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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 1, 1999
Jones Apparel Group, Inc.
(Exact name of registrant as specified in its charter)
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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 since last report)
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Item 5. Other Events.
On January 1, 1999, Jones Apparel Group, Inc. (the
"Company") consummated a corporate reorganization (the "Asset
Drop-Down Transaction"), which the Company believes will
provide certain tax benefits. Under the Asset Drop-Down
Transaction, the Company transferred all operations which it
had previously directly conducted to a new wholly owned
subsidiary, Jones Apparel Group USA, Inc. ("Jones USA"), a
Pennsylvania corporation. In addition, the Company formed
another new wholly owned subsidiary, Jones Apparel Group
Holdings, Inc. ("Jones Holdings"), a Delaware corporation.
Jones Holdings serves as an intermediate holding company,
immediately above Jones USA and immediately below the
Company, and holds the interests, either directly or
indirectly, in all the Company's other subsidiaries.
As a result of the Asset Drop-Down Transaction:
o The Company is the parent holding company and
holds 100% of the equity in Jones Holdings;
o Jones Holdings is an intermediate holding
company and the only direct subsidiary of the
Company;
o Jones Holdings holds 100% of the equity in
Jones USA; and
o The Company's other subsidiaries have become
either direct or indirect subsidiaries of
Jones Holdings.
Concurrently with the consummation of the Asset
Drop-Down Transaction, Jones USA assumed the role of obligor
of the Company's Senior Notes due 2001, with the Company
remaining and Jones Holdings becoming co-obligors of the
Senior Notes. In addition, Jones USA assumed the role of
obligor under the Company's Senior Credit Facilities, with
the Company remaining and Jones Holdings becoming co-obligors
under the Senior Credit Facilities. It is expected that Jones
USA will make all payments in connection with the Senior
Notes and the Senior Credit Facilities.
The exhibits described below are being provided in
connection with the Company's Registration Statement on Form
S-4 for its Senior Notes due 2001.
Exhibit 99.1 contains consolidated financial
statements of the Company for each of the three fiscal years
in the period ended December 31, 1997 (the "Company Annual
Financial Statements"). THE COMPANY ANNUAL FINANCIAL
STATEMENTS, WHICH INCLUDE THE OPINION OF BDO SEIDMAN, LLP,
THE COMPANY'S INDEPENDENT ACCOUNTANTS, ARE IDENTICAL TO THE
CORRESPONDING FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER
31, 1997, EXCEPT THAT A NEW NOTE NUMBER 17, CONTAINING
SUMMARIZED FINANCIAL INFORMATION FOR JONES USA, HAS BEEN
ADDED. The Company Annual Financial Statements are hereby
incorporated by reference.
Exhibit 99.2 contains unaudited condensed
consolidated financial statements of the Company for the nine
months ended September 27, 1998 (the "Company Nine-Month
Financial Statements"). THE COMPANY NINE-MONTH FINANCIAL
STATEMENTS ARE IDENTICAL TO THE CORRESPONDING FINANCIAL
STATEMENTS CONTAINED IN THE COMPANY'S QUARTERLY REPORT ON
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 27, 1998,
EXCEPT THAT A NEW NOTE NUMBER 7, CONTAINING SUMMARIZED
FINANCIAL INFORMATION FOR JONES USA, HAS BEEN ADDED. The
Company Nine-Month Financial Statements are hereby
incorporated by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 Consolidated financial statements of the
Company for each of the three fiscal years in
the period ended December 31, 1997
Exhibit 99.2 Condensed consolidated financial statements of
the Company for the nine months ended
September 27, 1998
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
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Wesley R. Card
Chief Financial Officer
January , 1999
EXHIBIT LIST
Exhibit 99.1 Consolidated financial statements of the
Company for each of the three fiscal years in
the period ended December 31, 1997
Exhibit 99.2 Condensed consolidated financial statements of
the Company for the nine months ended
September 27, 1998