EXHIBIT 99.1
LETTER OF TRANSMITTAL
JONES APPAREL GROUP, INC.
JONES APPAREL GROUP HOLDINGS, INC.
JONES APPAREL GROUP USA, INC.
OFFER TO EXCHANGE
6.25% SENIOR NOTES DUE 2001
FOR ANY AND ALL OUTSTANDING 6.25% SENIOR NOTES DUE 2001
PURSUANT TO THE PROSPECTUS, DATED [ ]
THE EXCHANGE OFFER WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON [ ], 1999, UNLESS THE
EXCHANGE OFFER IS EXTENDED.
TO: THE CHASE MANHATTAN BANK (THE "EXCHANGE AGENT")
By Mail, Overnight Mail or Hand
Delivery before 4:30 p.m.:
The Chase Manhattan Bank
450 West 33rd Street
15th Floor
New York, New York 10001-2967
Attention: Global Trust Services
By Facsimile:
(212) 946-8161
Attention: Sheik Wiltshire
For Information or Confirmation
by Telephone:
(212) 946-3082
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A
FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES,
IS AT THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE
YOU COMPLETE THIS LETTER OF TRANSMITTAL.
The undersigned acknowledges that he or she has received the
Prospectus, dated [ ] (the "Prospectus") of Jones Apparel Group, Inc., a
Pennsylvania corporation, Jones Apparel Group Holdings, Inc., a Delaware
corporation, and Jones Apparel Group USA, Inc. a Pennsylvania corporation
(collectively, the "Company"), and this Letter of Transmittal and the
instructions hereto (the "Letter of Transmittal"), which together
constitute the Company's offer (the "Exchange Offer") to exchange $1,000
principal amount of each of its 6.25% Senior Notes due 2001 (the "Exchange
Notes") the offering of which has been registered under the Securities Act
of 1933, as amended (the
"Securities Act"), pursuant to a Registration Statement of which the
Prospectus is a part, for each $1,000 principal amount of its outstanding
6.25% Senior Notes due 2001 (the "Restricted Notes"), of which $265,000,000
aggregate principal amount is outstanding, upon the terms and subject to
the conditions set forth in the Prospectus. The term "Expiration Date"
Shall mean 5:00 p.m., New York City time, on [ ], 1999, unless the
Company, in its sole discretion, extends the Exchange Offer, in which case
the term shall mean the latest date and time to which the Exchange Offer is
extended by the Company. Capitalized terms used but not defined herein have
the meaning given to them in the Prospectus.
This Letter of Transmittal is to be used if either (1) certificates
representing Restricted Notes are to be physically delivered to the
Exchange Agent herewith by Holders (as defined below), (2) tender of
Restricted Notes is to be made by book-entry transfer to an account
maintained by the Exchange Agent at The Depository Trust Company ("DTC"),
pursuant to the procedures set forth in "The Exchange Offer--Procedures for
Tendering" in the Prospectus by any financial institution that is a
participant in DTC and whose name appears on a security position listing as
the owner of Restricted Notes or (3) tender of Restricted Notes is to be
made according to the guaranteed delivery procedures set forth in the
Prospectus under "The Exchange Offer--Guaranteed Delivery Procedures."
Delivery of this Letter of Transmittal and any other required documents
must be made to the Exchange Agent.
DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC PROCEDURES
DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The term "Holder" as used herein means any person in whose name
Restricted Notes are registered on the books of the Company or any other
person who has obtained a properly completed bond power from the registered
holder.
All Holders of Restricted Notes who wish to tender their Restricted
Notes must, prior to the Expiration Date: (1) complete, sign, and deliver
this Letter of Transmittal, or a facsimile thereof, to the Exchange Agent,
in person or to the address set forth above; and (2) tender (and not
withdraw) his or her Restricted Notes or, if a tender of Restricted Notes
is to be made by book-entry transfer to the account maintained by the
Exchange Agent at DTC, confirm such book-entry transfer (a "Book-Entry
Confirmation"), in each case in accordance with the procedures for
tendering described in the Instructions to this Letter of Transmittal.
Holders of Restricted Notes whose certificates are not immediately
available, or who are unable to deliver their certificates or Book-Entry
Confirmation and all other documents required by this Letter of Transmittal
to be delivered to the Exchange Agent on or prior to the Expiration Date,
must tender their Restricted Notes according to the guaranteed delivery
procedures set forth under the caption "The Exchange Offer--Guaranteed
Delivery Procedures" in the Prospectus. (See Instruction 2.)
Upon the terms and subject to the conditions of the Exchange Offer,
the acceptance for exchange of the Restricted Notes validly tendered and
not withdrawn and the issuance of the Exchange Notes will be made promptly
following the Expiration Date. For the purposes of the Exchange Offer, the
Company shall be deemed to have accepted for exchange validly tendered
Restricted Notes when, as and if the Company has given written notice
thereof to the Exchange Agent.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with
respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS
LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR
ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF
TRANSMITTAL AND THE NOTICE OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE
EXCHANGE AGENT. SEE INSTRUCTION 12.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR
RESTRICTED NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY
AND COMPLY WITH ALL OF ITS TERMS.
