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):
August 3, 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 August 5, 2007, Jones Apparel Group, Inc. ("Jones") announced that it had received an amended offer from affiliates of Istithmar PJSC ("Istithmar") to acquire Jones' wholly owned subsidiary, Barneys New York, Inc. ("Barneys"), for $900 million in cash and an amended offer from Fast Retailing Co., Ltd. ("Fast Retailing") to acquire Barneys for $950 million in cash.
In accordance with the terms of Jones' Stock Purchase Agreement with affiliates of Istithmar (the "Istithmar Agreement"), Jones has transmitted to affiliates of Istithmar a written notice containing the material terms of the amended Fast Retailing offer and expressing Jones' intention to accept the amended Fast Retailing offer. Jones will be entitled to terminate the Istithmar Agreement unless, during the two business day period commencing on August 6, 2007, affiliates of Istithmar make an offer that Jones' Board of Directors determines in accordance with the Istithmar Agreement to be at least as favorable to Jones as the amended Fast Retailing offer. In the event that Jones were to terminate the Istithmar Agreement in order to accept the amended Fast Retailing offer, Jones would be required to pay an affiliate of Istithmar a termination fee of $22.7 million.
A copy of the press release announcing the receipt of the amended offers is attached as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
| 99.1 | Press Release of the Registrant dated August 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: August 6, 2007
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Exhibit Index
| Exhibit No. | Description |
| 99.1 | Press Release of the Registrant dated August 5, 2007. |
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