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Jones Group Inc – ‘S-3’ on 6/9/00

On: Friday, 6/9/00, at 5:41pm ET · Accession #: 874016-0-6 · File #: 333-39032

  As Of                Filer                Filing    For·On·As Docs:Size

 6/09/00  Jones Group Inc                   S-3                    4:58K

Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         20     89K 
                          Pursuant to a Transaction                              
 2: EX-5.1      Opinion re: Legality                                   2      8K 
 3: EX-5.2      Opinion re: Legality                                   2     10K 
 4: EX-23.1     Consent of Experts or Counsel                          1      5K

S-3 — Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Company, The Description Of Capital Stock Exhibits Experts Indemnification of Directors and Officers Legal Matters Other Expenses of Issuance and Distribution Plan Of Distribution Risk Factors Selling Shareholders Special Note Regarding Forward-Looking Statements The Company Undertakings Use Of Proceeds Where You Can Find More Information
1	1st Page - Filing Submission
4	Where You Can Find More Information
5	The Company
"	Special Note Regarding Forward-Looking Statements
6	Risk Factors
10	Use Of Proceeds
"	Selling Shareholders
12	Plan Of Distribution
"	Description Of Capital Stock
13	Legal Matters
"	Experts
14	Item 14. Other Expenses of Issuance and Distribution
"	Item 15. Indemnification of Directors and Officers
15	Item 16. Exhibits
16	Item 17. Undertakings

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As filed with the Securities and Exchange Commission on June 9, 2000          

                        Registration Statement No. 333-_____
----------------------------------------------------------------------          

SECURITIES AND EXCHANGE COMMISSION          
WASHINGTON, D.C. 20549          

---------------------------         

FORM S-3          
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933         

---------------------------         

JONES APPAREL GROUP, INC.         
(Exact name of Registrant as specified in its charter)          

---------------------------         

Pennsylvania                                06-0935166        
(State or other jurisdiction of                  (I.R.S. Employer             
incorporation or organization)                 Identification No.)          

---------------------------         
250 Rittenhouse Circle          
Bristol, PA 19007         
(215) 785-4000          

(Address, including zip code, and telephone number, including area code,        
of Registrant's principal executive offices)          

===========================         

Ira M. Dansky, Esq.         
Jones Apparel Group, Inc.         
1411 Broadway         
New York, NY 10018          
(212) 536-9526          

(Name, address, including zip code, and telephone number,         
including area code, of agent for service)          

---------------------------         

Approximate date of commencement of proposed sale to public: From           
time to time after the effective date of this Registration Statement.           

If the only securities being registered on this Form are being              
offered pursuant to dividend or interest reinvestment plans,                    
please check the following box: [ ]                                             

If any of the securities being registered on this Form are to be            
offered on a delayed or continuous basis pursuant to Rule 415 under             
the Securities Act of 1933 (the "Securities Act"), other than                   
securities offered only in connection with dividend or interest                 
reinvestment plans, please check the following box: [X]                         

If this Form is filed to register additional securities for an              
offering pursuant to Rule 462(b) under the Securities Act , please              
check the following box and list the Securities Act registration                
statement number of the earlier effective registration statement for            
the same offering: [ ]                                                          

If this Form is a post-effective amendment filed pursuant to Rule           
462(c) under the Securities Act, check the following box and list the           
Securities Act registration statement number of the earlier effective           
registration statement for the same offering: [ ]                               

If delivery of the prospectus is expected to be made pursuant to            
Rule 434 under the Securities Act, please check the following box. [ ]          

---------------------------           
CALCULATION OF REGISTRATION FEE         

                                                        [Enlarge/Download Table]
=====================================================================================================================

                                                           Proposed Maximum     Proposed Maximum        Amount of    
Title of Each Class of Securities         Amount to be     Offering Price       Aggregate Offering      Registration 
to be Registered                          Registered       Per Unit<F1>         Price<F1>               Fee<F2>      
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
Common Stock, $.01 par value per share    669,323          $25.8125             $17,276,900             $4,561.10    
=====================================================================================================================

<FN>                                                                                                                 
<F1> Estimated solely for the purposes of computing the registration                                                 
     fee pursuant to Rule 457(c) under the Securities Act on the basis                                               
     of the average of the high and low reported sale prices of the                                                  
     Registrant's Common Stock on the New York Stock Exchange Inc.                                                   
     Composite Tape on June 7, 2000.                                                                                 

<F2> Calculated by multiplying the aggregate offering amount by .000264.                                             

</FN>                                                                                                                

---------------------------           

The Registrant hereby amends this Registration Statement on such date       
or dates as may be necessary to delay its effective date until the              
Registrant shall file a further amendment that specifically states that         
this Registration Statement shall thereafter become effective in accordance     
with Section 8(a) of the Securities Act of 1933 or until the Registration       
Statement shall become effective on such date as the Commission, acting         
pursuant to said Section 8(a), may determine.                                   

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--------------------------------------------------------------------------      
The information in this Prospectus is not complete and may be changed.          
The selling shareholders may not sell these securities until the                
registration statement filed with the Securities and Exchange Commission        
relating to these securities is effective. This Prospectus is not an            
offer to sell these securities and it is not soliciting an offer to buy         
these securities in any state where the offer or sale is not permitted.         
--------------------------------------------------------------------------      

PROSPECTUS                                           SUBJECT TO COMPLETION,     
                                                        June 9, 2000

669,323 SHARES          
JONES APPAREL GROUP, INC.           
COMMON STOCK            
__________________            

This Prospectus relates to the proposed sale from time to time of           
up to an aggregate of 669,323 shares of common stock of Jones Apparel           
Group, Inc., a Pennsylvania corporation, by certain selling shareholders.       
These selling shareholders acquired their Jones shares in connection with       
the acquisition by Jones of Sun Apparel Group, Inc., a Texas corporation,       
on October 2, 1998.   In connection with such acquisition, we agreed to         
register this offering of shares for the benefit of the selling shareholders.   

