NOTICE OF GUARANTEED DELIVERY
FOR
7.50% SENIOR NOTES DUE 2004 AND
7.875% SENIOR NOTES DUE 2006
OF
JONES APPAREL GROUP, INC.,
JONES APPAREL GROUP HOLDINGS, INC.
JONES APPAREL GROUP USA, INC. AND
NINE WEST GROUP INC.
As set forth in the Prospectus dated [ ], (the "Prospectus") of Jones
Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group
USA, Inc. and Nine West Group 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 7.50% Senior
Notes due 2004 and the 7.875% Senior Notes due 2006 (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 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 First National Bank of Chicago (The "Exchange Agent")
By Mail, Overnight Mail or Hand Delivery before 4:30 p.m.:
The First National Bank of Chicago
153 West 51st Street, Suite 4015
5th Floor
New York, New York 10019
Attention: Corporate Trust Administration
By Facsimile:
(212) 373-1383
Attention: Corporate Trust Administration
For Information or Confirmation by Telephone:
(212) 373-1339
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
signature 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 7.50% Senior Notes due
2004 and 7.875% Senior Notes due 2006 (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 "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 after 5:00 p.m., New York City time, on 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 its address specified on the cover of this Notice of Guaranteed Delivery
prior to 5:00 p.m., New York City time, on 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 delivered by
Notes Tendered: 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 Holder(s) or Name(s) of Registered Holder(s)
Authorized Signatory:_______________________ _______________________________
____________________________________________ _______________________________
____________________________________________ _______________________________
Date:_______________________________________ Address(es):___________________
_______________________________
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
(the "Exchange Act"), 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 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
______________________________________________________________________________
Address
Area Code and Telephone No.:_____________________________________
_________________________________________________________________
Authorized Signature
_________________________________________________________________
Title
Name:____________________________________________________________
(Please Type or Print)
Dated:___________________________________________________________
PLEASE DO NOT SEND CERTIFICATES FOR RESTRICTED NOTES WITH THIS FORM.
CERTIFICATES FOR RESTRICTED NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF
TRANSMITTAL.