List below the Restricted Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the Certificate Numbers
and Principal Amounts should be listed on a separate signed schedule,
attached hereto. The minimum permitted tender is $1,000 in principal amount
of each of the 6.25% Senior Notes due 2001. All other tenders must be in
integral multiples of $1,000.
DESCRIPTION OF 6.25% SENIOR NOTES DUE 2001
BOX I
NAME(S) AND
ADDRESS(ES)
OF
REGISTERED
HOLDER(S)*
(PLEASE FILL
IN, IF
BLANK)
- -------------------- -------------------- -----------------------------------
(A) (B)
CERTIFICATE AGGREGATE PRINCIPAL
NUMBERS(S) AMOUNT TENDERED
(IF LESS THAN ALL)**
______________ ______________ ______________
______________ ______________ ______________
______________ ______________ ______________
TOTAL
PRINCIPAL
AMOUNT OF
RESTRICTED
NOTES
- ------------------------------------------------------------------------------
*Need not be completed by book-entry holders.
**Need not be completed by Holders who wish to tender all Restricted Notes
listed.
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
BOX II BOX III
SPECIAL REGISTRATION INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4,5 AND 6) (SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if To be completed ONLY if
certificates for Restricted Notes certificates for Restricted Notes
in a principal amount not tendered, in a principal amount not tendered,
or Exchange Notes issued in or Exchange Notes issued in
exchange for Restricted Notes exchange for Restricted Notes
accepted for exchange, are to be accepted for exchange, are to be
issued in the name of someone other delivered to someone other than the
than the undersigned. undersigned.
Issue certificate(s) to: Deliver certificate(s) to:
Name______________________________ _________________________________
(PLEASE PRINT) (PLEASE PRINT)
__________________________________ _________________________________
(PLEASE PRINT) (PLEASE PRINT)
Address___________________________ Address__________________________
__________________________________ _________________________________
(INCLUDING ZIP CODE) (INCLUDING ZIP CODE)
__________________________________ _________________________________
(TAX IDENTIFICATION OR SOCIAL (TAX IDENTIFICATION OR SOCIAL
SECURITY NUMBER) SECURITY NUMBER)
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH
THE CERTIFICATE(S) FOR RESTRICTED NOTES OR A CONFIRMATION OF BOOK-ENTRY
TRANSFER OF SUCH RESTRICTED NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR, IF
GUARANTEED DELIVERY PROCEDURES ARE TO BE COMPLIED WITH, A NOTICE OF
GUARANTEED DELIVERY, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE
EXPIRATION DATE.
[ ] CHECK HERE IF RESTRICTED NOTES ARE BEING DELIVERED BY DTC TO AN
ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution_____________________________
[ ] The Depository Trust Company
Account Number_____________________________________________
Transaction Code Number____________________________________
Holders whose Restricted Notes are not immediately available or who
cannot deliver their Restricted Notes and all other documents
required hereby to the Exchange Agent on or prior to the Expiration
Date may tender their Restricted Notes according to the guaranteed
delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures." (See
Instruction 2.)
[ ] CHECK HERE IF RESTRICTED NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name(s) of tendering Holder(s)______________________________________
Date of Execution of Notice of Guaranteed Delivery__________________
Name of Institution which Guaranteed Delivery_______________________
Transaction Code Number_____________________________________________
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS
OR SUPPLEMENTS THERETO.
Name:______________________________________________________________
Address:___________________________________________________________
If the undersigned is not a broker-dealer, the undersigned
represents that (1) it is acquiring the Exchange Notes in the ordinary
course of its business, (2) it has no arrangements or understanding with
any person, nor does it intend to engage in, a distribution (as that term
is interpreted by the SEC) of Exchange Notes and (3) it is not an affiliate
(as that term is interpreted by the SEC) of the Company. If the undersigned
is a broker-dealer that will receive Exchange Notes for its own account in
exchange for Restricted Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that
it will deliver a prospectus in connection with any resale of such Exchange
Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the
undersigned hereby tenders to Jones Apparel Group, Inc., Jones Apparel
Group Holdings, Inc. and Jones Apparel Group USA, Inc. (collectively, the
"Company") the principal amount of Restricted Notes indicated above.
Subject to and effective upon the acceptance for exchange of the
principal amount of Restricted Notes tendered hereby in accordance with
this Letter of Transmittal, the undersigned sells, assigns and transfers
to, or upon the order of, the Company all right, title and interest in and
to the Restricted Notes tendered hereby. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as its agent and
attorney-in-fact (with full knowledge that the Exchange Agent also acts as
the agent of the Company and as Trustee and Registrar under the Indenture
for the Restricted Notes and the Exchange Notes) with respect to the
tendered Restricted Notes with full power of substitution (such power of
attorney being deemed an irrevocable power coupled with an interest),
subject only to the right of withdrawal described in the Prospectus, to (1)
deliver certificates for such Restricted Notes to the Company or transfer
ownership of such Restricted Notes on the account books maintained by DTC,
together, in either such case, with all accompanying evidences of transfer
and authenticity to, or upon the order of, the Company and (2) present such
Restricted Notes for transfer on the
books of the Company and receive all benefits and otherwise exercise all
rights of beneficial ownership of such Restricted Notes, all in accordance
with the terms of the Exchange Offer.
