As filed with the Securities and Exchange Commission on May 7, 1999
Registration Statement No. 333-[ ]
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
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
- -----------------------------------------------------------------------------
Title of Proposed Proposed
Each Class Maximum Maximum
of Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit(1) Price(1) Fee(2)
- -----------------------------------------------------------------------------
Common Stock,
$.01 par value
per share 586,550 $33.6875 $19,759,403 $5,493.11
================= ========== ============ ============== ============
(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.
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,
May 7, 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 May 5, 1999, Jones had 103,990,653 shares of its common stock
outstanding. The common stock is listed on the New York Stock Exchange
under the symbol "JNY." On May 3, 1999, the last reported sale price of the
common stock on the New York Stock Exchange was $33.75 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..............................................................10
Selling Shareholders.........................................................10
Plan of Distribution.........................................................11
Description of Capital Stock.................................................12
Legal Matters................................................................12
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 Current Reports on Form 8-K dated September 24, 1998, October
2, 1998, January 1, 1999, January 13, 1999, and March 2, 1999
o Registration Statement on Form S-4 (Registration Statement
No. 333- ) filed on 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.
Important factors that could cause actual results to differ materially from
estimates or projections contained in the forward-looking statements
include, without limitation:
o the performance of our products within, and the overall
strength of, the prevailing retail environment;
o customer acceptance of new designs and newly-introduced
product lines;
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;
<PAGE>
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.
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, Jones completed its acquisition of Sun. The
Sun acquisition was Jones' first acquisition of another company. Five
months later, on March 2, 1999, Jones announced that it had entered into a
definitive agreement to acquire Nine West. Every acquisition involves
certain risks, including:
o initial reductions in the Company's reported operating
results;
o diversion of management's attention;
o unanticipated problems or legal liabilities; 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. Jones
has little experience either with the footwear industry or with managing a
large retail operation such as Nine West's. There is no assurance that
Jones will be able to retain certain key personnel from Nine West who would
be helpful 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 Jones from achieving the
anticipated potential benefits of the acquisition.
Some or all the above items could have a material adverse effect
on Jones. Nine West, Sun or any other company which Jones might acquire in
the future may not achieve sales and profitability that justifies Jones'
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.
<PAGE>
The Apparel Industry is Highly Competitive
The apparel industry is highly competitive. Competition in this
industry takes many forms, including the following:
o establishing and maintaining favorable brand
recognition;
o developing products that consumers want;
o implementing appropriate pricing;
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
industry in which Jones participates. Jones competes with many other
manufacturers, some of which are larger and have greater resources. Any
increased competition could result in reduced sales or prices, or both,
which could have a material adverse effect on Jones.
Fashion Trends are Constantly Changing
Customer tastes and fashion trends can change rapidly. Jones may
not be able to anticipate, gauge or respond to such changes in a timely
manner. If Jones misjudges the market for its products or product groups,
it may be faced with a significant amount of unsold finished goods
inventory, which could have a material adverse effect on Jones.
The Apparel Industry is Highly Cyclical
Negative economic trends over which Jones has no control that
depress the level of consumer spending could have a material adverse effect
on Jones. Purchases of apparel and related goods often decline during
recessionary periods when disposable income is low. In such an environment,
Jones may increase the number of promotional sales which could further
adversely impact its gross profit margins.
Our Sales and Profits Fluctuate Depending on the Season
Jones' sales and profit levels fluctuate significantly by
quarter, resulting primarily from the timing of shipments for each season.
For its career apparel and lifestyle collections, Jones principally ships
spring merchandise in the first quarter and fall merchandise in the third
quarter. An increase in sales of jeans and casual apparel generally occurs
during the third and fourth quarter. Accordingly, Jones' operating results
will fluctuate from quarter to quarter.
The Concentration of Our Customers Could Adversely Affect Our Business
Jones' ten largest customers, typically department stores,
accounted for approximately 62% of sales in 1998. The results of operations
of Sun are included in Jones' operating results from the date of
acquisition. While no single customer accounted for more than 10% of Jones'
net sales, certain of Jones' customers are under common ownership.
Department stores owned by the following entities accounted for the
following percentages of Jones' 1998 sales:
Federated Department Stores Inc. 16%
May Department Store Company 16%
Remainder of ten largest customers 30%
Jones believes 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 Jones of
such concentration increases. The loss of any of Jones' largest customers,
or the bankruptcy or material financial difficulty of any customer or any
of the companies above,
<PAGE>
could have a material adverse effect on Jones. Jones does not have
long-term contracts with any of its customers, and sales to customers
generally occur on an order-by-order basis. As a result, customers can
terminate their relationships with Jones at any time or under certain
circumstances cancel or delay orders.