The selling shareholders may sell all or any portion of their shares        
of common stock in one or more transactions on the New York Stock Exchange      
or in private, negotiated transactions. The selling shareholders will           
determine the prices at which they sell their shares. We will not receive       
any of the proceeds from the sale of the shares by the selling                  
shareholders, but we will pay all registration expenses. The selling            
shareholders will pay all selling expenses, including all underwriting          
discounts and selling commissions.                                              

On June 1, 2000, Jones had 118,654,262 shares of its common stock           
outstanding. The common stock is listed on the New York Stock Exchange          
under the symbol "JNY."  On June 1, 2000, the last reported sale price of       
the common stock on the New York Stock Exchange was $27.875 per share.          

We may amend or supplement this Prospectus from time to time by             
filing amendments or supplements as required. You should read this entire       
Prospectus and any amendments or supplements carefully before you make your     
investment decision.                                                            

Our principal executive offices are located at 250 Rittenhouse Circle,      
Bristol, Pennsylvania 19007. Our telephone number is (215) 785-4000.            
__________________            

Please see "Risk Factors" beginning on page 4 for a discussion of           
certain factors you should consider before deciding to invest in shares of      
Jones common stock.                                                             
__________________            

Neither the Securities and Exchange Commission nor any state                
securities commission has approved or disapproved of these securities or        
passed upon the adequacy or accuracy of this Prospectus.  Any                   
representation to the contrary is a criminal offense.                           
__________________            

The date of this Prospectus is [         ], 2000.               

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TABLE OF CONTENTS       

                                                                  Page
                                                                  ----

Where You Can Find More Information.................................     2      

The Company.........................................................     3      

Special Note Regarding Forward-Looking Statements...................     3      

Risk Factors........................................................     4      

Use Of Proceeds.....................................................     8      

Selling Shareholders................................................     8      

Plan Of Distribution................................................    10      

Description Of Capital Stock........................................    10      

Legal Matters.......................................................    11      

Experts.............................................................    11      

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WHERE YOU CAN FIND MORE INFORMATION           

We file annual, quarterly and special reports, proxy statements and         
other information with the Securities and Exchange Commission ("SEC"). You may  
read and copy any document we file at the SEC's public reference rooms in       
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC 
at 1-800-SEC-0330 for further information on the public reference rooms. Our    
SEC filings are also available to the public at the SEC's web site at           
http://www.sec.gov.                                                             

The SEC allows us to "incorporate by reference" the information we file     
with them, which means that we can disclose important information to you by     
referring you to those documents. The information incorporated by reference is  
considered to be part of this Prospectus, and later information filed with the  
SEC will update and supersede this information. We incorporate by reference the 
documents listed below and any future filings made with the SEC under Section   
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange 
Act").                                                                          

-  Annual Report on Form 10-K for the year ended December 31, 1999          

-  Quarterly Report on Form 10-Q for the quarter ended April 2, 2000        

-  Current Report on Form 8-K dated June 2, 2000                            

You may request a copy of these filings, at no cost, by writing or          
telephoning us at the following address:                                        

Chief Financial Officer                                               
Jones Apparel Group, Inc.                                             
250 Rittenhouse Circle                                                
Bristol, Pennsylvania 19007                                           
(215) 785-4000                                                        
__________________        

As used in this Prospectus, unless the context requires otherwise, "we"     
or "Jones" or the "Company" means Jones Apparel Group, Inc. and its             
predecessors and consolidated subsidiaries. "Sun" means Sun Apparel, Inc.       
(acquired October 2, 1998), and "Nine West" means Nine West Group Inc.          
(acquired June 15, 1999).  The results of Sun and Nine West are included in the 
Company's operating results from the respective dates of acquisition.           
Italicized terms in this Prospectus indicate trademarks or other protected      
intellectual property that Jones owns or licenses.                              

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THE COMPANY       

Jones is a leading designer and marketer of a broad range of women's        
career sportswear, suits and dresses, casual sportswear and jeanswear for men,  
women and children, and women's shoes and accessories.  Jones has pursued a     
multi-brand strategy for marketing its products under several nationally known  
brands, including Jones New York, Evan-Picone and Rena Rowan, and the licensed  
brands Lauren by Ralph Lauren, Ralph by Ralph Lauren and Polo Jeans Company.    
Each label is differentiated by its own distinctive styling and pricing         
strategy. Jones primarily contracts for the manufacture of its products through 
a worldwide network of manufacturers.  Jones has capitalized on its nationally  
known brand names by entering into various licenses for the Jones New York and  
Evan-Picone brand names with select manufacturers of women's and men's apparel  
and accessories.                                                                

On October 2, 1998, Jones acquired Sun.  Sun is a designer, manufacturer and
distributor of jeanswear, sportswear and related apparel for men, women and     
children under various licensed, private label and Sun-owned brands, the most   
prominent of which is the Polo Jeans Company brand licensed from Polo Ralph     
Lauren Corporation.  Through its brand marketing and development expertise,     
diversified product offerings, manufacturing capabilities and comprehensive     
distribution network, Sun reaches a broad range of consumers.                   

On June 15, 1999, Jones acquired Nine West.  Nine West is a leading         
designer, developer and marketer of quality, fashionable footwear and           
accessories.  Nine West markets its products under internationally recognized   
brands, including Nine West, Easy Spirit, Enzo Angiolini, Bandolino and         
cK/Calvin Klein (under license).  In addition, Nine West markets shoes and      
accessories under the Company's Evan-Picone label and, beginning in 2000,       
accessories under the Jones New York label.                                     

Our principal executive offices are located at 250 Rittenhouse Circle,      
Bristol, Pennsylvania 19007.  Our telephone number is (215) 785-4000.           

