Family Trust 169,755 * 169,755
The Rothfeld Family Foundation 40,000 * 40,000
Mindy Grossman<F4> 34,444 * 34,444
- --------
<FN>
1 This Registration Statement will also cover any
additional shares of common stock which become issuable in connection
with the shares registered for sale hereby by reason of any stock
dividend, stock split, merger, n consolidation, recapitalization or
other similar transaction effected without the receipt of
consideration that results in an increase in the number of outstanding
shares of common stock.
2 In connection with the Sun acquisition, Mr.
Rothfeld entered into an Employment Agreement pursuant to which he
will serve as President and Chief Executive Officer of Sun through
December 31, 2001. Upon the closing of the Sun acquisition, Mr.
Rothfeld became a member of the Jones board of directors.
3 Does not include 169,755 shares held by the Rothfeld Family Trust, a trust of
which Mr. Rothfeld's wife is a trustee and also does not include
40,000 shares held by The Rothfeld Family Foundation, a charitable
foundation of which Mr. Rothfeld is President and a Director.
4 In connection with the Sun acquisition, Ms. Grossman entered into an
Employment Agreement pursuant to which she will serve as Executive
Vice President of Sun and President and Chief Executive Officer of the
Polo Jeans Company Division of Sun through December 31, 2001.
* Less than 1% beneficial interest
</FN>
</TABLE>
<PAGE>
In connection with the Sun acquisition, Jones and the selling
shareholders entered into a Registration Rights Agreement, which
provides for the registration under the Securities Act of 1933 (the
"Securities Act") of resales of the Jones common stock that was issued
to the selling shareholders upon the closing of the Sun acquisition,
the Jones common stock that was issued to certain selling shareholders
on April 7, 1999, as additional consideration based on Sun's operating
performance for 1998, and the Jones common stock that may be issued to
such shareholders in 2000, 2001 and 2002, as additional consideration
contingent on Sun's operating performance exceeding certain targets
set forth in the Agreement and Plan of Merger for 1999, 2000 and 2001,
respectively.
On October 2, 1998, upon the closing of the Sun acquisition, we
issued to the selling shareholders an aggregate 5,391,498 shares, the
resale of which we previously registered under Registration Statement
No. 333-66223 (the "Prior Registration Statement"). On April 7, 1999,
based on Sun's operating performance for 1998, we issued to certain
selling shareholders an additional 586,550 shares, the resale of which
we seek to register under the new Registration Statement filed
herewith. As of May 3, 1999, 2,269,006 of the shares eligible to be
sold under the Prior Registration Statement have been sold, leaving a
balance of 3,122,492 shares which we are carrying forward to this
Registration Statement. Combining the 3,122,492 shares being carried
forward from the Prior Registration Statement with the 586,550
additional shares to be registered under this Registration Statement,
this combined Prospectus covers an aggregate 3,709,042 shares being
offered for resale by the selling shareholders.
We will amend the Registration Statement filed herewith or, if
required, file a new registration statement to include any shares
issued in 2000, 2001 or 2002 contingent on Sun's future operating
performance. The Registration Rights Agreement requires the Company to
file this Registration Statement covering resales of such common stock
and to use its reasonable best efforts to maintain the effectiveness
of such Registration Statement for a period of five years, or until
the selling shareholders have completed the distribution of their
shares.
The Registration Rights Agreement also gives each of (i) Mr.
Rothfeld and the Rothfeld Family Trust, counted together, and (ii)
Vestar/Sun Holding Company, L.L.C. the right to demand one
registration for an underwritten stock offering. The 34,444 shares of
Jones common stock held by Ms. Grossman, the 40,000 shares held by The
Rothfeld Family Foundation, and 2,011,260 of the shares held by Mr.
Rothfeld are subject to certain transfer restrictions with respect to
the timing and volume of permitted sales. No more than 20% of the
initial number of such shares may be sold until after October 2, 1999,
at which time an additional 20% of such shares may be sold. In each
succeeding six-month period thereafter an additional 20% of the
initial number of such shares may be sold. On April 2, 2001, all such
transfer restrictions will expire.