Nine West's ten largest wholesale customers accounted for
approximately 37% of Nine West's gross revenues for 1998. Certain of these
wholesale customers are under common ownership. When considered as a group
under common ownership, sales to department store divisions owned by
Federated Department Stores, Inc. represented 11% of Nine West's
consolidated net revenues in 1998.
Significant Portions of Our Sales and Profits Depend on Our License
Agreements with Polo Ralph Lauren Corporation
The termination or non-renewal of Jones' 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 Jones. Jones' Lauren by Ralph Lauren line and
Polo Jeans business represent material portions of Jones' sales and
profits. Jones sells products bearing those trademarks under exclusive
licenses from affiliates of Polo Ralph Lauren Corporation. In addition,
Jones 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 Jones' right to renew through December 31, 2006, if sales of
that product line for the year 2000 exceed a specified level. Although such
sales in 1997 and 1998 exceeded the renewal minimum, Jones' 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 license expires on December 31, 2000 and may be
renewed by Jones in five-year increments for up to 30 additional years, if
certain minimum sales levels in certain years are met. Although Polo Jeans
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 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 license after 2010 requires a one-time payment by Jones
of $25 million or, at Jones' option, a transfer of a 20% interest in its
Polo Jeans 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 the Polo Jeans 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 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.
Legal Proceedings Involving Nine West Could Block Completion of Jones'
Proposed Acquisition of Nine West or otherwise Adversely Affect Jones'
Business
Nine West disclosed the following information in its Annual
Report on Form 10-K for the year ended January 30, 1999:
The Federal Trade Commission is currently conducting an inquiry
with respect to Nine West's resale pricing policies to determine whether
Nine West violated the federal antitrust laws by agreeing with others to
restrain the prices at which retailers sell footwear and other products
marketed by Nine West. In addition, Attorneys General from the States of
Florida, New York, Ohio and Texas are conducting similar inquires.
Since January 13, 1999, more than 25 putative class actions have
been filed on behalf of purchasers of Nine West's footwear in three
separate federal courts alleging that Nine West violated Section 1 of the
Sherman Act by engaging in a conspiracy with its retail distributors to fix
the minimum prices at which the
<PAGE>
footwear marketed by Nine West was sold to the public. All of these class
action complaints have been consolidated into a single action in the United
States District Court for the Southern District of New York and seek
injunctive relief, unspecified compensatory and treble damages, and
attorneys' fees. In addition, five putative class actions based on the same
alleged conduct have been filed in state courts in New York, the District
of Columbia, Wisconsin, California and Minnesota alleging violations of
those states' respective antitrust laws. The five state actions likewise
seek injunctive relief, unspecified compensatory and treble damages, and
attorneys' fees.
Based on the short period of time that has elapsed since the
inception of the inquiries and the filing of the lawsuits, Nine West's
existing policies relating to resale pricing and the limited information
available to Nine West with respect to compliance with those policies, Nine
West does not anticipate that the inquiries or lawsuits will result in a
material adverse financial effect on Nine West.
On March 3, 4 and 5, 1999, four purported class action suits were
filed against Nine West, the members of Nine West's Board of Directors and
Jones in the Delaware Court of Chancery. These complaints allege, among
other things, that the defendants have breached their fiduciary duties to
Nine West stockholders by failing to maximize stockholder value in
connection with entering into the merger agreement pursuant to which Jones
has agreed to acquire Nine West. The complaints seek, among other things,
an order enjoining completion of the merger. Nine West and Jones believe
that the complaints are without merit and plan to defend vigorously against
the complaints.
Nevertheless, no assurance can be given that such legal
proceedings will not block completion of Jones' proposed acquisition of
Nine West or otherwise adversely affect Jones' business.
The Extent of Our Foreign Operations and Manufacturing May Adversely Affect
Our Domestic Business
In 1998, approximately 75% of Jones' products were manufactured
outside North America, primarily in Asia, while the remainder were
manufactured in the United States and Mexico. 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 its 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 Jones and its foreign manufacturers,
increasing the risk that Jones 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. Jones was named in two
companion lawsuits filed in
<PAGE>
connection with the Saipan claims. For a more complete discussion of this
litigation, please refer to "Legal Proceedings" in the documents
incorporated by reference in this Prospectus.
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 Jones in its manufactured apparel
could have a material adverse effect on Jones' cost of sales or its ability
to meet its customers' demands. Jones mainly uses 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 Jones' apparel may fluctuate
significantly, depending on many factors, including crop yields and weather
patterns. Jones generally enters into denim purchase order contracts at
specified prices for three to six months at a time. Higher cotton prices
would directly affect Jones' costs and earnings. Jones may not be able to
pass all or a portion of such higher prices on to its customers.