SPECIAL NOTE REGARDING      
FORWARD-LOOKING STATEMENTS      

This Prospectus and the documents incorporated by reference contain         
certain "forward-looking statements" within the meaning of the Private          
Securities Litigation Reform Act of 1995 with respect to financial condition,   
results of operations, business strategies, operating efficiencies or           
synergies, competitive position, growth opportunities for existing products,    
plans and objectives of management, markets for our common stock and other      
matters. Statements in this Prospectus that are not historical facts are hereby 
identified as "forward-looking statements" for the purpose of the safe harbor   
provided by Section 21E of the Exchange Act and Section 27A of the Securities   
Act of 1933 (the "Securities Act"). Such forward-looking statements, including, 
without limitation, those relating to our future business prospects, revenues   
and income, wherever such forward-looking statements occur in this Prospectus,  
are necessarily estimates reflecting the best judgment of our senior management 
and involve a number of risks and uncertainties that could cause actual results 
to differ materially from those suggested by such forward-looking statements.   
You should consider such forward-looking statements, therefore, in light of     
various important factors, including those set forth in this Prospectus. Other  
important factors that could cause actual results to differ materially from     
estimates or projections contained in the forward-looking statements include,   
without limitation:                                                             

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-  changes in the costs of raw materials, labor and advertising;            

-  customer acceptance of both new designs and newly-introduced             
product lines;                                                        

-  our ability to secure and protect trademarks and other                   
intellectual property rights;                                         

-  the termination or non-renewal of the licenses with Polo Ralph           
Lauren Corporation;                                                   

-  our ability to integrate the organizations and operations of any         
acquired business into our existing organization and operations;      
and                                                                   

-  the effects of vigorous competition in the markets in which we           
operate.                                                              

Words such as "estimate," "project," "plan," "intend," "expect,"            
"believe" and similar expressions are intended to identify forward-looking      
statements. You will find these forward-looking statements at various places    
throughout this Prospectus and the documents incorporated by reference,         
including, but not limited to, our Annual Report on Form 10-K for the year      
ended December 31, 1999, including any amendments. You are cautioned not to     
place undue reliance on these forward-looking statements, which speak only as   
of the date they were made. We do not undertake any obligation to publicly      
update or release any revisions to these forward-looking statements to reflect  
events or circumstances after the date of this Prospectus or to reflect the     
occurrence of unanticipated events.                                             

RISK FACTORS        

You should consider carefully all the information included or               
incorporated by reference in this Prospectus and, in particular, should         
evaluate the following risks before deciding to invest in shares of our common  
stock.                                                                          

The Apparel, Footwear and Accessories Industries are Highly Competitive         

Apparel, footwear and accessories companies face competition on many        
fronts, including the following:                                                

-  establishing and maintaining favorable brand recognition;                
-  developing products that appeal to consumers;                            
-  pricing products appropriately;                                          
-  providing strong marketing support; and                                  
-  obtaining access to retail outlets and sufficient floor space.           

There is intense competition in the sectors of the apparel, footwear        
and accessories industries in which we participate. We compete with many other  
manufacturers and retailers, some of which are larger and have greater          
resources than we do. Any increased competition could result in reduced sales   
or prices, or both, which could have a material adverse effect on us.           

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Fashion Trends are Constantly Changing                                          

Customer tastes and fashion trends can change rapidly. We may not be        
able to anticipate, gauge or respond to such changes in a timely manner. If we  
misjudge the market for our products or product groups, we may be faced with    
a significant amount of unsold finished goods inventory, which would have a     
material adverse effect on us.                                                  

The Apparel, Footwear and Accessories Industries are Highly Cyclical            

Negative economic trends over which we have no control that depress the     
level of consumer spending could have a material adverse effect on us.          
Purchases of apparel, footwear and related goods often decline during           
recessionary periods when disposable income is low. In such an environment, we  
may increase the number of promotional sales, which would further adversely     
affect our profitability.                                                       

The Concentration of Our Customers Could Adversely Affect Our Business          

Our ten largest customers, principally department stores, accounted for     
approximately 58% of sales in 1999. While no single customer accounted for more 
than 10% of our net sales, certain of our customers are under common ownership. 
Department stores owned by the following entities accounted for the following   
percentages of our 1999 sales:                                                  

Federated Department Stores, Inc.       14%                         

May Department Stores Company           14%                         

Remainder of ten largest customers      30%                         

We believe that purchasing decisions are generally made independently       
by individual department stores within a commonly controlled group. There has   
been a trend, however, toward more centralized purchasing decisions. As such    
decisions become more centralized, the risk to us of such concentration         
increases. The loss of any of our largest customers, or the bankruptcy or       
material financial difficulty of any customer or any of the companies listed    
above, could have a material adverse effect on us. We do not have long-term     
contracts with any of our customers, and sales to customers generally occur on  
an order-by-order basis. As a result, customers can terminate their             
relationships with us at any time or under certain circumstances cancel or      
delay orders.                                                                   

Significant Portions of Our Sales and Profits Depend on Our License             
Agreements with Polo Ralph Lauren Corporation                                   

The termination or non-renewal of our exclusive licenses to manufacture     
and market clothing under the Lauren by Ralph Lauren, Ralph by Ralph Lauren and 
Polo Jeans Company trademarks in the United States and elsewhere would have a   
material adverse effect on us. Our Lauren by Ralph Lauren and Ralph by Ralph    
Lauren lines and Polo Jeans Company business represent significant portions of  
our sales and profits. We sell products bearing those trademarks under          
exclusive licenses from affiliates of Polo Ralph Lauren Corporation.            

