Jones Group Inc – ‘S-3’ on 9/13/02

On:  Friday, 9/13/02, at 3:20pm ET   ·   Accession #:  950157-2-635   ·   File #:  333-99527

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

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    103K 
                          Pursuant to a Transaction -- form-s3                   
 2: EX-5.1      Opinion re: Legality                                   2      9K 
 3: EX-5.2      Opinion re: Legality                                   2     11K 
 4: EX-23.1     Consent                                                1      6K 

S-3   —   Registration Statement for Securities Offered Pursuant to a Transaction — form-s3
Document Table of Contents

S-3
1st Page of 20
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
As filed with the Securities and Exchange Commission on September 13, 2002  
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 Identification No.)
incorporation or organization)                                          

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

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)  

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

With a copy to: 

William V. Fogg, Esq. 
Cravath, Swaine & Moore 
825 Eighth Avenue 
New York, New York 10019  
(212) 474-1000  

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

   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: [ ]                                                              

S-3
2nd Page of 20
TOC
1st
Previous
Next
↓Bottom
Just 2nd
  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]

-----------------------------------------------------------------------------------------
Title of Each Class                  Proposed Maximum   Proposed Maximum     Amount of   
of Securities         Amount to be   Offering Price     Aggregate Offering   Registration
to be Registered      Registered     Per Unit (1)       Price (1)            Fee (2)     
-----------------------------------------------------------------------------------------
                                                                                         
Common Stock, $.01                                                                       
par value per share   828,683        $36.86             $30,545,255         $2810.16     
-----------------------------------------------------------------------------------------

 (1) 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 September 11, 2002.         

(2) Calculated pursuant to Rule 457 of the rules and regulations under
the Securities Act.                                                             

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

  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.                                                            

S-3
3rd Page of 20
TOC
1st
Previous
Next
↓Bottom
Just 3rd
------------------------------------------------------------------------------  
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                                                                      

828,683 SHARES  
JONES APPAREL GROUP, INC. 
COMMON STOCK  

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

This prospectus is part of a registration statement that we filed with
the SEC utilizing a "shelf" registration process. Under this shelf process,     
the selling shareholders may sell from time to time up to an aggregate of       
828,683 shares of common stock of Jones Apparel Group, Inc., a Pennsylvania     
corporation. The selling shareholders acquired their Jones shares in            
connection with the acquisition by Jones of 100% of the common stock of R.S.V.  
Sport, Inc., a California corporation, American Buffalo, Inc., a California     
corporation, L.E.I. Design Studios, Inc., a California corporation, and         
Exportex De Mexico, S.A. De C.V., a Mexican corporation, (together, "l.e.i.")   
on August 15, 2002. In connection with this acquisition, The Geliebter Living   
Trust Dated January 7, 2000 (the "Trust") received 310,756 shares of Jones      
common stock, and 725,098 shares of Jones common stock were deposited in an     
escrow account pursuant to the terms of the escrow agreement that we entered    
into with the Trust and JPMorgan Chase Bank (the "Escrow Agent"). We are hereby 
registering the sale of the 310,756 shares of Jones common stock held by the    
Trust and 517,927 of the shares of Jones common stock held by the Escrow Agent  
in the escrow account. Subject to certain restrictions, the Trust may from      
time to time direct the Escrow Agent to sell all or any portion of the          
escrowed stock, provided that the proceeds of such sales shall remain in the    
escrow account until they are released in accordance with the terms of the      
escrow agreement.                                                               

 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 Trust will determine the prices at which  
either it or the Escrow Agent sells shares. We will not receive any of the      
proceeds from the sale of the shares by the selling shareholders, however,      
proceeds from the sale of escrowed Jones common stock that have not been        
released to the Trust may under some circumstances be paid to us in             
satisfaction of potential indemnity claims. We will pay all registration        
expenses, and the selling shareholders will pay all selling expenses,           
including all underwriting discounts and selling commissions.                   

 On September 11, 2002, Jones had 128,934,707 shares of its common stock
outstanding. The common stock is listed on the New York Stock Exchange under    
the symbol "JNY." On September 11, 2002, the last reported sale price of the    
common stock on the New York Stock Exchange was $36.86 per share.               

