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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 15, 1999
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Jones Apparel Group, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 1-10746 06-0935166
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
250 Rittenhouse Circle, Bristol, Pennsylvania 19007
(Address of principal executive offices) (Zip Code)
(215) 785-4000
(Registrant's Telephone Number)
None
(Former Name, or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
On June 15, 1999, Jones Apparel Group, Inc., a Pennsylvania
corporation ("Jones Apparel"), and Nine West Group Inc., a Delaware
corporation ("Nine West"), consummated a merger (the "Merger") whereby Nine
West merged with and into a subsidiary of Jones Apparel pursuant to an
Agreement and Plan of Merger (the "Merger Agreement") dated as of March 1,
1999. As a result of the Merger, Nine West has become a subsidiary of Jones
Apparel.
Jones Apparel issued a press release announcing consummation of
the Merger on June 15, 1999, a copy of which is attached hereto as Exhibit
99.1.
Pursuant to the Merger and the other transactions contemplated by
the Merger Agreement, each share of Nine West common stock, par value $0.01
per share, was converted into the right to receive 0.5011 of a share of
Jones Apparel common stock and $13.00 in cash. Jones Apparel will issue
approximately 17,131,112 shares of Jones Apparel common stock in exchange
for the shares of Nine West common stock.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated June 15, 1999, announcing the
consummation of the Merger.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Jones Apparel Group, Inc.
/s/ Wesley R. Card
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Wesley R. Card
Chief Financial Officer
Date: June 15, 1999
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File No. 1-10746
INDEX TO EXHIBITS
Exhibit
Exhibit 99.1 Press Release dated June 15, 1999, announcing the
consummation of the Merger.
Exhibit 99.1
JONES APPAREL GROUP, INC.
COMPLETES ACQUISITION OF NINE WEST GROUP INC.
New York, New York - June 15, 1999 - Jones Apparel Group, Inc. ("Jones" or
"Company") (NYSE:JNY) announced today that is has completed its previously
announced acquisition of Nine West Group Inc. ("Nine West").
Jones will exchange .5011 of a Jones common share and $13 in cash for each
Nine West Group common share. Nine West had approximately 34 million shares
outstanding prior to the closing.
The Company also announced the closing of $225 million of senior notes due
2006, and $175 million of senior notes due 2004, and the completion of a
$700 million 5-year bank revolving credit facility and a $500 million
364-day bank facility. These facilities are being used to finance the
acquisition, refinance certain portions of Nine West's outstanding debt,
and for the Company's ongoing working capital, general corporate and trade
letter of credit requirements.
Jones Apparel Group, Inc. (www.jny.com) is a leader in the apparel
industry. Jones designs and markets a broad array of products, including
sportswear, jeanswear, suits and dresses. Jones markets its products under
nationally known brands, including Jones New York, Evan-Picone, Rena Rowan,
Todd Oldham and Saville. Licensed brands include Lauren by Ralph Lauren,
Ralph by Ralph Lauren and Polo Jeans Company, which are licensed from Polo
Ralph Lauren.
Nine West Group Inc. is a leading designer, developer, manufacturer and
marketer of quality, fashionable women's footwear and accessories. Its
internationally recognized brands are marketed in the "bridge" to
"moderate" price ranges and include the flagship Nine West label, Amalfi,
Bandolino, Luca B. for Calico, cK/Calvin Klein (under license), Easy
Spirit, Enzo Angiolini, Evan Picone, 9 & Co., Pappagallo, Selby, Westies,
Pied a Terre and the Shoe Studio Group Limited brands. Nine West Group's
products are sold to more than 7,000 department, specialty and independent
retail stores through approximately 1,100 of its own domestic retail stores
and approximately 430 international retail locations.
Certain statements herein are "forward-looking statements" made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements represent the Company's
expectations or beliefs concerning future events that involve risks and
uncertainties, including the strength of the economy and the overall level
of consumer spending, the performance of the Company's products within the
prevailing retail environment, and other factors which are set forth in the
Company's 1998 Form 10-K and in all filings with the SEC made by the
Company subsequent to the filing of the Form 10-K. The Company does not
undertake to publicly update or revise its forward-looking statements,
whether as a result of new information, future events or otherwise. The
Company's senior notes referred to above have not been registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