Our Reliance on Independent Manufacturers Could Cause Delay and Damage
Customer Relationships
Jones relies upon independent third parties for the manufacture
of many of its products. A manufacturer's failure to ship products in a
timely manner or to meet the required quality standards could cause Jones
to miss the delivery date requirements of its 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 Jones' business. Jones does not have
long-term written agreements with any of its third party manufacturers. As
a result, any of these manufacturers may unilaterally terminate their
relationships with Jones at any time.
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) and, with respect to Sun, Eric
Rothfeld (President of Sun) and 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. Jones does not have employment agreements with Mr. Kimmel, Ms.
Nemerov and Mr. Samelman. If any of these individuals become unable or
unwilling to continue in their present positions, Jones' 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 Jones
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. Jones has assessed and is updating its own systems to insure
that they are Year 2000 compliant. Jones anticipates substantial completion
of this process by the middle of 1999. Jones may not be able, however, to
complete these plans in time. Additionally, vendors, customers and other
third parties with which Jones does business may not make their systems
Year 2000 compliant. Jones' business and results of operations could
suffer, if Jones 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.
<PAGE>
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.
Number of
Number of Shares
Shares Percent of Registered
Beneficially Outstanding for Sale
Name of Selling Shareholder Owned Shares* Hereby<F1>
- --------------------------- ------------- ----------- ----------
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
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.
- --------------------
<F1> 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.
<F2> 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.
<F3> 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.
<F4> 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
<PAGE>
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 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
<PAGE>
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.
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.
<PAGE>
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.
<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>
24.1 Power of Attorney (included in signature page)
<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
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
May 7, 1999
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Ira M. Dansky, Wesley R. Card and Patrick M. Farrell and each of
them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, any Registration Statement filed
pursuant to Rule 462(b) under the Securities Act, and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact,
agent, or his substitute may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/ Sidney Kimmel Chairman and Director May 7, 1999
- ------------------ (Chief Executive Officer)
Sidney Kimmel
/s/ Jackwyn Nemerov President and Director May 7, 1999
- --------------------
Jackwyn Nemerov
/s/ Wesley R. Card Chief Financial Officer May 7, 1999
- ------------------- (Principal Financial Officer)
Wesley R. Card
/s/ Patrick M. Farrell Vice President and Corporate May 7, 1999
- ---------------------- Controller (Principal
Patrick M. Farrell Accounting Officer)
/s/ Irwin Samelman Executive Vice President, May 7, 1999
- ---------------------- Marketing, and Director
Irwin Samelman
/s/ Geraldine Stutz Director May 7, 1999
- --------------------
Geraldine Stutz
/s/ Howard Gittis Director May 7, 1999
- --------------------
Howard Gittis
/s/ Eric A. Rothfeld Director May 7, 1999
- -----------------------
Eric A. Rothfeld
/s/ Mark J.Schwartz Director May 7, 1999
- ----------------------
Mark J. Schwartz
<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)
24.1 Power of Attorney (included in signature page)
Exhibit 5.1
Opinion of General Counsel
May 7, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Jones Apparel Group, Inc.
-------------------------
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
I am General Counsel of Jones Apparel Group, a Pennsylvania
corporation (the "Company"), and in such capacity, I have represented the
Company in connection with the preparation and filing with the Securities
and Exchange Commission of a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933 (the "Act")
relating to the registration under the Act of the offering of an aggregate
586,550 shares of the Company's common stock, $.01 par value per share (the
"Common Stock"), for the benefit of certain selling shareholders (the
"Selling Shareholders").
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 and (b) the related Prospectus (together with the
documents incorporated therein by reference, the "Prospectus").
<PAGE>
Based on the foregoing and subject to the qualifications
hereinafter set forth, I am of opinion as follows:
1. The Company is a corporation duly organized and validly
subsisting under the laws of the Commonwealth of Pennsylvania.
2. The shares of Common Stock to be sold by the Selling
Shareholders are duly authorized, validly issued, fully paid and
nonassessable.
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
May 7, 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.
I hereby consent to the reference to me under the heading "Legal
Matters" in the Prospectus and to the filing of this opinion as an Exhibit
to the Registration Statement.
Very truly yours,
/s/ Ira M. Dansky
-----------------
Ira M. Dansky
General Counsel
EXHIBIT 5.2
Form of Opinion
(Mesirov, Gelman et al.)
[Letterhead of]
Mesirov Gelman Jaffe Cramer & Jamieson LLP
May 7, 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 May 7, 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, In., 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; 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
May 7, 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
May 3, 1999