THIS INVESTMENT INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 2.   

The shares of Jones common stock may be offered by the selling        
shareholders in negotiated transactions or otherwise at market prices           
prevailing at the time of sale or at negotiated prices. The selling             
shareholders may be deemed to be an "underwriter" as defined in the Securities  
Act of 1933, as amended (the "Securities Act"). If any broker-dealers are used  
by the selling shareholders, any commissions paid to broker-dealers and, if     
broker-dealers purchase any shares as principals, any profits received by such  
broker-dealers on the resale of shares of Jones common stock may be deemed to   
be underwriting discounts or commissions under the Securities Act. In           
addition, any profits realized by the selling shareholders may be deemed to be  
underwriting commissions.                                                       

 This prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, any of the securities offered hereby by any person in any   
jurisdiction in which it is unlawful for such person to make such an offering   
or solicitation.                                                                

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

  Neither the Securities and Exchange Commission (the "SEC") nor any state
securities commission has approved or disapproved of these securities or        
determined if this prospectus is truthful or complete. Any representation to    
the contrary is a criminal offense.                                             

The date of this prospectus is September 13, 2002.                    

S-3
4th Page of 20
TOC
1st
Previous
Next
↓Bottom
Just 4th
TABLE OF CONTENTS 

                                                                    Page

Where You Can Find More Information....................................   1     
The Company............................................................   2     
Risk Factors...........................................................   2     
Use of Proceeds........................................................   5     
Registration Rights....................................................   6     
Description of Capital Stock...........................................   7     
Selling Shareholders...................................................   8     
Plan of Distribution...................................................   9     
Special Note Regarding Forward-Looking Statements......................  10     
Validity of Securities.................................................  11     
Experts................................................................  11     

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY  
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU      
WITH DIFFERENT INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION          
CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON  
THE FRONT OF THIS PROSPECTUS.                                                   

As used in this prospectus, unless the context requires otherwise:    

   o    "we," "us," "our" and "Jones" means Jones Apparel Group, Inc. and/or
its predecessors and consolidated subsidiaries;             
o    "Nine West" means Nine West Group Inc; and                       
o    "McNaughton" means McNaughton Apparel Group Inc.                 

S-3
5th Page of 20
TOC
1st
Previous
Next
↓Bottom
Just 5th
WHERE YOU CAN FIND MORE INFORMATION 

 Jones files annual, quarterly and special reports, proxy statements and
other information with the SEC. Jones' SEC filings are available to the public  
over the Internet at the SEC's web site at http://www.sec.gov. You may also     
read and copy any document Jones files at the SEC's public reference facility   
in Washington, D.C. at the following address:                                   

   o    450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.

Please call the SEC at 1-800-SEC-0330 for further information on the  
public reference facilities.                                                    

   Reports, proxy statements and other information concerning us can also be
inspected and copied at the offices of the New York Stock Exchange at 20 Broad  
Street, New York, New York 10005.                                               

We have elected to incorporate by reference into this prospectus the  
following documents (including the documents incorporated by reference          
therein) filed by Jones with the SEC:                                           

          o    Annual Report on Form 10-K for the fiscal year ended December 31,
2001, filed with the SEC on March 25, 2002;       

     o    Quarterly Report on Form 10-Q for the quarterly period ended
April 6, 2002, filed with the SEC on May 17, 2002;

     o    Quarterly Report on Form 10-Q for the quarterly period ended
  July 7, 2002, filed with the SEC on August 16, 2002;

    o    Current Report on Form 8-K, filed with the SEC on March 11,
2002;                                             

   o    Current Report on Form 8-K, filed with the SEC on April 3,
2002;                                             

       o    Current Report on Form 8-K, filed with the SEC on May 1, 2002;

       o    Current Report on Form 8-K, filed with the SEC on May 9, 2002;

   o    Current Report on Form 8-K, filed with the SEC on July 12,
2002; and                                         

     o    Current Report on Form 8-K, filed with the SEC on August 16,
2002.                                             