The undersigned acknowledges that the Exchange Offer is being made
in reliance upon interpretative advice given by the staff of the SEC to
third parties in connection with transactions similar to the Exchange
Offer, so that the Exchange Notes issued pursuant to the Exchange Offer in
exchange for the Restricted Notes may be offered for resale, resold and
otherwise transferred by holders thereof (other than a broker-dealer who
purchased such Restricted Notes directly from the Company for resale
pursuant to Rule 144A, Regulation S or any other available exemption under
the Securities Act or a person that is an "affiliate" of the Company within
the meaning of Rule 405 under the Securities Act) without compliance with
the registration and prospectus delivery provisions of the Securities Act,
provided that such Exchange Notes are acquired in the ordinary course of
such holders' business and such holders are not participating, do not
intend to participate and have no arrangement or understanding with any
person to participate, in the distribution of such Exchange Notes.
The undersigned agrees that acceptance of any tendered Restricted
Notes by the Company and the issuance of Exchange Notes in exchange
therefor shall constitute performance in full by the Company of its
obligations under the Exchange and Registration Rights Agreement (as
defined in the Prospectus) and that, upon the issuance of the Exchange
Notes, the Company will have no further obligations or liabilities
thereunder (except in certain limited circumstances).
The undersigned represents and warrants that (1) the Exchange Notes
acquired pursuant to the Exchange Offer are being acquired in the ordinary
course of business of the person receiving Exchange Notes (which shall be
the undersigned unless otherwise indicated in the box entitled "Special
Delivery Instructions" above) (the "Recipient"), (2) neither the
undersigned nor the Recipient (if different) is engaged in, intends to
engage in or has any arrangement or understanding with any person to
participate in the distribution (as that term is interpreted by the SEC) of
such Exchange Notes, and (3) neither the undersigned nor the Recipient (if
different) is an "affiliate" of the Company as defined in Rule 405 under
the Securities Act.
If the undersigned is a broker-dealer, the undersigned further (1)
represents that it acquired Restricted Notes for the undersigned's own
account as a result of market-making activities or other trading
activities, (2) represents that it has not entered into any arrangement or
understanding with the Company or any "affiliate" of the Company (within
the meaning of Rule 405 under the Securities Act) to distribute the
Exchange Notes to be received in the Exchange Offer and (3) acknowledges
that it will deliver a prospectus meeting the requirements of the
Securities Act (for which purposes, the delivery of the Prospectus, as the
same may be hereafter supplemented or amended, shall be sufficient) in
connection with any resale of Exchange Notes received in the Exchange
Offer. Such a broker-dealer will not be deemed, solely by reason of such
acknowledgment and prospectus delivery, to admit that it is an
"underwriter" within the meaning of the Securities Act.
The undersigned understands and agrees that the Company reserves the
right not to accept tendered Restricted Notes from any tendering holder if
the Company determines, in its sole and absolute discretion, that such
acceptance could result in a violation of applicable securities laws.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, exchange, assign and transfer the
Restricted Notes tendered hereby and to acquire Exchange Notes issuable
upon the exchange of such tendered Restricted Notes, and that, when the
same are accepted for exchange, the Company will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim. The
undersigned also warrants that it will, upon request, execute and deliver
any additional documents deemed to be necessary or desirable by the
Exchange Agent or the Company in order to complete the exchange, assignment
and transfer of tendered Restricted Notes or transfer of ownership of such
Restricted Notes on the account books maintained by a book-entry transfer
facility.
The undersigned understands and acknowledges that the Company
reserves the right in its sole discretion to purchase or make offers for
any Restricted Notes that remain outstanding subsequent to the Expiration
Date or, as set forth in the Prospectus under the caption "The Exchange
Offer--Procedures for Tendering," to terminate the Exchange Offer and, to
the extent permitted by applicable law, purchase Restricted Notes in the
open market, in privately negotiated transactions or otherwise. The terms
of any such purchases or offers could differ from the terms of the Exchange
Offer.
The undersigned understands that the Company may accept the
undersigned's tender by delivering written notice of acceptance to the
Exchange Agent, at which time the undersigned's right to withdraw such
tender will terminate. For purposes of the Exchange Offer, the Company
shall be deemed to have accepted validly tendered Restricted Notes when, as
and if the Company has given oral (which shall be confirmed in writing) or
written notice thereof to the Exchange Agent.
The undersigned understands that the first interest payment
following the Expiration Date will include unpaid interest on the
Restricted Notes accrued through the date of issuance of the Exchange
Notes.
The undersigned understands that tenders of Restricted Notes
pursuant to the procedures described under the caption "The Exchange
Offer--Procedures for Tendering" in the Prospectus and in the instructions
hereto will constitute a binding agreement between the undersigned, the
Company and the Exchange Agent in accordance with the terms and subject to
the conditions of the Exchange Offer.
If any tendered Restricted Notes are not accepted for exchange
pursuant to the Exchange Offer for any reason, certificates for any such
unaccepted Restricted Notes will be returned (except as noted below with
respect to tenders through DTC), at the Company's cost and expense, to the
undersigned at the address shown below or at a different address as may be
indicated herein under "Special Delivery Instructions" as promptly as
practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding on the undersigned's heirs, personal
representatives, successors and assigns. This tender may be withdrawn only
in accordance with the procedures set forth in this Letter of Transmittal.