PLAN OF DISTRIBUTION
We are registering this offering of shares on behalf of the
selling shareholders, and we will pay all costs, expenses and fees
related to such registration, including all registration and filing
fees, printing expenses, fees and disbursements of our counsel, blue
sky fees and expenses and the expenses of any special audits or "cold
comfort" letters. The selling shareholders will pay all selling
expenses, including all underwriting discounts and selling
commissions, all fees and disbursements of their counsel and all "road
show" and other marketing expenses incurred by the Company or any
underwriters which are not otherwise paid by such underwriters.
The selling shareholders may sell their shares from time to time
in one or more transactions on the New York Stock Exchange or in
private, negotiated transactions. The selling shareholders will
determine the prices at which they sell their shares. Such
transactions may or may not involve brokers or dealers. The shares
held by Ms. Grossman and The Rothfeld Family Foundation and 2,011,260
of the shares held by Mr. Rothfeld are subject to the transfer
restrictions with
<PAGE>
respect to the timing and volume of permitted sales described under
"Selling Shareholders" above.
If the selling shareholders use a broker-dealer to complete
their sale of the shares, such broker-dealer may receive compensation
in the form of discounts, concessions, or commissions from the selling
shareholders or from you, as purchaser (which compensation might
exceed customary commission).
We have agreed to indemnify each selling shareholder, and
each selling shareholder has agreed to indemnify us, against certain
liabilities arising under the Securities Act. The selling shareholders
may indemnify any agent, dealer or broker-dealer that participates in
sales of the shares against similar liabilities.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of (1) 200,000,000 shares
of common stock, $.01 par value per share, and (2) 1,000,000 shares of
preferred stock, $.01 par value per share. On May 5, 1999, we had
103,990,653 shares of common stock issued and outstanding and no
shares of preferred stock outstanding. In addition, up to an aggregate
24,426,396 shares of Jones common stock may be issued in connection
with the proposed merger with Nine West. Our common stock is listed on
the New York Stock Exchange under the trading symbol "JNY".
Each share of Jones common stock is entitled to one vote on all
matters submitted to a vote of shareholders. Jones shareholders are
entitled to receive dividends when and as declared by the Jones board
of directors out of legally available funds. Dividends may be paid on
the Jones common stock only if all dividends on any outstanding
preferred stock of Jones shareholders have been paid or reserved. To
date, Jones has not paid any cash dividends on shares of its common
stock and does not anticipate paying any cash dividends in the
foreseeable future.
The issued and outstanding shares of Jones common stock are
fully paid and nonassessable. Jones shareholders have no preemptive or
conversion rights and are not subject to further calls or assessments
by Jones. In the event of the voluntary or involuntary dissolution,
liquidation or winding up of Jones, Jones shareholders are entitled to
receive, pro rata, after satisfaction in full of the prior rights of
creditors and holders of preferred stock, if any, all of Jones'
remaining assets available for distribution.
The Jones board of directors is authorized to provide for the
issuance from time to time of Jones preferred stock in series and, as
to each series, to fix the designation, the dividend rate, whether
dividends are cumulative, the preferences which dividends will have
with respect to any other class or series of capital stock, the voting
rights, the voluntary and involuntary liquidation prices, the
conversion or exchange privileges, the redemption prices and the other
terms of redemption, and the terms of any purchase or sinking funds
applicable to the series. Cumulative dividends, dividend preferences
and conversion, exchange and redemption provisions, to the extent that
some or all of these features may be present when shares of Jones
preferred stock are issued, could have an adverse effect on the
availability of earnings for distribution to the holders of Jones
common stock or for other corporate purposes.
LEGAL MATTERS
Ira M. Dansky, Esq., our General Counsel, has passed upon the
validity with respect to the issuance of the shares of common stock
offered by this Prospectus. As of May 3, 1999, Mr. Dansky owned 8,226
shares of Jones common stock and options to purchase 140,000 shares of
Jones common stock. With respect to certain matters concerning
Pennsylvania law, he will rely on Mesirov Gelman Jaffe Cramer &
Jamieson, LLP.
<PAGE>
EXPERTS
The consolidated financial statements and financial statement
schedule of Jones incorporated by reference in this Prospectus have
been audited by BDO Seidman, LLP, independent certified public
accountants, to the extent and for the periods set forth in their
reports incorporated herein by reference, and are incorporated herein
in reliance upon such reports given upon the authority of said firm as
experts in accounting and auditing.