Any statement made in a document incorporated by reference or deemed  
incorporated herein by reference is deemed to be modified or superseded for     
purposes of this prospectus if a statement contained in this prospectus or in   
any other subsequently filed document which also is incorporated or deemed      
incorporated by reference herein modifies or supersedes that statement. Any     
such statement so modified or superseded shall not be deemed, except as so      
modified or superseded, to constitute a part of this prospectus. We also        
incorporate by reference all documents filed pursuant to Sections 13(a),        
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")  
after the date of this prospectus and prior to the termination of this          
offering.                                                                       

  You may request a copy of these filings, in most cases without exhibits,
at no cost by writing or telephoning us at the following address:               

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

- 1 - 

S-3
6th Page of 20
TOC
1st
Previous
Next
↓Bottom
Just 6th
THE COMPANY 

Jones is a leading designer and marketer of a broad range of women's  
collection sportswear, suits and dresses, casual sportswear and jeanswear for   
men, women and children, women's shoes and accessories, and costume, sterling   
silver, and marcasite jewelry. Jones has pursued a multi-brand strategy by      
marketing its products under several nationally known brands, including Jones   
New York; Lauren by Ralph Lauren, Ralph by Ralph Lauren, and Polo Jeans         
Company, which are licensed from Polo Ralph Lauren Corporation; Evan-Picone,    
Rena Rowan, Norton McNaughton, Gloria Vanderbilt, Erika, l.e.i., Energie,       
Currants, Jamie Scott, Todd Oldham, Nine West, Easy Spirit, Enzo Angiolini,     
Bandolino, Napier and Judith Jack. Each brand is differentiated by its own      
distinctive styling, pricing strategy, distribution channel and target          
consumer. Jones primarily contracts for the manufacture of its products         
through a worldwide network of quality manufacturers. Jones has capitalized on  
its nationally known brand names by entering into various licenses for the      
Jones New York, Evan-Picone and Nine West brand names with select               
manufacturers of women's and men's products which Jones does not manufacture.   

On June 19, 2001, we acquired 100% of the common stock of McNaughton  
Apparel Group Inc., a Delaware corporation. McNaughton designs, contracts for   
the manufacture of and markets a broad line of branded moderately-priced        
women's and juniors' career and casual clothing. McNaughton markets its         
products nationwide to department stores, national chains, mass merchants, and  
specialty retailers, including J.C. Penney Company, Inc., Kohl's Corporation,   
Federated Department Stores, Inc., May Department Stores Company and Sears,     
Roebuck and Co.                                                                 

On April 8, 2002, we acquired 100% of the common stock of Gloria      
Vanderbilt Apparel Corp. and certain assets of Gloria Vanderbilt Trademark      
B.V. Gloria Vanderbilt, a leading designer, marketer and distributor of         
women's moderately-priced stretch and twill jeanswear, markets its products     
nationwide to national chains, department stores, mass merchants, and           
specialty retailers, including Kohl's Corporation, J.C. Penney Company, Inc.,   
Mervyn's, Costco Wholesale Corporation and Federated Department Stores, Inc.    
Brands include Gloria Vanderbilt and junior product marketed under the GLO      
brand name.                                                                     

On August 15, 2002, we acquired 100% of the common stock of each of   
R.S.V. Sport, Inc., American Buffalo, Inc., L.E.I. Design Studios, Inc. and     
Exportex De Mexico, S.A. De C.V. l.e.i., a leading designer, manufacturer and   
distributor of girls' and young women's moderately-priced jeanswear, markets    
its products nationwide to national chains, department stores and specialty     
retailers, including May Department Stores Company, Federated Department        
Stores, Inc., Nordstrom, Inc., J.C. Penney Company, Inc., Kohl's Corporation,   
Sears, Roebuck and Co. and Mervyn's. Licensed products under the l.e.i. brand   
include footwear, knit tops, children's apparel, underwear, accessories,        
sunglasses and handbags.                                                        

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

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 the securities.       