By acceptance of the Exchange Offer, each broker-dealer that
receives Exchange Notes pursuant to the Exchange Offer hereby acknowledges
and agrees that upon the receipt of notice by the Company of the happening
of
any event that makes any statement in the Prospectus untrue in any material
respect or that requires the making of any changes in the Prospectus in
order to make the statements therein not misleading (which notice the
Company agrees to deliver promptly to such broker-dealer), such
broker-dealer will suspend use of the Prospectus until the Company has
amended or supplemented the Prospectus to correct such misstatement or
omission and has furnished copies of the amended or supplemented prospectus
to such broker-dealer.
Unless otherwise indicated under "Special Registration
Instructions," please issue the certificates representing the Exchange
Notes issued in exchange for the Restricted Notes accepted for exchange and
return any certificates for Restricted Notes not tendered or not exchanged,
in the name(s) of the undersigned (or, in either such event in the case of
Restricted Notes tendered by DTC, by credit to the account at DTC).
Similarly, unless otherwise indicated under "Special Delivery
Instructions," please send the certificates representing the Exchange Notes
issued in exchange for the Restricted Notes accepted for exchange and any
certificates for Restricted Notes not tendered or not exchanged (and
accompanying documents, as appropriate) to the undersigned at the address
shown below the undersigned's signature(s), unless, in either event, tender
is being made through DTC. In the event that both "Special Registration
Instructions" and "Special Delivery Instructions" are completed, please
issue the certificates representing the Exchange Notes issued in exchange
for the Restricted Notes accepted for exchange in the name(s) of, and
return any certificates for Restricted Notes not tendered or not exchanged
to, the person(s) so indicated. The undersigned understands that the
Company has no obligations pursuant to the "Special Registration
Instructions" or "Special Delivery Instructions" to transfer any Restricted
Notes from the name of the registered Holder(s) thereof if the Company does
not accept for exchange any of the Restricted Notes so tendered.
Holders who wish to tender the Restricted Notes and (1) whose
Restricted Notes are not immediately available or (2) who cannot deliver
their Restricted Notes, this Letter of Transmittal or any other documents
required hereby to the Exchange Agent prior to the Expiration Date, may
tender their Restricted Notes according to the guaranteed delivery
procedures set forth in the Prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedures." See Instruction 1 regarding the
completion of the Letter of Transmittal.
PLEASE SIGN HERE WHETHER OR NOT
RESTRICTED NOTES ARE BEING PHYSICALLY TENDERED HEREBY
AND WHETHER OR NOT TENDER IS TO BE MADE
PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES
This Letter of Transmittal must be signed by the registered
holder(s) as their name(s) appear on the Restricted Notes or, if tendered
by a participant in DTC, exactly as such participant's name appears on a
security listing as the owner of Restricted Notes, or by person(s)
authorized to become registered holder(s) by a properly completed bond
power from the registered holder(s), a copy of which must be transmitted
with this Letter of Transmittal. If Restricted Notes to which this Letter
of Transmittal relate are held of record by two or more joint holders, then
all such holders must sign this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative
capacity, then such person must (1) set forth his or her full title below
and (2) unless waived by the Company, submit evidence satisfactory to the
Company of such person's authority so to act. (See Instruction 4.)
X------------------------------- ------------------------------
DATE
X------------------------------- ------------------------------
DATE
Signature(s) of Holder(s) or
Authorized Signatory
Name(s): Address:
------------------------ ---------------------------
Name(s): Address:
------------------------ ---------------------------
PLEASE PRINT (INCLUDING ZIP CODE)
Capacity: Telephone Number:
------------------------ ------------------
(INCLUDING AREA CODE)
Social Security No.
-------------
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
BOX IV
SIGNATURE GUARANTEE (SEE INSTRUCTION 1)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
- -----------------------------------------------------------------------------
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
- -----------------------------------------------------------------------------
(FIRM ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NO. (INCLUDING AREA CODE))
- -----------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
- -----------------------------------------------------------------------------
(PRINTED NAME)
- -----------------------------------------------------------------------------
(TITLE)
Date:
-------------------
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Guarantee of Signatures. Signatures on this Letter of Transmittal
need not be guaranteed if (a) this Letter of Transmittal is signed by the
registered holder(s) of the Restricted Notes tendered herewith and such
holder(s) have not completed the box set forth herein entitled "Special
Registration Instructions" or the box entitled "Special Delivery
Instructions" or (b) such Restricted Notes are tendered for the account of
a member firm of a registered national securities exchange or of the
National Association of Securities Dealers, Inc. or a commercial bank or
trust company having an office or correspondent in the United States (each,
an "Eligible Institution"). (See Instruction 6.) Otherwise, all signatures
on this Letter of Transmittal or a notice of withdrawal, as the case may
be, must be guaranteed by an Eligible Institution. All signatures on bond
powers and endorsements on certificates must also be guaranteed by an
Eligible Institution.
