SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 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) March 2, 1999 NINE WEST GROUP INC. (Exact name of registrant as specified in its charter) Delaware 1-11161 06-1093855 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) Nine West Plaza 10604 1129 Westchester Avenue (Zip Code) White Plains, New York (Address of principal executive offices) Registrant's telephone number, including area code (314) 579-8812 ITEM 5. OTHER EVENTS On March 2, 1999, Nine West Group Inc., a Delaware corporation (the "Company"), Jones Apparel Group, Inc. a Pennsylvania Corporation ("Parent"), and Jill Acquisition Sub Inc., a Delaware Corporation and a wholly owned subsidiary of Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), upon and subject to the terms and conditions of which the Company will be merged (the "Merger") with Merger Sub and the surviving corporation will be Merger Sub. In the Merger, each issued and outstanding share of the common stock of the Company, other than shares owned by Parent, the Company or Merger Sub, will be converted into the right to receive $13.00 in cash and a number of shares of common stock of Parent (the "Parent Common Stock") equal to the Exchange Ratio. The "Exchange Ratio" will be (i) .5011 if the average price of the Parent Common Stock for a 15-day period prior to the Closing (the "Parent Stock Price") is greater than or equal to $24.00 and less than or equal to $34.00; (ii) equal to $12.00 divided by the Parent Stock Price if the Parent Stock Price is greater than or equal to $21.00 and less than $24.00; (iii) .5714 if the Parent Stock Price is less than $21.00; (iv) equal to $17.00 divided by the Parent Stock Price if the Parent Stock Price is greater than $34.00 and less than or equal to $36.00; and (v) .4722 if the Parent Stock Price is greater than $36.00. A copy of the Merger Agreement is attached hereto as Exhibit 2, and is incorporated herein by reference. Pursuant to a Stockholder Agreement dated as of March 1, 1999 among Vincent Camuto, Jerome Fisher (the "Holders") and Parent, the Holders have agreed, among other things, to vote their shares of common stock in favor of the Merger. The Stockholder Agreement is attached hereto as Exhibit 99.1, and is incorporated herein by reference. A copy of the Company's and Parent's joint press release dated March 2, 1999 is attached hereto as Exhibit 99.2 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENT AND EXHIBITS. (c) Exhibits. (2) Agreement and Plan of Merger, dated as of March 1, 1999, by and among Nine West Group Inc., Jones Apparel Group, Inc. and Jill Acquisition Sub Inc. (99.1) Stockholder Agreement, dated as of March 1, 1999, among Jones Apparel Group, Inc., Vincent Camuto and Jerome Fisher. (99.2) Joint Press Release of Jones Apparel Group, Inc. and Nine West Group Inc. dated March 2, 1999. SIGNATURE 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 thereunto duly authorized. NINE WEST GROUP INC. Dated: March 2, 1999 By: /s/ Robert C. Galvin Name: Robert C. Galvin Title: Executive Vice President, Chief Financial Officer and Treasurer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION (2) Agreement and Plan of Merger, dated as of March 1, 1999, by and among Nine West Group Inc., Jones Apparel Group, Inc. and Jill Acquisition Sub Inc. (99.1) Stockholder Agreement, dated as of March 1, 1999, among Jones Apparel Group, Inc., Vincent Camuto and Jerome Fisher. (99.3) Joint Press Release of Nine West Group Inc. and Jones Apparel Group, Inc. dated March 2, 1999.