UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 5, 2007
JONES APPAREL GROUP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or Other Jurisdiction of Incorporation) | 1-10746
(Commission File Number) | 06-0935166
(IRS Employer Identification No.) |
| 1411 Broadway
New York, New York 10018
(Address of principal executive offices) | |
| (212) 642-3860
(Registrant's telephone number, including area code) | |
| Not Applicable
Former name or former address, if changed since last report | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On July 5, 2007, Jones Apparel Group, Inc. ("Jones") announced that it had received an unsolicited non-binding proposal from Fast Retailing Co., Ltd. ("Fast"), a Japan-based company, to acquire Jones' wholly-owned subsidiary, Barneys New York, Inc. ("Barneys"), for $900 million in cash. The proposal is subject to due diligence and other conditions.
Jones' Board of Directors has made the requisite determination under Jones' stock purchase agreement with affiliates of Istithmar (the "Istithmar Agreement") that will enable Jones to provide information to Fast and enter into discussions with Fast regarding its proposal. In the event that Jones were to terminate the Istithmar Agreement to enter into an agreement with Fast, it would be required to pay to an affiliate of Istithmar a termination fee of $20.6 million (or $22.7 million if Jones terminates the Istithmar Agreement after July 22, 2007). The agreement with Istithmar has not been terminated and remains in full force and effect.
A copy of the press release announcing the proposal is attached as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
| 99.1 | Press Release of the Registrant dated July 5, 2007. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JONES APPAREL GROUP, INC.
(Registrant)By: /s/ Ira M. Dansky
Ira M. Dansky
Executive Vice President,
General Counsel and Secretary |
Date: July 9, 2007
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Exhibit Index.
| 99.1 | Press Release of the Registrant dated July 5, 2007. |
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