SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
Nine West Group Inc.
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(Exact name of registrant as specified in its charter)
Delaware No. 06-1093855
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(State of incorporation or organization) (IRS Employer
Identification No.)
Nine West Plaza
1129 Westchester Avenue
White Plains, New York 10604
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check the
the following box. [X] following box. [ ]
Securities Act registration statement file number to which this form
relates: __________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On March 2, 1999, Nine West Group Inc. (the "Company"), Jones Apparel
Group, Inc. ("Parent") and Jill Acquisition Sub Inc. ("Merger Sub"), entered
into an Agreement and Plan of Merger, dated as of March 1, 1999 (the "Merger
Agreement"), providing, among other things, for the merger (the "Merger") of
the Company with Merger Sub.
On such date, in connection with the Merger Agreement, the Company
executed Amendment No. 1 (the "Rights Amendment") to the Rights Agreement,
dated as of February 17, 1998 between the Company and The Bank of New York, as
the Rights Agent (the "Rights Agreement"). The Rights Amendment provides that
none of Vincent Camuto, Jerome Fisher, Parent, or any Affiliate or Associate
of any of them shall be deemed an "Acquiring Person" and that no "Distribution
Date" (as such terms are defined in the Rights Agreement) shall be deemed to
have occurred, solely as the result of the execution, delivery or performance
of the Merger Agreement or the Stockholder Agreement, dated as of March 1,
1999, between Parent and the holders of common stock of the Company signatory
thereto (the "Stockholder Agreement") or the consummation of the transactions
contemplated by the Merger Agreement or the Stockholder Agreement.
In addition, the Rights Agreement as amended by the Rights Amendment
provides that (a) the Rights are exercisable at any time following a
Distribution Date until the earliest of (i) the close of business on February
16, 2008, (ii) the time at which the Rights are redeemed as provided in
Section 23 of the Rights Agreement, (iii) the time at which the Rights are
exchanged as provided in Section 24 of the Rights Agreement or (iv)
immediately prior to the Effective Time (as defined in the Merger Agreement)
and (b) upon the Expiration Date (as defined in the Rights Agreement) the
Rights shall expire. A summary of the Rights as amended follows.
SUMMARY OF RIGHTS
On February 17, 1998, the Board of Directors of the Company declared a
dividend of one preferred share purchase right (a "Right") for each
outstanding share of common stock, par value $.01 per share, of the Company
(the "Common Stock"). The dividend was payable on March 4, 1998 (the "Record
Date") to the stockholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one one-thousandth of a share
of Series A Junior Participating Preferred Stock, par value $.01 per share, of
the Company (the "Preferred Stock") at a price of $120 per one one-thousandth
of a share of Preferred Stock (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth in the Rights Agreement.
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (with certain
exceptions, an "Acquiring Person") has acquired beneficial ownership of 20% or
more of the outstanding shares of Common Stock or (ii) 10 business days (or
such later date as may be determined by action of the Board of Directors prior
to such time as any person or group of affiliated persons becomes an Acquiring
Person) following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation of which would result
in the beneficial ownership by a person or group of 20% or more of the
outstanding shares of Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Stock certificates outstanding as of the Record Date, by such Common
Stock certificate together with a copy of the Summary of Rights attached as
Exhibit C to the Rights Agreement (the "Summary of Rights"). For purposes of
this calculation, there shall be disregarded shares of Common Stock which
either Mr. Jerome Fisher or Mr. Vincent Camuto, or their respective estates,
(i) had the right to acquire on February 17, 1998, or (ii) acquire or obtain
the right to acquire subsequent to February 17, 1998, in either case under
employee benefit plans of the Company.
Notwithstanding the foregoing, none of Vincent Camuto, Jerome Fisher,
Parent, or any Affiliate or Associate of any of them shall be deemed to be an
"Acquiring Person" and no "Distribution Date" shall be deemed to have occurred
solely by reason of the approval, execution, delivery or performance of the
Merger Agreement or the Stockholder Agreement or the consummation of the
transactions contemplated by the Merger Agreement or the Stockholder
Agreement.