The consolidated financial statements of Sun Apparel, Inc. at
December 31, 1997 and 1996 and for each of the three years in the
period ended December 31, 1997 appearing in Jones' Current Report on
Form 8-K dated September 24, 1998, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference
in reliance upon such report given upon the authority of said firm as
experts in accounting and auditing.
The consolidated financial statements and financial statement
schedule of Nine West Group Inc. as of January 30, 1999 and
January 31, 1998 and for the 52-week periods ended January 30, 1999, January
31, 1998 and February 1, 1997 incorporated by reference as exhibits to
Jones' Current Report on Form 8-K dated April 7, 1999 have been
audited by Deloitte & Touche LLP, independent auditors, as set forth
in their report with respect thereto, and are incorporated herein by
reference in reliance upon such report given upon the authority of
said firm as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses payable by
us in connection with the registration of the offering of the shares.
All expenses other than the SEC registration fee are estimates. The
selling shareholders will pay all costs and expenses of selling their
shares, including all underwriting discounts and selling commissions,
all fees and disbursements of their counsel and all "road show" and
other marketing expenses incurred by the Company or any underwriters
which are not otherwise paid by such underwriters.
SEC Registration Fee...................................... $ 5,493
Accounting Fees and Expenses.............................. 7,500
Legal Fees and Expenses................................... 25,000
Printing Fees and Expenses................................ 25,000
Miscellaneous Expenses.................................... 2,007
Total................................... $ 65,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Pennsylvania Business Corporation Law of
1988 (the "Pennsylvania Business Corporation Law"), Section 8.1 of the
By-laws of Jones Apparel Group, Inc. 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 Corporation Law. Furthermore, Section 8.2 of
such By-laws provides that the Company 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.
<PAGE>
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 interest 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 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.
ITEM 16. EXHIBITS
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger dated September 10,
1998, by and among the Company, SAI Acquisition
Corp., Sun Apparel, Inc. and the selling
shareholders, incorporated by reference to Exhibit
2.1 to our Current Report on Form 8-K dated
September 24, 1998
2.2 Agreement and Plan of Merger dated as of March 1,
1999, by and among the Company, Jill Acquisition
Sub Inc. and Nine West Group Inc., incorporated by
reference to Exhibit 2.2 to our Current Report on
Form 8-K dated March 2, 1999
4.1 Form of Certificate evidencing shares of common
stock of the Company, incorporated by reference to
Exhibit 4.1 to our Shelf Registration Statement on
Form S-3, filed on October 28, 1998 (Registration
No. 333-66223)
4.2 Registration Rights Agreement dated September 10,
1998, by and among the Company and the selling
shareholders, incorporated by reference to Exhibit
4.1 to our Current Report on Form 8-K dated
September 24, 1998
5.1 Form of opinion of Ira M. Dansky, Esq.*
5.2 Form of opinion of Mesirov Gelman Jaffe Cramer &
Jamieson, LLP**
10.1 Indenture dated as of October 2, 1998, by and
between the Company and The Chase Manhattan Bank,
as trustee, incorporated by reference to Exhibit
10.1 to our Shelf Registration Statement on Form
S-3, filed on October 28, 1998 (Registration No.