2. Delivery of this Letter of Transmittal and Restricted Notes.
Certificates for all physically delivered Restricted Notes or confirmation
of any book-entry transfer to the Exchange Agent at DTC of Restricted Notes
tendered by book-entry transfer, as well as, in each case (including cases
where tender is affected by book-entry transfer), a properly completed and
duly executed copy of this Letter of Transmittal or facsimile hereof and
any other documents required by this Letter of Transmittal, must be
received by the Exchange Agent at its address set forth herein prior to
5:00 p.m., New York City time, on the Expiration Date. The method of
delivery of the tendered Restricted Notes, this Letter of Transmittal and
all other required documents to the Exchange Agent is at the election and
risk of the Holder and the delivery will be deemed made only when actually
received by the Exchange Agent. If Restricted Notes are sent by mail,
registered mail with return receipt requested, properly insured, is
recommended. In all cases, sufficient time should be allowed to ensure
timely delivery. No Letter of Transmittal or Restricted Notes should be
sent to the Company.
The Exchange Agent will make a request to establish an account with
respect to the Restricted Notes at DTC for purposes of the Exchange Offer
promptly after receipt of this Prospectus, and any financial institution
that is a participant in DTC may make book-entry delivery of Restricted
Notes by causing DTC to transfer such Restricted Notes into the Exchange
Agent's account at DTC in accordance with DTC's procedures for transfer.
However, although delivery of Restricted Notes may be effected through
book-entry transfer at DTC, the Letter of Transmittal, with any required
signature guarantees or an Agent's Message (as defined in the next
paragraph) in connection with a book-entry transfer and any other required
documents, must, in any case, be transmitted to and received by the
Exchange Agent at the address specified on the cover page of the Letter of
Transmittal on or prior to the Expiration Date or the guaranteed delivery
procedures described below must be complied with.
A Holder may tender Restricted Notes that are held through DTC by
transmitting its acceptance through DTC's Automatic Tender Offer Program,
for which the transaction will be eligible, and DTC will then edit and
verify the acceptance and send an Agent's Message to the Exchange Agent
for its acceptance. The term "Agent's Message" means a message transmitted
by DTC to, and received by, the Exchange Agent and forming part of the
Book-Entry Confirmation, which states that DTC has received an express
acknowledgment from each participant in DTC tendering the Restricted Notes
and that such participant has received the Letter of Transmittal and agrees
to be bound by the terms of the Letter of Transmittal and the Company may
enforce such agreement against such participant.
Holders who wish to tender their Restricted Notes and (1) whose
Restricted Notes are not immediately available, or (2) who cannot deliver
their Restricted Notes, this Letter of Transmittal or any other documents
required hereby to the Exchange Agent prior to the Expiration Date or
comply with book-entry transfer procedures on a timely basis must tender
their Restricted Notes according to the guaranteed delivery procedures set
forth in the Prospectus. See "Exchange Offer--Guaranteed Delivery
Procedures." Pursuant to such procedure: (1) such tender must be made by or
through an Eligible Institution; (2) prior to the Expiration Date, the
Exchange Agent must have received from the Eligible Institution a properly
completed and duly executed Notice of Guaranteed Delivery (by facsimile
transmission, overnight courier, mail or hand delivery) setting forth the
name and address of the Holder of the Restricted Notes, the certificate
number or numbers of such Restricted Notes and the principal amount of
Restricted Notes tendered, stating that the tender is being made thereby
and guaranteeing that, within three New York Stock Exchange trading days
after the Expiration Date, this Letter of Transmittal (or facsimile hereof)
together with the certificate(s) representing the Restricted Notes and any
other required documents will be deposited by the Eligible Institution with
the Exchange Agent; and (3) such properly completed and executed Letter of
Transmittal (or facsimile hereof), as well as all other documents required
by this Letter of Transmittal and the certificate(s) representing all
tendered Restricted Notes in proper form for transfer (or a confirmation of
book-entry transfer of such Restricted Notes into the Exchange Agent's
account at DTC), must be received by the Exchange Agent within three New
York Stock Exchange trading days after the Expiration Date, all in the
manner provided in the Prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedures." Any Holder who wishes to tender his
or her Restricted Notes pursuant to the guaranteed delivery procedures
described above must ensure that the Exchange Agent receives the Notice of
Guaranteed Delivery prior to 5:00 p.m., New York City time, on the
Expiration Date. Upon request to the Exchange Agent, a Notice of Guaranteed
Delivery will be sent to Holders who wish to tender their Restricted Notes
according to the guaranteed delivery procedures set forth above.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Restricted Notes, and withdrawal of
tendered Restricted Notes will be determined by the Company in its sole
discretion, which determination will be final and binding. All tendering
holders, by execution of this Letter of Transmittal (or facsimile thereof),
shall waive any right to receive notice of the acceptance of the Restricted
Notes for exchange. The Company reserves the absolute right to reject any
and all Restricted Notes not properly tendered or any Restricted Notes the
Company's acceptance of which would, in the opinion of counsel for the
Company, be unlawful. The Company also reserves the right to waive any
irregularities or conditions of tender as to particular Restricted Notes.
The Company's interpretation of the terms and conditions of the Exchange
Offer (including the instructions in this Letter of Transmittal) shall be
final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Restricted Notes must be cured
within such time as the Company shall
determine. Neither the Company, the Exchange Agent nor any other person
shall be under any duty to give notification of defects or irregularities
with respect to tenders of Restricted Notes, nor shall any of them incur
any liability for failure to give such notification. Tenders of Restricted
Notes will not be deemed to have been made until such defects or
irregularities have been cured to the Company's satisfaction or waived. Any
Restricted Notes received by the Exchange Agent that are not properly
tendered and as to which the defects or irregularities have not been cured
or waived will be returned by the Exchange Agent to the tendering Holders
pursuant to the Company's determination, unless otherwise provided in this
Letter of Transmittal as soon as practicable following the Expiration Date.