The Rights Agreement provides that, until the Distribution Date (or
earlier expiration of the Rights), the Rights will be transferred with and
only with the Common Stock. Until the Distribution Date (or earlier
expiration of the Rights), new Common Stock certificates issued after the
Record Date upon transfer or new issuances of Common Stock will contain a
notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier expiration of the Rights), the surrender for
transfer of any certificates for shares of Common Stock outstanding as of the
Record Date, even without such notation or a copy of the Summary of Rights,
will also constitute the transfer of the Rights associated with the shares of
Common Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common Stock
as of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are exercisable at any time which is both after the
Distribution Date and prior to the time (the "Expiration Date") that is the
earliest of (i) February 16, 2008 (the "Final Expiration Date") (ii) the time
at which the Rights are redeemed as provided in Section 23 of the Rights
Agreement, (iii) the time at which the rights are exchanged as provided in
Section 24 of the Rights Agreement and (iv) immediately prior to the Effective
Time of the Merger (as defined in the Merger Agreement), unless the Final
Expiration Date is advanced or extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below. Upon
the Expiration Date, the Rights will expire.
The Purchase Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights is
subject to adjustment from time to time to prevent dilution (i) in the event
of a stock dividend on, or a subdivision, combination or reclassification of,
the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for or purchase Preferred Stock at a
price, or securities convertible into Preferred Stock with a conversion price,
less than the then-current market price of the Preferred Stock or (iii) upon
the distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular periodic cash dividends or dividends
payable in Preferred Stock) or of subscription rights or warrants (other than
those referred to above).
The number of outstanding Rights is subject to adjustment in the event of
a stock dividend on the Common Stock payable in shares of Common Stock or
subdivisions, consolidations or combinations of the Common Stock occurring, in
any such case, prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will
not be redeemable. Each share of Preferred Stock will be entitled, when, as
and if declared, to a minimum preferential quarterly dividend payment of $10
per share but will be entitled to an aggregate dividend of 1,000 times the
dividend declared per share of Common Stock. In the event of liquidation,
dissolution or winding up of the Company, the holders of the Preferred Stock
will be entitled to a minimum preferential payment of $100 per share (plus any
accrued but unpaid dividends) but will be entitled to an aggregate payment of
1,000 times the payment made per share of Common Stock. Each share of
Preferred Stock will have 1,000 votes, voting together with the Common Stock.
Finally, in the event of any merger, consolidation or other transaction in
which outstanding shares of Common Stock are converted or exchanged, each
share of Preferred Stock will be entitled to receive 1,000 times the amount
received per share of Common Stock. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right that number
of shares of Common Stock having a market value of two times the exercise
price of the Right.
In the event that, after a person or group has become an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are
sold, proper provisions will be made so that each holder of a Right (other
than Rights beneficially owned by an Acquiring Person which will have become
void) will thereafter have the right to receive upon the exercise of a Right
that number of shares of common stock of the person with whom the Company has
engaged in the foregoing transaction (or its parent) that at the time of such
transaction have a market value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and
prior to the earlier of one of the events described in the previous paragraph
or the acquisition by such Acquiring Person of 50% or more of the outstanding
shares of Common Stock, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such Acquiring Person which will have
become void), in whole or in part, for shares of Common Stock or Preferred
Stock (or a series of the Company's preferred stock having equivalent rights,
preferences and privileges), at an exchange ratio of one share of Common
Stock, or a fractional share of Preferred Stock (or other preferred stock)
equivalent in value thereto, per Right.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock or Common Stock
will be issued (other than fractions of Preferred Stock which are integral
multiples of one one-thousandth of a share of Preferred Stock, which may, at
the election of the Company, be evidenced by depositary receipts), and in lieu
thereof an adjustment in cash will be made based on the current market price
of the Preferred Stock or the Common Stock.
At any time prior to the time an Acquiring Person becomes such, the Board
of Directors of the Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right (the "Redemption Price") payable, at the option
of the Company, in cash, shares of Common Stock or such other form of
consideration as the Board of Directors of the Company shall determine. The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
For so long as the Rights are then redeemable, the Company may, except
with respect to the Redemption Price, amend the Rights Agreement in any
manner. After the Rights are no longer redeemable, the Company may, except
with respect to the Redemption Price, amend the Rights Agreement in any manner
that does not adversely affect the interests of holders of the Rights.
Until a Right is exercised or exchanged, the holder thereof, as such,
will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
Item 2. Exhibits
(1) Rights Agreement, dated as of February 17, 1998, between the
Company and The Bank of New York which includes the form of
Certificate of Designation for the Series A Junior Participating
Preferred Stock as Exhibit A, the form of Right Certificate as
Exhibit B and the Summary of Rights to Purchase Shares of
Preferred Stock of the Company as Exhibit C. (Incorporated by
reference to Exhibit 1 to the Company's Registration Statement
on Form 8-A filed on February 20, 1998.)
