SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM 10-K/A No. 1 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number 1-10746 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 incorporation or organization) Identification No.) 250 Rittenhouse Circle, Bristol, Pennsylvania 19007 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 785-4000 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of Each Class on which registered - ----------------------------- ----------------------------- Common Stock, $0.01 par value New York Stock Exchange, Inc. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 22, 1999 was approximately $2,087,400,914. As of March 22, 1999, there were 103,642,379 shares of the registrant's common stock outstanding. 2 Explanatory Note The undersigned Registrant hereby amends, as and to the extent set forth below, the following items, financial statements, financial statement schedules, exhibits or other portions of its Annual Report on Form 10-K for the year ended December 31, 1998, filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934: Exhibit Index The descriptions of Exhibits 10.16 and 10.17 are being amended to state that portions have been deleted pursuant to application for confidential treatment under Rule 24B-2 of the Securities Exchange Act of 1934. -2- 3 EXHIBIT INDEX Incorporated by Reference Exhibit to Exhibit Nos. Description of Exhibit - ------------ ------- ---------------------- ********************** (11) 10.53 10.16 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# (11) 10.54 10.17 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# ********************** -3- 4 SIGNATURE Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. Date: August 26, 1999 By /s/ Wesley R. Card ---------------------------- WESLEY R. CARD Chief Financial Officer -4-