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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): April 7, 1999
Jones Apparel Group, Inc.
(Exact name of registrant as specified in its charter)
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PENNSYLVANIA 06-0935166
(State or other 1-10746 (IRS Employer
jurisdiction (Commission File Number) Identification Number)
of incorporation)
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 April 7, 1999, Jones Apparel Group, Inc. (the "Company") filed
a Registration Statement on Form S-4 (as amended and supplemented from time
to time, the "Exchange Offer Registration Statement"), relating to the
proposed issuance of up to 24,426,396 shares of the Company's common stock,
par value $.01 per share ("Common Stock"), to be issued in connection with
the proposed acquisition by the Company of Nine West Group Inc. ("Nine
West"), pursuant to the Agreement and Plan of Merger dated as of March 1,
1999, by and among the Company, Jill Acquisition Sub Inc. and Nine West.
The proxy statement/prospectus (as amended and supplemented from
time to time, the "Proxy/Prospectus") that is a part of the Exchange Offer
Registration Statement contains certain historical data of Nine West and
certain unaudited pro forma consolidated financial statements that give
effect to the acquisition of Nine West by the Company under the purchase
method of accounting.
Exhibit 99.1 contains certain audited consolidated financial
statements of Nine West at January 30, 1999, January 31, 1998, and for each
of the three years in the period ended January 30, 1999 (collectively,
"Nine West's Historical Financial Statements"). Nine West's Historical
Financial Statements are hereby incorporated by reference.
Exhibit 99.2 contains certain unaudited pro forma consolidated
financial statements, at or for the year ended December 31, 1998, which
give effect to the acquisition of Nine West by the Company under the
purchase method of accounting (collectively, the "Pro Forma Annual
Financial Statements"). The Pro Forma Annual Financial Statements are
hereby incorporated by reference.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 Audited consolidated financial statements of Nine West
at January 30, 1999, January 31, 1998, and for each of
the three years in the period ended January 30, 1999,
incorporated by reference to the Company's Registration
Statement on Form S-4/A (Registration Statement No.
333-75867), filed on May 12, 1999
Exhibit 99.2 Unaudited pro forma consolidated financial statements,
at or for the year ended December 31, 1998, which give
effect to the acquisition of Nine West by the Company
under the purchase method of accounting, incorporated
by reference to the Company's Registration Statement on
Form S-4/A (Registration Statement No.
333-75867), filed on May 12, 1999
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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
May 13, 1999
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EXHIBIT LIST
Exhibit 99.1 Audited consolidated financial statements of Nine West
at January 30, 1999, January 31, 1998, and for each of
the three years in the period ended January 30, 1999,
incorporated by reference to the Company's Registration
Statement on Form S-4/A (Registration Statement No.
333-75867), filed on May 12, 1999
Exhibit 99.2 Unaudited pro forma consolidated financial statements,
at or for the year ended December 31, 1998, which give
effect to the acquisition of Nine West by the Company
under the purchase method of accounting, incorporated
by reference to the Company's Registration Statement on
Form S-4/A (Registration Statement No.
333-75867), filed on May 12, 1999