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The Lauren by Ralph Lauren license expires on December 31, 2001,            
subject to our right to renew through December 31, 2006, if certain minimum     
sales levels of that product line in certain years are met.  The Ralph by Ralph 
Lauren license expires on December 31, 2003, subject to our right to renew      
through December 31, 2006, if certain minimum sales levels in certain years are 
met.  Although sales in 1997, 1998 and 1999 of the Lauren by Ralph Lauren       
product line exceeded the renewal minimum, and although the anticipated sales   
volume for the Ralph by Ralph Lauren product line for 2000 exceeds the sales    
volume, which, if achieved in the measurement year (2002) would permit us to    
extend the term of the license through December 31, 2006, our sales are made    
season-to-season, with customers having no obligation to buy products beyond    
what they have already ordered for a particular season.  Furthermore, there can 
be no assurance that we will achieve the anticipated sales volume for the Ralph 
by Ralph Lauren product line.                                                   

The initial term of the Polo Jeans Company license expires on December      
31, 2000 and may be renewed by us in five-year increments for up to 30          
additional years, if certain minimum sales levels in certain years are met.     
We met the sales requirements and exercised our first renewal option, which     
will expire on December 31, 2005.  Polo Jeans Company sales are also made       
season-to-season, with customers having no obligation to buy products beyond    
what they have already ordered. In addition, renewal of the Polo Jeans Company  
license after 2010 requires a one-time payment by us of $25 million or, at our  
option, a transfer of a 20% interest in our Polo Jeans Company business to Polo 
Ralph Lauren (with no fees required for subsequent renewals).  Polo Ralph       
Lauren also has an option, exercisable on or before June 1, 2010, to purchase   
our Polo Jeans Company business at the end of 2010 for a purchase price,        
payable in cash, equal to 80% of the then fair value of the business as a going 
concern, assuming the continuation of the Polo Jeans Company license through    
December 31, 2030.                                                              

In addition to the provisions described above, the licenses contain         
provisions common to trademark licenses which could result in termination of    
a license, such as failure to meet payment or advertising obligations.          

The Extent of Our Foreign Operations and Manufacturing May Adversely Affect     
Our Domestic Business                                                           

In 1999, approximately 67% of our apparel products were manufactured        
outside North America, primarily in Asia, while the remainder were manufactured 
in the United States and Mexico. Nearly all of Nine West's products were        
manufactured outside of North America in 1999 as well. The following may        
adversely affect foreign operations:                                            

-  political instability in countries where contractors and suppliers       
are located;                                                          
-  imposition of regulations and quotas relating to imports;                
-  imposition of duties, taxes and other charges on imports;                
-  significant fluctuation of the value of the dollar against foreign       
currencies; and                                                       
-  restrictions on the transfer of funds to or from foreign countries.      

As a result of our substantial foreign operations, Jones' domestic          
business is subject to the following risks:                                     

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-  quotas imposed by bilateral textile agreements between the United        
States and certain foreign countries;                                 
-  reduced manufacturing flexibility because of geographic distance         
between us and our foreign manufacturers, increasing the risk that    
we may have to mark down unsold inventory as a result of misjudging   
the market for a foreign-made product; and                            
-  violations by foreign contractors of labor and wage standards and        
resulting adverse publicity.                                          

Fluctuations in the Price, Availability and Quality of Raw Materials Could      
Cause Delay and Increase Costs                                                  

Fluctuations in the price, availability and quality of the fabrics or       
other raw materials used by us in our manufactured apparel and in the price of  
leather used to manufacture our footwear and accessories could have a material  
adverse effect on our cost of sales or our ability to meet our customers'       
demands. We mainly use cotton twill, wool, denim, and synthetic and blended     
fabrics. The prices for such fabrics depend largely on the market prices for    
the raw materials used to produce them, particularly cotton. The price and      
availability of such raw materials and, in turn, the fabrics used in our        
apparel may fluctuate significantly, depending on many factors, including crop  
yields and weather patterns. We generally enter into denim purchase order       
contracts at specified prices for three to six months at a time.  Higher cotton 
prices would directly affect our costs and could affect our earnings.  During   
the past few years, there have been increases in the price of leather, which    
generally were reflected in the selling price of our footwear and accessories   
products.  In the future, we may not be able to pass all or a portion of such   
higher raw materials prices on to our customers.                                

Our Reliance on Independent Manufacturers Could Cause Delay and Damage          
Customer Relationships                                                          

We rely upon independent third parties for the manufacture of most of       
our products. A manufacturer's failure to ship products to us in a timely       
manner or to meet the required quality standards could cause us to miss the     
delivery date requirements of our customers for those items. The failure to     
make timely deliveries may drive customers to cancel orders, refuse to accept   
deliveries or demand reduced prices, any of which could have a material adverse 
effect on our business. We do not have long-term written agreements with any    
of our third party manufacturers. As a result, any of these manufacturers may   
unilaterally terminate their relationships with us at any time.                 

Antitrust Litigation Against Nine West May Result in Damages                    

On March 6, 2000, Jones and Nine West entered into settlement agreements    
with the Attorneys General of the 50 States, the District of Columbia,          
Puerto Rico, the Virgin Islands, American Samoa, the Northern Mariana           
Islands and Guam (the "States"), and with the Federal Trade Commission          
(the "FTC"), resolving allegations that Nine West engaged in violations         
of the antitrust laws by coercing retailers to adhere to resale prices of       
its products.  The settlement with the States consists of injunctive relief     
in the form of a consent decree which specifies the manner in which Nine        
West may implement its resale pricing policies with its retailer customers,     
along with a payment by Nine West of $34 million, and requires final court      
approval.  It was given preliminary approval on June 2, 2000.  The consent      
order between Nine West and the FTC,                                            

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which also specifies the manner in which Nine West may implement its            
resale pricing policies with its retailer customers, was given final approval   
by the FTC on April 11, 2000.                                                   

Nine West also faces an action in U.S. District Court in New York,          
which has consolidated more than 25 putative class action suits alleging        
antitrust violations by Nine West.  Similar suits have been filed in state      
courts.  We believe that the settlement with the States, if approved by the     
United States District Court for the Southern District of New York, should      
effectively resolve these pending federal and state class actions which cover   
the same claims.  If any of the class action suits is not resolved and is       
determined adversely, Nine West could be liable for damages. For more           
information on these actions, see "Legal Proceedings" in the documents          
incorporated by reference in this Prospectus.                                   

