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):
March 2, 1999
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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 06-935166
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(Commission File Number) (IRS Employer Identification No.)
250 Rittenhouse Circle, Bristol, Pennsylvania 19007
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(Address of principal executive offices) (Zip Code)
(215) 785-4000
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(Registrant's Telephone Number)
None
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On March 2, 1999, Jones Apparel Group, Inc., a Pennsylvania
corporation ("Jones Apparel"), entered into an Agreement and Plan of Merger
dated as of March 1, 1999 (the "Merger Agreement"), with Nine West Group
Inc., a Delaware corporation ("Nine West"), pursuant to which a subsidiary
of Jones Apparel will merge with Nine West (the "Merger") on the terms and
subject to the conditions set forth in the Merger Agreement . Pursuant to
the Merger and the other transactions contemplated by the Merger Agreement,
each share of Nine West common stock will be converted into the right to
receive 0.5011 of a share of Jones Apparel common stock and $13 in cash,
subject to certain adjustments set forth in the Merger Agreement attached
hereto as an exhibit and described in the press release attached hereto as
an exhibit.
In connection with the Merger Agreement, stockholders who
collectively have beneficial ownership of approximately 19% of the
outstanding common stock of Nine West have agreed, pursuant to a
Stockholders Agreement (the "Stockholders Agreement"), dated as of March 1,
1999, among other things to vote in favor of the Merger at any stockholders
meeting at which such matters are considered.
The Merger is subject to various conditions set forth in the
Merger Agreement, including the adoption of the Merger Agreement by the
stockholders of Nine West and clearance under the Hart-Scott-Rodino Act of
1976.
Attached hereto and incorporated herein by reference in their
entirety as Exhibits 2.1, 10.1 and 99.1, respectively, are copies of (1)
the Merger Agreement, (2) the Stockholders Agreement and (3) a press
release of Jones Apparel and Nine West announcing the signing of the Merger
Agreement.
Item 7(c). Exhibits.
2.1 Agreement and Plan of Merger dated as of March 1, 1999, among
Jones Apparel Group, Inc., Jill Acquisition Sub Inc. and Nine
West Group Inc.
10.1 Stockholders Agreement dated as of March 1, 1999, between Jones
Apparel Group, Inc. and certain stockholders of Nine West Group
Inc.
99.1 Press release dated March 2, 1999, announcing the signing of a
definitive agreement to merge Jones Apparel Group, Inc. and Nine
West Group Inc.
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.
Date: March 3, 1999 By: /s/ Wesley R. Card
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Name: Wesley R. Card
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
2.1 Agreement and Plan of Merger dated as of March 1, 1999,
among Jones Apparel Group, Inc., Jill Acquisition Sub Inc.
and Nine West Group Inc.
10.1 Stockholders Agreement dated as of March 1, 1999, between
Jones Apparel Group, Inc. and certain stockholders of Nine
West Group Inc.
99.1 Press release dated March 2, 1999, announcing the signing of
a definitive agreement to merge Jones Apparel Group, Inc.
and Nine West Group Inc.