The Exchange Agent has no fiduciary duties to the Holders with respect to
the Exchange Offer and is acting solely on the basis of directions of the
Company.
3. Inadequate Space. If the space provided is inadequate, the
certificate numbers and/or the number of Restricted Notes should be listed
on a separate signed schedule attached hereto.
4. Tender by Holder. Only a Holder of Restricted Notes may tender such
Restricted Notes in the Exchange Offer. Any beneficial owner of Restricted
Notes who is not the registered Holder and who wishes to tender should
arrange with such registered holder to execute and deliver this Letter of
Transmittal on such beneficial owner's behalf or must, prior to completing
and executing this Letter of Transmittal and delivering his or her
Restricted Notes, either make appropriate arrangements to register
ownership of the Restricted Notes in such beneficial owner's name or obtain
a properly completed bond power from the registered holder or properly
endorsed certificates representing such Restricted Notes.
5. Partial Tenders; Withdrawals. Tenders of Restricted Notes will be
accepted only in integral multiples of $1,000. If less than the entire
principal amount of any Restricted Notes is tendered, the tendering Holder
should fill in the principal amount tendered in the third column of the box
entitled "Description of 6.25% Senior Notes due 2001" above. The entire
principal amount of any Restricted Notes delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated. If the
entire principal amount of all Restricted Notes is not tendered, then
Restricted Notes for the principal amount of Restricted Notes not tendered
and a certificate or certification representing Exchange Notes issued in
exchange for any Restricted Notes accepted will be sent to the Holder at
his or her registered address, unless a different address is provided in
the "Special Delivery Instructions" box above on this Letter of Transmittal
or unless tender is made through DTC, promptly after the Restricted Notes
are accepted for exchange.
Except as otherwise provided herein, tenders of Restricted Notes may
be withdrawn at any time prior to 5:00 p.m., New York City time, on the
Expiration Date. To withdraw a tender of Restricted Notes in the Exchange
Offer, a written or facsimile transmission notice of withdrawal must be
received by the Exchange Agent at its address set forth herein prior to
5:00 p.m., New York City time, on the Expiration Date. Any such notice of
withdrawal must (1) specify the name of the person having deposited the
Restricted Notes to be withdrawn (the "Depositor"), (2) identify the
Restricted Notes to be withdrawn (including the certificate number or
numbers and principal amount of such Restricted Notes, or, in the case of
Restricted Notes transferred by book-entry transfer the name and number of
the account at DTC to be credited), (3) be signed by the Depositor in the
same manner as the original signature on the Letter of Transmittal by which
such Restricted Notes were tendered (including any required signature
guarantees) or be accompanied by documents of transfer sufficient to have
the Registrar with respect to the Restricted Notes
register the transfer of such Restricted Notes into the name of the person
withdrawing the tender and (4) specify the name in which any such
Restricted Notes are to be registered, if different from that of the
Depositor. All questions as to the validity, form and eligibility
(including time of receipt) of such notices will be determined by the
Company, whose determination shall be final and binding on all parties. Any
Restricted Notes so withdrawn will be deemed not to have been validly
tendered for purposes of the Exchange Offer and no Exchange Notes will be
issued with respect thereto unless the Restricted Notes so withdrawn are
validly retendered. Any Restricted Notes which have been tendered but which
are not accepted for exchange by the Company will be returned to the Holder
thereof without cost to such Holder as soon as practicable after
withdrawal, rejection of tender or termination of the Exchange Offer.
Properly withdrawn Restricted Notes may be retendered by following one of
the procedures described in the Prospectus under "The Exchange
Offer--Procedures for Tendering" at any time prior to the Expiration Date.
6. Signatures on the Letter of Transmittal; Bond Powers and
Endorsements. If this Letter of Transmittal (or facsimile hereof) is signed
by the registered holder(s) of the Restricted Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the
Restricted Note without alteration, enlargement or any change whatsoever.
If any of the Restricted Notes tendered hereby are owned of record by
two or more joint owners, all such owners must sign this Letter of
Transmittal.
If a number of Restricted Notes registered in different names are
tendered, it will be necessary to complete, sign and submit as many copies
of this Letter of Transmittal as there are different registrations of
Restricted Notes.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders (which term, for the purposes described
herein, shall include a book-entry transfer facility whose name appears on
a security listing as the owner of the Restricted Notes) of Restricted
Notes tendered and the certificate or certificates for Exchange Notes
issued in exchange therefor is to be issued (or any untendered principal
amount of Restricted Notes to be reissued) to the registered Holder, then
such Holder need not and should not endorse any tendered Restricted Notes,
nor provide a separate bond power. In any other case, such Holder must
either properly endorse the Restricted Notes tendered or transmit a
properly completed separate bond power with this Letter of Transmittal with
the signatures on the endorsement or bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a
person other than the registered Holder or Holders of any Restricted Notes
listed, such Restricted Notes must be endorsed or accompanied by
appropriate bond powers in each case signed as the name of the registered
Holder or Holders appears on the Restricted Notes.