We Depend on Key Personnel to Manage Our Business                               

Jones' success depends upon the personal efforts and abilities of           
Sidney Kimmel (Chairman), Jackwyn Nemerov (President), Irwin Samelman           
(Executive Vice President, Marketing), Eric Rothfeld (President of Sun), Mindy  
Grossman (President and CEO of Sun's Polo Jeans Company Division) and, with     
respect to Nine West, Marc Fisher (President, Product Development and           
Sourcing), Bruce Makowsky (President, Sales and Marketing) and Susan Itzkowitz  
(Group President, Wholesale Footwear Divisions).  We do not have employment     
agreements with Mr. Kimmel, Ms. Nemerov or Mr. Samelman. If any of these        
individuals become unable or unwilling to continue in their present positions,  
our business and financial results could be materially adversely affected.      

USE OF PROCEEDS           

We will not receive any of the proceeds from the sale of the shares by      
the selling shareholders.                                                       

SELLING SHAREHOLDERS          

The following table sets forth the number of shares of common stock         
owned by each of the selling shareholders. Because the selling shareholders may 
offer all or any portion of their shares pursuant to the offering contemplated  
by this Prospectus, we can provide no estimate as to the exact number of shares 
each selling shareholder will hold after completion of this offering. No        
selling shareholder has had any position, office or other material relationship 
with Jones (other than as described below or in connection with the Sun         
acquisition) within the past three years. All such information has been         
provided to us by the selling shareholders.                                     

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                                                        [Enlarge/Download Table]

                                                                      Number of Shares
                                                        Percent of    Registered      
                                   Number of Shares     Outstanding   for Sale        
Name of Selling Shareholder        Beneficially Owned   Shares        Hereby<F1>      
--------------------------------------------------------------------------------------
                                                                                      
Eric A. Rothfeld<F2>                  2,847,651<F3>         2.4%        378,932       

Vestar/Sun Holding Company, L.L.C.      267,729              *          267,729       

Rothfeld Family Trust                   169,755              *           22,662       


[FN]                                                                            
*     Less than 1% beneficial interest                                          

<F1>  This Prospectus will also cover any additional shares of common stock     
which become issuable in connection with the shares registered for  
sale hereby by reason of any stock dividend, stock split, merger,   
 consolidation, recapitalization or other similar transaction effected
without the receipt of consideration that results in an increase in 
the number of outstanding shares of common stock.                   

<F2>  In connection with the Sun acquisition, Mr. Rothfeld entered into an      
 Employment Agreement pursuant to which he will serve as President and
Chief Executive Officer of Sun through December 31, 2001. Upon the  
closing of the Sun acquisition, Mr. Rothfeld became a member of the 
Jones board of directors.                                           

<F3>  Does not include 169,755 shares held by the Rothfeld Family Trust, a      
trust of which Mr. Rothfeld's wife is a trustee.  Includes 40,000   
shares held by The Rothfeld Family Foundation, as to which Mr.      
Rothfeld disclaims beneficial ownership, and 402,252 shares held by 
EAR Holdings, Inc.                                                  

</FN>                                                                           

In connection with the Sun acquisition, Jones and the selling               
shareholders entered into a Registration Rights Agreement, which provides for   
the registration under the Securities Act of 1933 (the "Securities Act") of     
resales of the Jones common stock that was issued to the selling shareholders   
upon the closing of the Sun acquisition, the Jones common stock that was issued 
to certain selling shareholders on April 7, 1999 and April 5, 2000 as           
additional consideration based on Sun's operating performance for 1998 and      
1999, respectively, and the Jones common stock that may be issued to such       
shareholders in 2001 and 2002 as additional consideration contingent on Sun's   
operating performance exceeding certain targets set forth in the Agreement and  
Plan of Merger for 2000 and 2001, respectively.                                 

On October 2, 1998, upon the closing of the Sun acquisition, we issued      
to the selling shareholders an aggregate 5,391,498 shares, the resale of which  
we previously registered under Registration Statement No. 333-66223 (the        
"Initial Registration Statement").  On April 7, 1999, based on Sun's operating  
performance for 1998, we issued to certain selling shareholders an additional   
586,550 shares, the resale of which we previously registered under Registration 
Statement No. 333-78105 (the "Second Registration Statement").  The balance of  
the shares eligible to be sold under the Initial Registration Statement as of   
the effective date of the Second Registration Statement were carried forward    
to the Second Registration Statement.                                           

We will amend the Registration Statement filed herewith or file a new       
registration statement to include any shares issued in 2001 or 2002 contingent  
on Sun's future operating performance. The Registration Rights Agreement        
requires the Company to file this Registration Statement covering resales of    
such common stock and to use its reasonable best efforts to maintain the        
effectiveness of such Registration Statement for a period of five years, or     
until the selling shareholders have completed the distribution of their shares. 

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The Registration Rights Agreement also gives each of (i) Mr. Rothfeld       
and the Rothfeld Family Trust, counted together, and (ii) Vestar/Sun Holding    
Company, L.L.C. the right to demand one registration for an underwritten stock  
offering.  The 40,000 shares of Jones common stock held by The Rothfeld Family  
Foundation and 780,504 of the shares held by Mr. Rothfeld are subject to        
certain transfer restrictions with respect to the timing and volume of          
permitted sales.  Such transfer restrictions will expire as to 410,252 shares   
on each of October 2, 2000 and April 2, 2001.                                   

PLAN OF DISTRIBUTION        

We are registering this offering of shares on behalf of the selling         
shareholders, and we will pay all costs, expenses and fees related to such      
registration, including all registration and filing fees, printing expenses,    
fees and disbursements of our counsel, blue sky fees and expenses and the       
expenses of any special audits or "cold comfort" letters. The selling           
shareholders will pay all selling expenses, including all underwriting          
discounts and selling commissions, all fees and disbursements of their counsel  
and all "road show" and other marketing expenses incurred by the Company or any 
underwriters which are not otherwise paid by such underwriters.                 

