RULE 424(c) Reg. No. 333-12545 PROSPECTUS SUPPLEMENT DATED APRIL 21, 1998 TO PROSPECTUS DATED AUGUST 22, 1997 NINE WEST GROUP INC. $185,680,000 5-1/2% Convertible Subordinated Notes Due 2003 The following holders of the 5-1/2% Convertible Subordinated Notes Due 2003 (the "Notes") of Nine West Group Inc. (the "Company") have recently notified the Company that they beneficially own the principal amount of the Notes shown below, which Notes may be converted into the number of shares of the Company's common stock, par value $.01 per share (the "Common Stock"), shown below and that such holders may from time to time offer and sell such Notes and/or Common Stock pursuant to the Company's Registration Statement No. 333-12545, as amended, and the Prospectus dated August 22, 1997 included therein: Aggregate Principal Amount Number of Shares of of Notes Owned and Common Stock That Name of Selling Holder That May Be Sold May Be Sold - ---------------------- ---------------- ----------- American Travellers Life Insurance Co. - Convertible (1) $ 332,000 5,464 Bankers Life & Casualty Insurance Co. - Convertible (2) $ 668,000 10,994 Bear, Stearns & Co. Inc. (3) $4,380,000 72,086 Beneficial Standard Life Insurance Co. - Convertible (1) $ 500,000 8,229 Capitol American Life Insurance Co. - Convertible (4) $ 332,000 5,464 Everen Securities Inc. (5) $ 450,000 7,406 Forest Alternative Strategies Fund II LP Series A-5 (1) $ 200,000 3,291 Forest Alternative Strategies Fund II Series A 5I (1) $ 100,000 1,645 Forest Global Convertible Fund Series A-5 (1) $ 200,000 3,291 Great American Reserve Insurance Co. - Convertible (1) $ 668,000 10,994 Pacific Innovations Trust Capital Income Fund (6) $ 120,000 1,974 - ------------------------- (1) The Company was not previously aware that these holders beneficially own the Notes. (2) An increase of $167,000 of Notes and 2,749 shares of Common Stock over the $501,000 of Notes and 8,245 of shares of Common Stock previously disclosed to the Company. (3) An increase of $500,000 of Notes and 8,229 shares of Common Stock over the $3,880,000 of Notes and 63,857 of shares of Common Stock previously disclosed to the Company. (4) An increase of $83,000 of Notes and 1,366 shares of Common Stock over the $249,000 of Notes and 4,098 of shares of Common Stock previously disclosed to the Company. (5) An increase of $415,000 of Notes and 6,830 shares of Common Stock over the $35,000 of Notes and 576 of shares of Common Stock previously disclosed to the Company. (6) An increase of $20,000 of Notes and 329 shares of Common Stock over the $100,000 of Notes and 1,645 of shares of Common Stock previously disclosed to the Company. The holders identified above may have sold, transferred or otherwise disposed of all or a portion of their Notes since the date on which they provided information regarding their Notes, in transactions exempt from the registration requirements of the Securities Act of 1933, as amended.