If this Letter of Transmittal (or facsimile hereof) or any Restricted
Notes or bond powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, or officers of corporations or others acting
in a fiduciary or representative capacity, such persons should so indicate
when signing, and unless waived by the Company, evidence satisfactory to
the Company of their authority so to act must be submitted with this Letter
of Transmittal.
Endorsements on Restricted Notes or signatures on bond powers required
by this Instruction 6 must be guaranteed by an Eligible Institution.
7. Special Registration and Delivery Instructions. Tendering Holders
should indicate, in the applicable box or boxes, the name and address to
which Exchange Notes or substitute Restricted Notes for principal amounts
not tendered or not accepted for exchange are to be issued or sent, if
different from the name and address of the person signing this Letter of
Transmittal. In the case of issuance in a different name, the taxpayer
identification or social security number of the person named must also be
indicated.
8. Backup Federal Income Tax Withholding and Substitute Form W-9.
Under the federal income tax laws, payments that may be made by the Company
on account of Exchange Notes issued pursuant to the Exchange Offer may be
subject to backup withholding at the rate of 31%. In order to avoid such
backup withholding, each tendering holder should compete and sign the
Substitute Form W-9 included in this Letter of Transmittal and either (a)
provide the correct taxpayer identification number ("TIN") and certify,
under penalties of perjury, that the TIN provided is correct and that (1)
the Holder has not been notified by the Internal Revenue Service the
("IRS") that the Holder is subject to backup withholding as a result of
failure to report all interest or dividends or (2) the IRS has notified the
Holder that the Holder is no longer subject to backup withholding; or (b)
provide an adequate basis for exemption. If the tendering Holder has not
been issued a TIN and has applied for one, or intends to apply for one in
the near future, such Holder should write "Applied For" in the space
provided for the TIN in Part I of the Substitute Form W-9, sign and date
the Substitute Form W-9 and sign the Certificate of Payee Awaiting Taxpayer
Identification Number. If "Applied For" is written in Part I, the Company
(or the Paying Agent under the Indenture governing the Exchange Notes)
shall retain 31% of payments made to the tendering Holder during the 60-day
period following the date of the Substitute Form W-9. If the Holder
furnishes the Exchange Agent or the Company with its TIN within 60 days
after the date of the Substitute Form W-9, the Company (or the Paying
Agent) shall remit such amounts retained during the 60-day period to the
Holder and no further amounts shall be retained or withheld from payments
made to the Holder thereafter. If, however, the Holder has not provided the
Exchange Agent or the Company with its TIN within such 60-day period, the
Company (or the Paying Agent) shall remit such previously retained amounts
to the IRS as backup withholding. In general, if a Holder is an individual,
the TIN is the Social Security number of such individual. If the Exchange
Agent or the Company are not provided with the correct TIN, the Holder may
be subject to a $50 penalty imposed by the Internal Revenue Service.
Certain Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, such Holder must submit a statement (generally, IRS Form
W-8), signed under penalties of perjury, attesting to that individual's
exempt status. Such statements can be obtained from the Exchange Agent. For
further information concerning backup withholding and instructions for
completing the Substitute Form W-9 (including how to obtain a taxpayer
identification number if you do not have one and how to complete the
Substitute Form W-9 if Restricted Notes are registered in more than one
name), consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9. Failure to complete the
Substitute Form W-9 will not, by itself, cause Restricted Notes to be
deemed invalidly tendered, but may require the Company (or the Paying
Agent) to withhold 31% of the amount of any payments made on account of the
Exchange Notes. Backup withholding is not an additional federal income tax.
Rather, the federal
income tax liability of a person subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained from the IRS.
9. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Restricted Notes pursuant to the Exchange
Offer. If, however, certificates representing Exchange Notes or Restricted
Notes for principal amounts not tendered or accepted for exchange are to be
delivered to, or are to be registered in the name of, any person other than
the registered Holder of the Restricted Notes tendered hereby, or if
tendered Restricted Notes are registered in the name of a person other than
the person signing this Letter of Transmittal, or if a transfer tax is
imposed for any reason other than the exchange of Restricted Notes pursuant
to the Exchange Offer, then the amount of any such transfer taxes (whether
imposed on the registered Holder or on any other persons) will be payable
by the tendering Holder. If satisfactory evidence of payment of such taxes
or exemption therefrom is not submitted with this Letter of Transmittal,
the amount of such transfer taxes will be billed directly to such tendering
Holder. See the Prospectus under "The Exchange Offer--Solicitation of
Tenders; Fees and Expenses."
Except as provided in this Instruction 9, it will not be necessary for
transfer tax stamps to be affixed to the Restricted Notes listed in this
Letter of Transmittal.
10. Waiver of Conditions. The Company reserves the right, in its sole
discretion, to amend, waive or modify specified conditions in the Exchange
Offer in the case of any Restricted Notes tendered.
11. Mutilated, Lost, Stolen or Destroyed Restricted Notes. Any
tendering Holder whose Restricted Notes have been mutilated, lost, stolen
or destroyed should contact the Exchange Agent at the address indicated
herein for further instructions.
12. Requests for Assistance, Copies. Requests for assistance and
requests for additional copies of the Prospectus or this Letter of
Transmittal may be directed to the Exchange Agent at the address specified
in the Prospectus. Holders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning
the Exchange Offer.