The selling shareholders may sell their shares from time to time in one or  
more transactions on the New York Stock Exchange or in private, negotiated      
transactions. The selling shareholders will determine the prices at which they  
sell their shares. Such transactions may or may not involve brokers or dealers. 
The shares held by The Rothfeld Family Foundation and 780,504 of the shares     
held by Mr. Rothfeld are subject to the transfer restrictions with respect to   
the timing and volume of permitted sales described under "Selling Shareholders" 
above.                                                                          

If the selling shareholders use a broker-dealer to complete their sale      
of the shares, such broker-dealer may receive compensation in the form of       
discounts, concessions, or commissions from the selling shareholders or from    
you, as purchaser (which compensation might exceed customary commissions).      

We have agreed to indemnify each selling shareholder, and each selling      
shareholder has agreed to indemnify us, against certain liabilities arising     
under the Securities Act. The selling shareholders may indemnify any agent,     
dealer or broker-dealer that participates in sales of the shares against        
similar liabilities.                                                            

DESCRIPTION OF CAPITAL STOCK        

Our authorized capital stock consists of (1) 200,000,000 shares of          
common stock, $.01 par value per share, and (2) 1,000,000 shares of preferred   
stock, $.01 par value per share.  On June 1, 2000, we had 118,654,262 shares    
of common stock issued and outstanding and no shares of preferred stock         
outstanding.  Our common stock is listed on the New York Stock Exchange under   
the trading symbol "JNY".                                                       

Each share of Jones common stock is entitled to one vote on all matters     
submitted to a vote of shareholders. Jones shareholders are entitled to         
receive dividends when and as declared by the Jones board of directors out      
of legally available funds. Dividends may be paid on the Jones common stock     

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only if all dividends on any outstanding preferred stock of Jones shareholders  
have been paid or reserved. To date, Jones has not paid any cash dividends on   
shares of its common stock and does not anticipate paying any cash dividends    
in the foreseeable future.                                                      

The issued and outstanding shares of Jones common stock are fully paid      
and nonassessable. Jones shareholders have no preemptive or conversion rights   
and are not subject to further calls or assessments by Jones. In the event of   
the voluntary or involuntary dissolution, liquidation or winding up of Jones,   
Jones shareholders are entitled to receive, pro rata, after satisfaction in     
full of the prior rights of creditors and holders of preferred stock, if any,   
all of Jones' remaining assets available for distribution.                      

The Jones board of directors is authorized to provide for the issuance      
from time to time of Jones preferred stock in series and, as to each series,    
to fix the designation, the dividend rate, whether dividends are cumulative,    
the preferences which dividends will have with respect to any other class or    
series of capital stock, the voting rights, the voluntary and involuntary       
liquidation prices, the conversion or exchange privileges, the redemption       
prices and the other terms of redemption, and the terms of any purchase or      
sinking funds applicable to the series. Cumulative dividends, dividend          
preferences and conversion, exchange and redemption provisions, to the extent   
that some or all of these features may be present when shares of Jones          
preferred stock are issued, could have an adverse effect on the availability    
of earnings for distribution to the holders of Jones common stock or for other  
corporate purposes.                                                             

LEGAL MATTERS       

Ira M. Dansky, Esq., our General Counsel, has passed upon the validity      
with respect to the issuance of the shares of common stock offered by this      
Prospectus.  As of June 1, 2000, Mr. Dansky owned no shares of Jones common     
stock and options to purchase 195,000 shares of Jones common stock. With        
respect to certain matters concerning Pennsylvania law, he will rely on Mesirov 
Gelman Jaffe Cramer & Jamieson, LLP.                                            

EXPERTS       

The consolidated financial statements and financial statement schedule      
of Jones incorporated by reference in this Prospectus have been audited by BDO  
Seidman, LLP, independent certified public accountants, to the extent and for   
the periods set forth in their reports incorporated herein by reference, and    
are incorporated herein in reliance upon such reports given upon the authority  
of said firm as experts in accounting and auditing.                             

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PART II       
INFORMATION NOT REQUIRED IN PROSPECTUS      

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                          

The following table sets forth the costs and expenses payable by us in      
connection with the registration of the offering of the shares.  All expenses   
other than the SEC registration fee are estimates. The selling shareholders     
will pay all costs and expenses of selling their shares, including all          
underwriting discounts and selling commissions, all fees and disbursements of   
their counsel and all "road show" and other marketing expenses incurred by the  
Company or any underwriters which are not otherwise paid by such underwriters.  

SEC Registration Fee.......................  $   4,561      
Accounting Fees and Expenses...............      5,500      
Legal Fees and Expenses....................      3,000      
Miscellaneous Expenses.....................        439      
                                       ---------
     Total...........................  $  13,500

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                            

As permitted by the Pennsylvania Business Corporation Law of 1988 (the      
"Pennsylvania Business Corporation Law"), Section 8.1 of the By-laws of Jones   
Apparel Group, Inc. provides that a director shall not be personally liable for 
monetary damages for any action taken or failed to be taken, other than as      
expressly provided in the Pennsylvania Business Corporation Law. Furthermore,   
Section 8.2 of such By-laws provides that the Company shall indemnify each      
officer and director to the full extent permitted by the Pennsylvania Business  
Corporation Law, and shall pay and advance expenses for any matters covered by  
such indemnification.                                                           

Section 1741 of the Pennsylvania Business Corporation Law provides that     
a corporation shall have the power to indemnify any person who was or is a      
party or is threatened to be made a party to any threatened, pending or         
completed action or proceeding, whether civil, criminal, administrative or      
investigative (other than an action by or in the right of the corporation), by  
reason of the fact that he or she is or was a representative of the             
corporation, or is or was serving at the request of the corporation as a        
representative of another domestic or foreign corporation for profit or not-    
for-profit, partnership, joint venture, trust or other enterprise, against      
expenses (including attorneys' fees), judgments, fines and amounts paid in      
settlement actually and reasonably incurred by him or her in connection with    
the action or proceeding if he or she acted in good faith and in a manner he    
or she reasonably believed to be in, or not opposed to, the best interests of   
the corporation and, with respect to any criminal proceeding, had no reasonable 
cause to believe his or her conduct was unlawful. The termination of any action 
or proceeding by judgment, order, settlement or conviction or upon a plea of    
nolo contendere or its equivalent shall not of itself create a presumption that 
the person did not act in good faith and in a manner that he or she reasonably  
believed to be in, or not opposed to, the best interests of the corporation     
and, with respect to any criminal proceeding, had reasonable cause to believe   
that his or her conduct was unlawful.                                           

