EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR 6.25% SENIOR NOTES DUE 2001
OF
JONES APPAREL GROUP, INC.,
JONES APPAREL GROUP HOLDINGS, INC. AND
JONES APPAREL GROUP USA, INC.
As set forth in the Prospectus dated (the "Prospectus") of Jones
Apparel Group, Inc., Jones Apparel Group Holdings, Inc. and Jones Apparel
Group USA, Inc. (collectively, the "Company") and in the Letter of
Transmittal (the "Letter of Transmittal"), this form or a form
substantially equivalent to this form must be used to accept the Exchange
Offer (as defined below) if the certificates for the outstanding 6.25%
Senior Notes due 2001 (the "Restricted Notes") of the Company and all other
documents required by the Letter of Transmittal cannot be delivered to the
Exchange Agent by the expiration of the Exchange Offer or compliance with
book-entry transfer procedures cannot be effected on a timely basis. Such
form may be delivered by hand or transmitted by facsimile transmission,
telex or mail to the Exchange Agent no later than the Expiration Date, and
must include a signature guarantee by an Eligible Institution as set forth
below. Capitalized terms used herein but not defined herein have the
meanings ascribed thereto in the Prospectus.
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, NY 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 THE LETTER OF TRANSMITTAL CAREFULLY BEFORE
YOU COMPLETE THIS NOTICE OF GUARANTEED DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution under the instruction thereto, such
signatures must appear in the applicable space provided on the Letter of
Transmittal for Guarantee of Signature(s).
Ladies and Gentlemen:
The undersigned acknowledges receipt of the Prospectus and the related
Letter of Transmittal which describes the Company's offer (the "Exchange
Offer") to exchange $1,000 in principal amount of new 6.25% Senior Notes
due 2001 (the "Exchange Notes") for each $1,000 in principal amount of
Restricted Notes.
The undersigned hereby tenders to the Company the aggregate principal
amount of Restricted Notes set forth below on the terms and conditions set
forth in the Prospectus and the related Letter of Transmittal pursuant to
the guaranteed delivery procedure set forth in the "The Exchange
Offer-Guaranteed Delivery Procedures" section in the Prospectus and the
accompanying Letter of Transmittal.
The undersigned understands that no withdrawal of a tender of
Restricted Notes may be made on or after the Expiration Date. The
undersigned understands that for a withdrawal of a tender of Restricted
Notes to be effective, a written notice of withdrawal that complies with
the requirements of the Exchange Offer must be timely received by the
Exchange Agent at one of its addresses specified on the cover of this
Notice of Guaranteed Delivery prior to the Expiration Date.
The undersigned understands that the exchange of Restricted Notes for
Exchange Notes pursuant to the Exchange Offer will be made only after
timely receipt by the Exchange Agent of (1) such Restricted Notes (or
Book-Entry Confirmation of the transfer of such Restricted Notes into the
Exchange Agent's account at The Depository Trust Company ("DTC")) and (2) a
Letter of Transmittal (or facsimile thereof) with respect to such
Restricted Notes, properly completed and duly executed, with any required
signature guarantees, this Notice of Guaranteed Delivery and any other
documents required by the Letter of Transmittal or a properly transmitted
Agent's Message. The term "Agent's Message" means a message transmitted by
DTC to, and received by, the Exchange Agent and forming part of the
confirmation of a book-entry transfer, which states that DTC has received
an express acknowledgment from a 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.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death
or incapacity of the undersigned, and every obligation of the undersigned
under this Notice of Guaranteed Delivery shall be binding on
the heirs, executors, administrators, trustees in bankruptcy, personal and
legal representatives, successors and assigns of the undersigned.
PLEASE COMPLETE
Principal Amount of Restricted If Restricted Notes will be
Notes Tendered: delivered by book-entry
transfer at DTC, insert
- ------------------------------ Depository Account No.:
----------------------------
Certificate No.(s) of
Restricted Notes (if
available):
- ------------------------------
- ------------------------------
- ------------------------------
PLEASE SIGN AND PRINT NAME(S) AND ADDRESS(ES)
Signature(s) of Registered Name(s) of Registered
Holder(s) or Authorized Holder(s)
Signatory: ------------------- -----------------------------
- ------------------------------ -----------------------------
- ------------------------------ -----------------------------
Address(es):-----------------
Date: ----------------------- -----------------------------
Area Code and Telephone
No.:
-----------------------------
This Notice of Guaranteed Delivery must be signed by the registered
Holder(s) of Restricted Notes exactly as its (their) name(s) appear on
certificates for Restricted Notes or on a security position listing as the
owner of Restricted Notes, or by person(s) authorized to become registered
Holder(s) by endorsements and documents transmitted with this Notice of
Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary
or representative capacity, such person must provide the following
information.
Name(s):------------------------------------------------------------------
- --------------------------------------------------------------------------
Capacity:-----------------------------------------------------------------
Address(es):--------------------------------------------------------------
- --------------------------------------------------------------------------
DO NOT SEND RESTRICTED NOTES WITH THIS FORM. RESTRICTED NOTES SHOULD
BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY
EXECUTED LETTER OF TRANSMITTAL.
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, 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 a correspondent in the
United States, or otherwise an "eligible guarantor institution" within the
meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, hereby (1) represents that each holder of Restricted Notes on
whose behalf this tender is being made "own(s)" the Restricted Notes
covered hereby within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), (2) represents that
such tender of Restricted Notes complies with Rule 14e-4 of the Exchange
Act and (3) guarantees that, within three New York Stock Exchange trading
days from the expiration date of the Exchange Offer, a properly completed
and duly executed Letter of Transmittal (or a facsimile thereof), together
with certificates representing the Restricted Notes covered hereby in
proper form for transfer (or confirmation of the book-entry transfer of
such Restricted Notes into the Exchange Agent's account at DTC, pursuant to
the procedure for book-entry transfer set forth in the Prospectus) and
required documents will be deposited by the undersigned with the Exchange
Agent.
The undersigned acknowledges that it must deliver the Letter of
Transmittal and Restricted Notes tendered hereby to the Exchange Agent
within the time period set forth above and the failure to do so could
result in financial loss to the undersigned.
Name of Firm:
--------------------- --------------------------------
Authorized Signature
Address: Name:
-------------------------- --------------------------
Telephone No.: Title:
-------------------- -------------------------
Date:
--------------------------
PLEASE DO NOT SEND CERTIFICATES FOR RESTRICTED NOTES WITH THIS FORM.
CERTIFICATES FOR RESTRICTED NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF
TRANSMITTAL.