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):
June 19, 2001
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Jones Apparel Group, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania
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(State or other jurisdiction of incorporation)
1-10746 06-0935166
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(Commission File Number) (IRS Employer Identification No.)
250 Rittenhouse Circle, Bristol PA 19007
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(Address of principal executive offices) (Zip Code)
(215) 785-4000
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(Registrant's telephone number, including area code)
None
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On June 19, 2001, Jones Apparel Group, Inc., a Pennsylvania
corporation ("Jones Apparel"), and McNaughton Apparel Group Inc., a
Delaware corporation ("McNaughton"), consummated a merger (the "Merger")
whereby McNaughton merged with and into a wholly owned direct subsidiary of
Jones Apparel pursuant to an Agreement and Plan of Merger ("the Merger
Agreement") dated as of April 13, 2001. As a result of the Merger,
McNaughton has become a wholly owned direct subsidiary of Jones Apparel.
Jones Apparel issued a press release announcing the completion of
the Merger on June 19, 2001, a copy of which is attached hereto as Exhibit
99.1.
Pursuant to the Merger and the other transactions contemplated by
the Merger Agreement, each share of McNaughton common stock, par value
$0.01 per share, was converted into the right to receive 0.282 of a share
of Jones Apparel common stock, par value $0.01 per share, and $10.50 in
cash. Jones Apparel will issue approximately 2,990,500 shares of Jones
Apparel common stock and pay approximately $111,343,000 in cash in exchange
for the shares of McNaughton common stock.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Press release dated June 19, 2001, announcing the completion of
acquisition of McNaughton Apparel Group Inc. by Jones Apparel
Group, Inc.
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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 hereunto duly authorized.
JONES APPAREL GROUP, INC.
Date: June 20, 2001 By /s/ Ira M. Dansky
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Name: Ira M. Dansky
Title: General Counsel
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated June 19, 2001, announcing the completion of
acquisition of McNaughton Apparel Group Inc. by Jones Apparel
Group, Inc.