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Section 1742 of the Pennsylvania Business Corporation Law provides that     
a corporation shall have the power to indemnify any person who was or is a      
party, or is threatened to be made a party, to any threatened, pending or       
completed action by or in the right of the corporation to procure a judgment    
in its favor by reason of the fact that he or she is or was a representative    
of the corporation or is or was serving at the request of the corporation as    
a representative of another domestic or foreign corporation for profit or not-  
for-profit, partnership, joint venture, trust or other enterprise, against      
expenses (including attorneys' fees) actually and reasonably incurred by him    
or her in connection with the defense or settlement of the action if he or she  
acted in good faith and in a manner he or she reasonably believed to be in, or  
not opposed to, the best interest of the corporation. Indemnification shall not 
be made under Section 1742 in respect of any claim, issue or matter as to which 
the person has been adjudged to be liable to the corporation unless and only    
to the extent that the court of common pleas of the judicial district embracing 
the county in which the registered office of the corporation is located or the  
court in which the action was brought determines upon application, that,        
despite the adjudication of liability but in view of all the circumstances of   
the case, the person is fairly and reasonably entitled to indemnity for the     
expenses that the court of common pleas or other court deems proper.            

ITEM 16.  EXHIBITS                                                              

EXHIBIT NO. DESCRIPTION                                                         
----------- ------------------------------------------------------------------- 

2.1         Agreement and Plan of Merger dated September 10, 1998, by and among 
     the Company, SAI Acquisition Corp., Sun Apparel, Inc. and the
         selling shareholders, incorporated by reference to Exhibit 2.1 to
our Current Report on Form 8-K dated September 24, 1998 

2.2         Agreement and Plan of Merger dated as of March 1, 1999, by and      
        among the Company, Jill Acquisition Sub Inc. and Nine West Group
     Inc., incorporated by reference to Exhibit 2.2 to our Current
Report on Form 8-K dated March 2, 1999                  

4.1         Form of Certificate evidencing shares of common stock of the        
      Company, incorporated by reference to Exhibit 4.1 to our Shelf
     Registration Statement on Form S-3, filed on October 28, 1998
(Registration No. 333-66223)                            

4.2         Registration Rights Agreement dated September 10, 1998, by and among
           the Company and the selling shareholders, incorporated by reference
            to Exhibit 4.1 to our Current Report on Form 8-K dated September 24,
1998                                                    

5.1         Form of opinion of Ira M. Dansky, Esq.*                             

5.2         Form of opinion of Mesirov Gelman Jaffe Cramer & Jamieson, LLP*     

23.1        Consent of BDO Seidman, LLP*                                        

23.2        Consent of Ira M. Dansky, Esq. (included in opinion filed as        
Exhibit 5.1)                                            

23.3        Consent of Mesirov Gelman Jaffe Cramer & Jamieson, LLP (included in 
opinion filed as Exhibit 5.2)                           

24.1        Power of Attorney (included in signature page)                      

__________________                                                              
*   Filed herewith.                                                             

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ITEM 17.  UNDERTAKINGS.                                                         

(a) The undersigned Registrant hereby undertakes:                           

(1) To file, during any period in which offers or sales are being           
made, a post-effective amendment to this Registration Statement:                

(i) To include any prospectus required by Section 10(a)(3) of           
the Securities Act of 1933 (the "Securities Act");                              

(ii) To reflect in the Prospectus any facts or events arising after the 
effective date of this Registration (or the most recent post-effective          
amendment thereof) which, individually or in the aggregate, represent a         
fundamental change in the information set forth in this Registration Statement. 
Notwithstanding the foregoing, any increase or decrease in volume of securities 
offered (if the total dollar value of securities offered would not exceed that  
which was registered) and any deviation from the maximum aggregate offering     
price may be reflected in the form of prospectus filed with the SEC pursuant    
to Rule 424(b), if in the aggregate, the changes in volume and price represent  
no more than a 20% change in the maximum aggregate offering price set forth in  
the "Calculation of Registration Fee" table in the effective registration       
statement; and                                                                  

(iii) To include any material information with respect to the           
plan of distribution not previously disclosed in this Registration Statement    
or any material change to such information in this Registration Statement;      
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply  
if the information required to be included in a post-effective amendment by     
those paragraphs is contained in periodic reports filed by the Registrant       
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by    
reference in this Registration Statement.                                       

(2) That, for the purpose of determining any liability under the            
Securities Act, each such post-effective amendment shall be deemed to be a new  
registration statement relating to the securities offered therein, and the      
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.                                                          

(3) To remove from registration by means of a post-effective amendment      
any of the securities being registered which remain unsold at the termination   
of the offering.                                                                

(b) The undersigned Registrant hereby undertakes that, for purposes of      
determining any liability under the Securities Act, each filing of the          
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange   
Act (and, where applicable, each filing of an employee benefit plan's annual    
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by   
reference in this Registration Statement shall be deemed to be a new            
registration statement relating to the securities offered therein, and the      
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.                                                          

(c) Insofar as indemnification for liabilities arising under the            
Securities Act may be permitted to directors, officers and controlling          
persons of the Registrant pursuant to the foregoing provisions, or              

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otherwise, the Registrant has been advised that in the opinion of the SEC such  
indemnification is against public policy as expressed in the Securities Act and 
is, therefore, unenforceable. In the event that a claim for indemnification     
against such liabilities (other than the payment by the Registrant of expenses  
incurred or paid by a director, officer or controlling person of the Registrant 
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being 
registered, the Registrant will, unless in the opinion of its counsel the       
matter has been settled by controlling precedent, submit to a court of          
appropriate jurisdiction the question whether such indemnification by it is     
against public policy as expressed in the Securities Act and will be governed   
by the final adjudication of such issue.                                        

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SIGNATURES      

Pursuant to the requirements of the Securities Act, the Registrant          
certifies that it has reasonable grounds to believe that it meets all the       
requirements for filing on Form S-3 and has duly caused this Registration       
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of New York, State of New York, on June 9, 2000.        

