1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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): OCTOBER 2, 1998 JONES APPAREL GROUP, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) PENNSYLVANIA 06-0935166 (STATE OR OTHER JURISDICTION 1-10746 (IRS EMPLOYER OF INCORPORATION (COMMISSION FILE NUMBER) IDENTIFICATION NUMBER) 250 RITTENHOUSE CIRCLE BRISTOL, PA 19007 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (215) 785-4000 NOT APPLICABLE (FORMER NAME OR FORMER ADDRESS, IF CHANGED FROM LAST REPORT) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 ITEM 2. ACQUISITION OR DISPOSITIONS OF ASSETS On October 2, 1998, Jones Apparel Group, Inc., a Pennsylvania corporation (the "Company" or "Jones"), consummated its acquisition (the "Acquisition") of Sun Apparel, Inc., a Texas corporation ("Sun"), pursuant to an Agreement and Plan of Merger, entered into and announced on September 10, 1998 (the "Merger Agreement"), by and among the Company, Sun, the shareholders of Sun (the "Shareholders") and SAI Acquisition Corp., a wholly-owned subsidiary of Jones ("SAI"). Pursuant to the Merger Agreement, Sun has merged into SAI (which has changed its name to Sun Apparel, Inc.), thus becoming a wholly-owned subsidiary of Jones. A copy of the Press Release, dated October 2, 1998, issued by the Company relating to the consummation of the Acquisition, is attached as Exhibit 99.1 hereto and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) EXHIBITS The following exhibit is filed with this Current Report: 99.1 Press Release dated October 2, 1998, announcing the consummation of the Merger Agreement. 2 3 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/ WESLEY R. CARD ------------------------------------ Wesley R. Card Chief Financial Officer October 2, 1998 3