THE APPAREL, FOOTWEAR AND ACCESSORIES INDUSTRIES ARE HIGHLY COMPETITIVE         

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

  o    establishing and maintaining favorable brand recognition;

o    developing products that appeal to consumers;          

o    pricing products appropriately;                        

o    providing strong marketing support; and                

       o    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.           

- 2 - 

S-3
7th Page of 20
TOC
1st
Previous
Next
↓Bottom
Just 7th
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 62% of sales in 2001. 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 2001 sales:                                        

May Department Stores Company......................... 16%  
Federated Department Stores, Inc...................... 15%  
Remainder of ten largest customers.................... 31%  

  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 CERTAIN OF 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 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 Polo Jeans Company businesses      
represent significant portions of our sales and profits. We sell products       
bearing those trademarks, as well as the Ralph by Ralph Lauren trademark,       
under exclusive licenses from affiliates of Polo Ralph Lauren Corporation. Net  
sales for all products under license from Polo Ralph Lauren amounted to         
$1,057,300,000 in 2001, $1,101,500,000 in 2000 and $890,300,000 in 1999.        

   The Lauren by Ralph Lauren license expires on December 31, 2006. There is
no presently existing right or obligation to renew the Lauren by Ralph Lauren   
license after December 31, 2006.                                                

The Polo Jeans Company license expires on December 31, 2005 and may be
renewed by us in five-year increments for up to 25 additional years, if         
certain minimum sales levels in certain years are met. Polo Jeans Company       
sales are made season-to-season, with customers having no obligation to buy     
products beyond what they have already ordered for a particular season. 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.            

- 3 - 

S-3
8th Page of 20
TOC
1st
Previous
Next
↓Bottom
Just 8th
THE EXTENT OF OUR FOREIGN OPERATIONS AND MANUFACTURING MAY ADVERSELY AFFECT     
OUR DOMESTIC BUSINESS                                                           

In 2001, approximately 84% 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 2001 as well. The        
following may adversely affect foreign operations:                              

 o    political instability in countries where contractors and
suppliers are located;                            

  o    imposition of regulations and quotas relating to imports;

  o    imposition of duties, taxes and other charges on imports;

   o    significant fluctuation of the value of the dollar against
foreign currencies; and                           

 o    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:                                     

   o    quotas imposed by bilateral textile agreements between the
United States and certain foreign countries;      

o    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

      o    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.                 

OUR STOCK PRICE HAS BEEN VOLATILE AND WE EXPECT THAT IT WILL CONTINUE TO BE     
VOLATILE                                                                        

Our stock price has historically been volatile, and we expect that it 
will continue to be volatile. Our financial results are difficult to predict    
and could fluctuate significantly.                                              

- 4 - 

S-3
9th Page of 20
TOC
1st
Previous
Next
↓Bottom
Just 9th
USE OF PROCEEDS 

 The selling shareholders will receive all of the proceeds from the sale
of Jones common stock offered by this prospectus. Currently, 517,927 of the     
shares being registered are held in escrow under the terms of the escrow        
agreement that we entered into with the Trust and the Escrow Agent in           
connection with our acquisition of l.e.i. Subject to certain restrictions, the  
Trust may from time to time direct the Escrow Agent to sell all or any portion  
of the escrowed Jones common stock, provided that the proceeds of such sales    
shall remain in the escrow account until they are released in accordance with   
the terms of the escrow agreement. Proceeds from the sale of escrowed stock     
that have not been released to the Trust may under some circumstances be paid   
to us in satisfaction of potential indemnity claims.                            

- 5 - 

S-3
10th Page of 20
TOC
1st
Previous
Next
↓Bottom
Just 10th
REGISTRATION RIGHTS 

  In accordance with the registration rights agreement entered into by and
among Jones Apparel Group, Inc., The Geliebter Living Trust Dated January 7,    
2000, Spencer Rosenheck and Albert Schami on July 9, 2002, we have filed a      
shelf registration statement pursuant to Rule 415 under the Securities Act of   
which this prospectus is a part, covering resales of the Jones common stock     
issued to the Trust and a portion of the Jones common stock issued to the       
Escrow Agent in connection with our acquisition of 100% of the common stock of  
each of R.S.V. Sport, Inc., American Buffalo, Inc., L.E.I. Design Studios,      
Inc. and Exportex De Mexico, S.A. De C.V. These securities cease to be          
registrable securities under the registration rights agreement when (i) a       
registration statement registering the securities has become effective under    
the Securities Act and the securities have been sold pursuant thereto, (ii)     
the securities have been sold under Rule 144 (or successor provision) under     
the Securities Act, (iii) the securities have been otherwise transferred and    
new certificates for them not bearing a legend restricting further transfer     
have been delivered by us or (iv) the securities cease to be outstanding.       