             JONES APPAREL GROUP, INC.
Registrant  

            By:   /s/ Wesley R. Card
                   -----------------------
            Name:     Wesley R. Card
                     Title:    Chief Financial Officer

POWER OF ATTORNEY       

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears    
below constitutes and appoints Ira M. Dansky, Wesley R. Card and Patrick M.     
Farrell, and each of them, his true and lawful attorneys-in-fact and agents,    
with full power of substitution for him and in his name, place and stead, in    
any and all capacities, to sign any and all amendments (including pre-effective 
and post-effective amendments) to this Registration Statement, and to file the  
same with all exhibits thereto and other documents in connection therewith,     
including any Registration Statement filed pursuant to Rule 462(b) under the    
Securities Act of 1933, with the Securities and Exchange Commission, grants     
unto said attorneys-in-fact and agents, and each of them, full power and        
authority to do and perform each and every act and thing requisite and          
necessary to be done in and about the premises, as fully to all intents and     
purposes as he might and could do in person, and hereby ratifies and confirms   
all that said attorneys-in-fact and agents or any of them, or their substitute  
or substitutes may lawfully do or cause to be done by virtue hereof.            

Pursuant to the requirements of the Securities Act, this Registration       
Statement has been signed by the following persons in the capacities and on the 
dates indicated.                                                                

SIGNATURE                        TITLE                        DATE    
---------                        -----                        ----    

/s/ Sidney Kimmel             Chairman and Director            June 9, 2000     
-----------------------       (Principal Executive Officer)                     
Sidney Kimmel                                                                   

/s/ Jackwyn Nemerov           President and Director           June 9, 2000     
-----------------------                                                         
Jackwyn Nemerov                                                                 

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/s/ Wesley R. Card            Chief Financial Officer          June 9, 2000     
-----------------------       (Principal Financial Officer)                     
Wesley R. Card                                                                  

/s/ Patrick M. Farrell        Senior Vice President and        June 9, 2000     
-----------------------       Corporate Controller                              
Patrick M. Farrell            (Principal Accounting Officer)                    

/s/ Irwin Samelman            Executive Vice President,        June 9, 2000     
-----------------------       Marketing and Director                            
Irwin Samelman                                                                  

/s/ Geraldine Stutz           Director                         June 9, 2000     
-----------------------                                                         
Geraldine Stutz                                                                 

/s/ Howard Gittis             Director                         June 9, 2000     
-----------------------                                                         
Howard Gittis                                                                   

/s/ Eric A. Rothfeld          Director                         June 9, 2000     
-----------------------                                                         
Eric A. Rothfeld                                                                

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INDEX TO EXHIBITS         

EXHIBIT NO. DESCRIPTION                                                         
----------- ------------------------------------------------------------------- 

2.1         Agreement and Plan of Merger dated September 10, 1998, by and among 
     the Company, SAI Acquisition Corp., Sun Apparel, Inc. and the
         selling shareholders, incorporated by reference to Exhibit 2.1 to
our Current Report on Form 8-K dated September 24, 1998 

2.2         Agreement and Plan of Merger dated as of March 1, 1999, by and      
        among the Company, Jill Acquisition Sub Inc. and Nine West Group
     Inc., incorporated by reference to Exhibit 2.2 to our Current
Report on Form 8-K dated March 2, 1999                  

4.1         Form of Certificate evidencing shares of common stock of the        
      Company, incorporated by reference to Exhibit 4.1 to our Shelf
     Registration Statement on Form S-3, filed on October 28, 1998
(Registration No. 333-66223)                            

4.2         Registration Rights Agreement dated September 10, 1998, by and among
           the Company and the selling shareholders, incorporated by reference
            to Exhibit 4.1 to our Current Report on Form 8-K dated September 24,
1998                                                    

5.1         Form of opinion of Ira M. Dansky, Esq.*                             

5.2         Form of opinion of Mesirov Gelman Jaffe Cramer & Jamieson, LLP*     

23.1        Consent of BDO Seidman, LLP*                                        

23.2        Consent of Ira M. Dansky, Esq. (included in opinion filed as        
Exhibit 5.1)                                            

23.3        Consent of Mesirov Gelman Jaffe Cramer & Jamieson, LLP (included in 
opinion filed as Exhibit 5.2)                           

24.1        Power of Attorney (included in signature page)                      

______________________                                                          
*   Filed herewith.                                                             

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-3’ Filing	Date	First	Last	Other Filings

	12/31/30	8
	6/1/10	8
	12/31/06	8		10-K, 10-K/A
	12/31/05	8		10-K
	12/31/03	8		10-K, 5
	12/31/01	8	11	10-K
	4/2/01	12
	12/31/00	8		10-K
	10/2/00	12
Filed on:	6/9/00	1	19
	6/7/00	1		8-K
	6/2/00	4	9	8-K
	6/1/00	2	13
	4/11/00	10
	4/5/00	11
	4/2/00	4		10-Q
	3/6/00	9
	12/31/99	4	6	10-K
	6/15/99	4	5	8-K
	4/7/99	11		8-K, S-4
	3/2/99	15	20	8-K
	3/1/99	15	20
	10/28/98	15	20	S-3
	10/2/98	2	11	8-K
	9/24/98	15	20	8-K
	9/10/98	15	20
				List all Filings

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Jones Group Inc – ‘S-3’ on 6/9/00

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