(DO NOT WRITE IN SPACE BELOW)
CERTIFICATE SURRENDERED RESTRICTED NOTES TENDERED RESTRICTED NOTES ACCEPTED
- ----------------------- ---------------------- ----------------------
- ----------------------- ---------------------- ----------------------
Received__________ Accepted by__________ Checked by_________ Delivery
Prepared by__________ Checked by__________ Date__________
IMPORTANT TAX INFORMATION
Under federal income tax laws, a Holder whose tendered Restricted
Notes are accepted for payment is required to provide the Exchange Agent
(as payer) with such Holder's correct TIN on Substitute Form W-9 below or
otherwise establish a basis for exemption from backup withholding. If such
Holder is an individual, the TIN is his social security number. If the
Exchange Agent is not provided with the correct TIN, a $50
penalty may be imposed by the Internal Revenue Service, and payments made
pursuant to the Exchange Offer may be subject to backup withholding.
Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on
Substitute Form W-9. A foreign person may qualify as an exempt recipient by
submitting to the Exchange Agent a properly completed Internal Revenue
Service Form W-8, signed under penalties of perjury, attesting to that
Holder's exempt status. A Form W-8 can be obtained from the Exchange Agent.
See the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional instructions.
If backup withholding applies, the Exchange Agent is required to
withhold 31% of any payments made to the Holder or other payee. Backup
withholding is not an additional federal income tax. Rather, the federal
income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained from the Internal Revenue
Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made with respect to the
Exchange Offer, the Holder is required to provide the Exchange Agent with
either (a) the Holder's correct TIN by completing the form below,
certifying that the TIN provided on Substitute Form W-9 is correct (or that
such Holder is awaiting a TIN) and that (1) the Holder has been notified by
the Internal Revenue Service that the Holder is subject to backup
withholding as a result of failure to report all interest or dividends or
(2) the Internal Revenue Service has notified the Holder that the Holder is
no longer subject to backup withholding or (b) an adequate basis for
exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the TIN (e.g.,
social security number or employer identification number) of the registered
Holder of the Restricted Notes. If the Restricted Notes are held in more
than one name or are held not in the name of the actual owner, consult the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional guidance on which number to report.
CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a Taxpayer Identification
Number has not been issued to me, and that I mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administration Office
(or I intend to mail or deliver an application in the near future). I
understand that if I do not provide a Taxpayer Identification Number to the
payer, 31% of all payments made to me on account of the Exchange Notes
shall be retained until I provide a Taxpayer Identification Number within
60 days, such retained amounts shall be remitted to the Internal Revenue
Service as backup withholding and 31% of all reportable payments made to me
thereafter will be withheld and remitted to the Internal Revenue Service
until I provide a Taxpayer Identification Number.
SIGNATURE _________________________________DATE
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE
EXCHANGE NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM
W-9 FOR ADDITIONAL DETAILS.
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PAYER'S NAME: JONES APPAREL GROUP, INC.
JONES APPAREL GROUP HOLDINGS, INC. or
JONES APPAREL GROUP USA, INC.
SUBSTITUTE PART I--TAXPAYER SOCIAL SECURITY
FORM W-9 IDENTIFICATION NUMBER
NUMBER (TIN)
-------------------
OR
DEPARTMENT OF THE ENTER YOUR TIN IN EMPLOYEE
TREASURY INTERNAL THE APPROPRIATE BOX. IDENTIFICATION
REVENUE SERVICE FOR INDIVIDUALS, NUMBER
THIS IS YOUR SOCIAL
SECURITY NUMBER --------------------
(SSN). FOR SOLE
PROPRIETORS, SEE THE
INSTRUCTIONS IN THE
ENCLOSED GUIDELINES.
FOR OTHER ENTITIES,
IT IS YOUR EMPLOYER
IDENTIFICATION
NUMBER (EIN). IF
YOU DO NOT HAVE A
NUMBER, SEE HOW TO
GET A TIN IN THE
ENCLOSED GUIDELINES.
REQUEST FOR TAXPAYER
IDENTIFICATION
NUMBER AND
CERTIFICATION
NOTE: IF THE
ACCOUNT IS IN MORE
THAT ONE NAME, SEE
THE CHART ON PAGE 2
OF THE ENCLOSED
GUIDELINES ON WHOSE
NUMBER TO ENTER.
------------------------------------------------
PART II-FOR PAYEES EXEMPT FOR BACKUP WITHHOLDING
(See Part II instructions in the enclosed
Guidelines.)
- ------------------------------------------------------------------------
PART III--CERTIFICATION-- UNDER PENALTIES OF PERJURY, I CERTIFY THAT;
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or (c) the
IRS has notified me that I am no longer subject to backup
withholding.
Signature __________________________________ Date ______, 1999
CERTIFICATION INSTRUCTIONS--You must cross out item 2 above if you have
been notified by the IRS that you are currently subject to backup
withholding because of underreporting interest or dividends on your tax
return. For real estate transactions, item 2 does not apply. For mortgage
interest paid, the acquisition or abandonment of secured property,
cancelation of debt, contributions to an individual retirement arrangement
(IRA), and generally payments other than interest and dividends, you are
not required to sign the Certification, but you must provide your correct
TIN.