(2) Amendment No. 1 to Rights Agreement, dated as of March 1, 1999,
between Nine West Group Inc. and The Bank of New York.*
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* Filed Herewith
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned thereunto duly authorized.
NINE WEST GROUP INC.
Dated: March 4, 1999 By: /s/ Robert C. Galvin
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Name: Robert C. Galvin
Title: Executive Vice President, Chief
Financial Officer and Treasurer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1. Rights Agreement, dated as of February 17, 1998, between the
Company and The Bank of New York which includes the form of
Certificate of Designations for the Series A Junior Participating
Preferred Stock as Exhibit A, the form of Right Certificate as
Exhibit B and the Summary of Rights to Purchase Shares of Preferred
Stock of the Company as Exhibit C. (Incorporated by reference to
Exhibit 1 to the Company's Registration Statement on Form 8-A filed
on February 20, 1998.)
2. Amendment No. 1 to Rights Agreement, dated as of March 1, 1999,
between Nine West Group Inc. and The Bank of New York
EXHIBIT 2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "AMENDMENT") is
entered into as of March 1, 1999 by and between NINE WEST GROUP INC., a
Delaware Corporation (the "COMPANY"), and THE BANK OF NEW YORK (the "RIGHTS
AGENT"), amending the Rights Agreement, dated as of February 17, 1998, between
the Company and the Rights Agent (the "RIGHTS AGREEMENT").
RECITALS OF THE COMPANY:
The Company has duly authorized the execution and delivery of this
Amendment, and all things necessary to make this Amendment a valid agreement
of the Company have been done. This Amendment is entered into pursuant to
Section 27 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. DEFINED TERMS. Terms defined in the Rights Agreement and used
herein shall have the meanings given to them in the Rights Agreement.
2. AMENDMENTS TO SECTION 1. (a) Section 1(a) of the Rights
Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, none
of Vincent Camuto, Jerome Fisher, Parent or any Affiliate or Associate of
any of them shall be deemed to be an Acquiring Person solely by reason of
the approval, execution, delivery or performance of the Merger Agreement
or the Stockholder Agreement or the consummation of the transactions
contemplated by the Merger Agreement or the Stockholder Agreement."
(b) Section 1 of the Rights Agreement is amended to add the
following provisions at the end thereof:
"(ff) For purposes of this Agreement:
"Effective Time" shall have the meaning assigned to such term
in the Merger Agreement;
"Merger Agreement" shall mean the Agreement and Plan of Merger
dated as of March 1, 1999 among Parent, Jill Acquisition Sub Inc.
("Merger Sub"), a Delaware corporation and a wholly owned
subsidiary of Parent, and the Company, as amended from time to time
in accordance with its terms;
"Merger" shall have the meaning assigned to such term in the
Merger Agreement;
"Parent" shall mean Jones Apparel Group, Inc., a Pennsylvania
corporation; and
"Stockholder Agreement" shall mean the Stockholder Agreement,
dated as of March 1, 1999, between Parent and the holders of Common
Stock signatories thereto."
3. AMENDMENT OF SECTION 3(a). Section 3(a) of the Rights
Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, a Distribution Date shall not be deemed to have occurred
solely as the result of the approval, execution, delivery or
performance of the Merger Agreement or the Stockholder Agreement or
the consummation of the transactions contemplated by the Merger
Agreement or the Stockholder Agreement."
4. AMENDMENT OF SECTION 7(a). Section 7(a) of the Rights
Agreement is amended by deleting the word "or" in the penultimate line of such
subsection and substituting in its place "," and inserting immediately after
the word "hereof" in the last line thereof the following clause: "or (iv)
immediately prior to the Effective Time of the Merger. Upon the Expiration
Date, the Rights shall expire."
5. EFFECTIVENESS. This Amendment shall be deemed effective as
of March 1, 1999 as if executed on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
6. MISCELLANEOUS. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such state.
This Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed an original and all such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and attested, all as of the day and year first above
written.
Attest: NINE WEST GROUP INC.
/s/ Joel K. Bedol By: /s/ Vincent Camuto
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Title: Executive Vice President Title: Chief Executive Officer
and General Counsel
Attest: THE BANK OF NEW YORK
/s/ Richard Hanrahan By: /s/ Norman Lawrence
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Title: Assistant Vice President Title: Vice President