333-66223)
10.2 Supplemental Indenture dated as of January 1,
1999, by and between Jones Apparel Group, Inc.,
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 Amendment No. 1 to our Registration Statement
on Form S-4/A, filed on January 25, 1999
(Registration No. 333-68587)
<PAGE>
10.3 Amended and Restated 364-Day Credit Agreement
dated as of October 15, 1998, by and among the
Company, as Borrower, the Lenders referred to
therein and First Union National Bank, as
Administrative Agent, incorporated by reference to
Exhibit 10.2 to our Shelf Registration Statement
on Form S-3, filed on October 28, 1998
(Registration No. 333-66223)
10.4 Amended and Restated Three-Year Credit Agreement
dated as of October 15, 1998, by and among the
Company, as Borrower, the Lenders referred to
therein and First Union National Bank, as
Administrative Agent, incorporated by reference to
Exhibit 10.3 to our Shelf Registration Statement
on Form S-3, filed on October 28, 1998
(Registration No. 333-66223)
10.5 Master Joinder Agreement dated as of January 1,
1999 to the Credit Agreements referred to therein,
by and among the Company, Jones Apparel Group USA,
Inc. and Jones Apparel Group Holdings, Inc. as
credit parties, and First Union National Bank, as
Administrative Agent, incorporated by reference to
Exhibit 10.2 to Amendment No. 1 to our
Registration Statement on Form S-4/A, filed on
January 25, 1999 (Registration No. 333-68587)
10.6 License Agreement dated as of August 1, 1995, by
and between PRL USA, Inc., as assignee of Polo
Ralph Lauren Corporation, successor to Polo Ralph
Lauren, L.P., and Sun Apparel, Inc., as amended to
date, incorporated by reference to Exhibit 10.53
to our Quarterly Report on Form 10-Q for the nine
months ended September 27, 1998
10.7 Design Services Agreement dated as of August 1,
1995, by and between Polo Ralph Lauren
Corporation, successor to Polo Ralph Lauren, L.P.,
and Sun Apparel, Inc., as amended to date,
incorporated by reference to Exhibit 10.54 to our
Quarterly Report on Form 10-Q for the nine months
ended September 27, 1998
10.8 Employment Agreement dated September 10, 1998, by
and between SAI Acquisition Corp. and Eric A.
Rothfeld, incorporated by reference to Exhibit
10.1 to our Current Report on Form 8-K dated
September 24, 1998
10.9 Employment Agreement dated September 10, 1998, by
and between R.L. Management, Inc. and Mindy
Grossman, incorporated by reference to Exhibit
10.2 to our Current Report on Form 8-K dated
September 24, 1998
10.10 License Agreement between the Company and Polo
Ralph Lauren, L.P., dated May 11, 1998 (portions
deleted pursuant to application for confidential
treatment under Rule 24B-2 of the Securities
Exchange Act of 1934), incorporated by reference
to Exhibit 10.19 to our Annual Report on Form 10-K
for the fiscal year ended December 31, 1998
10.11 Design Services Agreement between the Company and
Polo Ralph Lauren, L.P., dated May 11, 1998
(portions deleted pursuant to application for
confidential treatment under Rule 24B-2 of the
Securities Exchange Act of 1934), incorporated by
reference to Exhibit 10.20 to our Annual Report on
Form 10-K for the fiscal year ended December 31,
1998
23.1 Consent of BDO Seidman, LLP**
23.2 Consent of Ernst & Young LLP**
23.3 Consent of Ira M. Dansky, Esq. (included in
opinion filed as Exhibit 5.1)
23.4 Consent of Mesirov Gelman Jaffe Cramer & Jamieson,
LLP (included in opinion filed as Exhibit 5.2)
<PAGE>
23.5 Consent of Deloitte & Touche LLP**
24.1 Power of Attorney (included in signature page)
- ---------
* Filed previously.
** Filed herewith.
<PAGE>
ITEM 17. 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 (the "Securities
Act");
(ii) To reflect in the Prospectus any facts or
events arising after the effective date of this 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 this
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 SEC 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 this Registration Statement or any material change to such
information in this Registration Statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act and incorporated by reference
in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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
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 this 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 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
SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefor, 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
<PAGE>
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, the
Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused
this Amendment No. 1 to the Registration Statement 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
June 3, 1999
Pursuant to the requirements of the Securities Act, this
Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities indicated on June 3, 1999.
SIGNATURE TITLE
- ------------------------- ----------------------------------
*
- ------------------------- Chairman and Director
Sidney Kimmel (Chief Executive Officer)
*
- ------------------------- President and Director
Jackwyn Nemerov
/s/ WESLEY R. CARD Chief Financial Officer
- -------------------------
Wesley R. Card (Principal Financial Officer)
*
- ------------------------- Vice President and Corporate
Patrick M. Farrell Controller (Principal Accounting
Officer)
*
- ------------------------- Executive Vice President, Marketing,
Irwin Samelman and Director
*
- ------------------------- Director
Geraldine Stutz
*
- ------------------------- Director
Howard Gittis
*
- ------------------------- Director
Eric A. Rothfeld
*
- ------------------------- Director
Mark J. Schwartz
* By: /s/ WESLEY R CARD
-------------------
Wesley R. Card
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger dated September 10,
1998, by and among the Company, SAI Acquisition
Corp., Sun Apparel, Inc. and the selling
shareholders, incorporated by reference to Exhibit
2.1 to our Current Report on Form 8-K dated
September 24, 1998
2.2 Agreement and Plan of Merger dated as of March 1,
1999, by and among the Company, Jill Acquisition
Sub Inc. and Nine West Group Inc., incorporated by
reference to Exhibit 2.2 to our Current Report on
Form 8-K dated March 2, 1999
4.1 Form of Certificate evidencing shares of common
stock of the Company, incorporated by reference to
Exhibit 4.1 to our Shelf Registration Statement on
Form S-3, filed on October 28, 1998 (Registration
No. 333-66223)
4.2 Registration Rights Agreement dated September 10,
1998, by and among the Company and the selling
shareholders, incorporated by reference to Exhibit
4.1 to our Current Report on Form 8-K dated
September 24, 1998
5.1 Form of opinion of Ira M. Dansky, Esq.*
5.2 Form of opinion of Mesirov Gelman Jaffe Cramer &
Jamieson, LLP**
10.1 Indenture dated as of October 2, 1998, by and
between the Company and The Chase Manhattan Bank,
as trustee, incorporated by reference to Exhibit
10.1 to our Shelf Registration Statement on Form
S-3, filed on October 28, 1998 (Registration No.
333-66223)
10.2 Supplemental Indenture dated as of January 1,
1999, by and between Jones Apparel Group, Inc.,
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 Amendment No. 1 to our Registration Statement
on Form S-4/A, filed on January 25, 1999
(Registration No. 333-68587)
10.3 Amended and Restated 364-Day Credit Agreement
dated as of October 15, 1998, by and among the
Company, as Borrower, the Lenders referred to
therein and First Union National Bank, as
Administrative Agent, incorporated by reference to
Exhibit 10.2 to our Shelf Registration Statement
on Form S-3, filed on October 28, 1998
(Registration No. 333-66223)
10.4 Amended and Restated Three-Year Credit Agreement
dated as of October 15, 1998, by and among the
Company, as Borrower, the Lenders referred to
therein and First Union National Bank, as
Administrative Agent, incorporated by reference to
Exhibit 10.3 to our Shelf Registration Statement
on Form S-3, filed on October 28, 1998
(Registration No. 333-66223)
10.5 Master Joinder Agreement dated as of January 1,
1999 to the Credit Agreements referred to therein,
by and among the Company, Jones Apparel Group USA,
Inc. and Jones Apparel Group Holdings, Inc. as
credit parties, and First Union National Bank, as
Administrative Agent, incorporated by reference to
Exhibit 10.2 to Amendment No. 1 to our
Registration Statement on Form S-4/A, filed on
January 25, 1999 (Registration No. 333-68587)
<PAGE>
10.6 License Agreement dated as of August 1, 1995, by
and between PRL USA, Inc., as assignee of Polo
Ralph Lauren Corporation, successor to Polo Ralph
Lauren, L.P., and Sun Apparel, Inc., as amended to
date, incorporated by reference to Exhibit 10.53
to our Quarterly Report on Form 10-Q for the nine
months ended September 27, 1998
10.7 Design Services Agreement dated as of August 1,
1995, by and between Polo Ralph Lauren
Corporation, successor to Polo Ralph Lauren, L.P.,
and Sun Apparel, Inc., as amended to date,
incorporated by reference to Exhibit 10.54 to our
Quarterly Report on Form 10-Q for the nine months
ended September 27, 1998
10.8 Employment Agreement dated September 10, 1998, by
and between SAI Acquisition Corp. and Eric A.
Rothfeld, incorporated by reference to Exhibit
10.1 to our Current Report on Form 8-K dated
September 24, 1998
10.9 Employment Agreement dated September 10, 1998, by
and between R.L. Management, Inc. and Mindy
Grossman, incorporated by reference to Exhibit
10.2 to our Current Report on Form 8-K dated
September 24, 1998
10.10 License Agreement between the Company and Polo
Ralph Lauren, L.P., dated May 11, 1998 (portions
deleted pursuant to application for confidential
treatment under Rule 24B-2 of the Securities
Exchange Act of 1934), incorporated by reference
to Exhibit 10.19 to our Annual Report on Form 10-K
for the fiscal year ended December 31, 1998
10.11 Design Services Agreement between the Company and
Polo Ralph Lauren, L.P., dated May 11, 1998
(portions deleted pursuant to application for
confidential treatment under Rule 24B-2 of the
Securities Exchange Act of 1934), incorporated by
reference to Exhibit 10.20 to our Annual Report on
Form 10-K for the fiscal year ended December 31,
1998
23.1 Consent of BDO Seidman, LLP**
23.2 Consent of Ernst & Young LLP**
23.3 Consent of Ira M. Dansky, Esq. (included in
opinion filed as Exhibit 5.1)
23.4 Consent of Mesirov Gelman Jaffe Cramer & Jamieson,
LLP (included in opinion filed as Exhibit 5.2)
23.5 Consent of Deloitte & Touche LLP**
24.1 Power of Attorney (included in signature page)
- ---------
* Filed previously.
** Filed herewith.
EXHIBIT 5.2
Form of Opinion
(Mesirov, Gelman et al.)
[Letterhead of]
Mesirov Gelman Jaffe Cramer & Jamieson LLP
June 3, 1999
Ira M. Dansky, Esq.
Jones Apparel Group, Inc.
1411 Broadway
New York, NY 10018
Re: Jones Apparel Group, Inc. Registration Statement on Form S-3
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 Registration Statement on
Form S-3 (the "Registration Statement"), which is being filed with the
Securities and Exchange Commission (the "SEC") on June 3, 1999, under the
Securities Act of 1933.
The Registration Statement relates to the proposed sale from time to
time of up to an aggregate of 586,550 shares of the Company's common stock
(the "Shares") by certain selling shareholders. These selling shareholders
acquired their Shares in connection with the acquisition by the Company of
Sun Apparel Group, Inc., on October 2, 1998 (the "Merger Agreement").
For purposes of this opinion we have examined the Registration Statement;
the Consent of the Board of Directors of the Company dated September 10,
1998; the Registration Rights Agreement dated September 10, 1998; the
Merger Agreement; the Subsistence Certificate dated May 20, 1999 issued by
the Secretary of the Commonwealth of Pennsylvania with respect to the
Company; 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 us as originals and the conformity to originals of
all documents submitted to us as certified or reproduced 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 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.
<PAGE>
We are attorneys admitted to the Bar in the 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 reference to this Firm under the heading
"Legal Matters" in the Registration Statement and in the related Prospectus
and to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Mesirov Gelman Jaffe
Cramer & Jamieson LLP
Exhibit 23.1
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-3 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 3, 1999
Exhibit 23.2
Consent of Ernst & Young LLP
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 of Jones Apparel Group, Inc. for the
registration of 586,550 shares of its common stock and to the incorporation
by reference therein of our report dated March 26, 1998, except for Note 17
as to which the date is September 10, 1998, with respect to the
consolidated financial statements of Sun Apparel, Inc. included in Jones
Apparel Group, Inc.'s Current Report on Form 8-K dated September 24, 1998,
filed with the Securities an Exchange Commission.
ERNST & YOUNG LLP
San Antonio, Texas
June 1, 1999
Exhibit 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to the
Registration Statement of Jones Apparel Group, Inc. on Form S-3, of our
report dated March 16, 1999, appearing in the Annual Report on Form 10-K of
Nine West Group Inc. and Subsidiaries for the fiscal year ended January 30,
1999, which is incorporated by reference in the Proxy Statement/Prospectus
of Nine West Group Inc. which is included in Amendment No. 1 to
Registration Statement No. 333-75867 of Jones Apparel Group, Inc. on Form
S-4 which is incorporated by reference in the Form 8-K of Jones Apparel
Group, Inc. filed on May 13, 1999.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ Deloitte & Touche LLP
New York New York
June 2, 1999