Subject to certain rights to suspend use of the shelf registration    
statement, we will use reasonable efforts to cause the shelf registration       
statement to be declared effective and to keep the shelf registration           
statement effective until the earlier of (1) the date on which all the Jones    
common stock covered by the shelf registration statement are disposed of in     
accordance therewith and (2) August 15, 2003, the first anniversary of the      
original date of issuance of the Jones common stock.                            

 The following requirements and restrictions will generally apply to the
selling shareholders in the sale of the Jones common stock pursuant to the      
shelf registration statement:                                                   

 o    the selling shareholders will be required to be named as
selling shareholders in the related prospectus;   

o    the selling shareholders will be required to deliver a 
prospectus to purchasers;                         

   o    the selling shareholders will be subject to certain of the
    civil liability provisions under the Securities Act in
connection with such sales; and                   

        o    the selling shareholders will be bound by the provisions of the
          registration rights agreement applicable to each such holder
(including certain indemnification obligations).  

 The Trust must give us written notice of any intended sale, transfer or
other disposition of the Jones common stock five business days prior to such    
sale, transfer or other disposition, and such sale, transfer or other           
disposition must take place, if at all, within 10 business days of the date     
that the written notice is provided to us. We must advise the Trust whether an  
amendment or supplement to the registration statement is necessary after the    
receipt of such sale notice. If we consider it necessary to amend or            
supplement the registration statement, the proposed sale must be suspended      
until the registration statement has been amended or supplemented and declared  
effective. We must use reasonable efforts to file any such amendment or         
supplement and to cause the registration statement to be declared effective.    
We are permitted to delay filing any such amendment or supplement (the period   
of all such delays shall not exceed, in the aggregate, 150 days in any 360-day  
period) in specified circumstances, including circumstances relating to         
pending corporate developments. If we do not notify the Trust that the          
effectiveness of the registration statement will be delayed then the Trust      
shall not be entitled to submit another notice of sale, transfer or other       
disposition of the Jones common stock until 25 days after the proposed date of  
sale, transfer or other disposition set forth in the previous notice.           

  If we decide to register securities under the Securities Act for sale to
the public in an underwritten offering and the underwriters of such offering    
inform us that the availability of the selling shareholders' registered Jones   
common stock for public sale pursuant to this shelf registration statement      
would adversely interfere with the successful marketing or pricing of the       
securities we propose to register, we will give prompt written notice to the    
Trust of our intended offering. Upon such notice, the selling shareholders      
will not sell, transfer or otherwise dispose of their Jones common stock        
without our prior written consent for a period designated by us (the period     
shall not begin more than 15 days prior to and not last more than 90 days       
after the effective date of the registration statement relating to our offered  
securities). We will include in such registration, and in any underwriting      
involved, all the Jones common stock specified in a written request made by     
the Trust within 10 days after receipt of the written notice from us,           
provided, however, that the applicable selling shareholder will enter into an   
underwriting agreement in customary form with the underwriters selected by us   
and, notwithstanding any of the foregoing, if the underwriters inform us that   
inclusion of the selling shareholders' Jones common stock would adversely       
interfere with the successful marketing or pricing of the securities proposed   
to be registered by us, the underwriters may limit or exclude the Jones common  
stock requested to be included in the registration and underwriting by the      
Trust.                                                                          

- 6 - 

S-3
11th Page of 20
TOC
1st
Previous
Next
↓Bottom
Just 11th
  Subject to certain limitations, the registration rights agreement grants
the Trust the right to demand one registration for an underwritten stock        
offering to sell all or any portion of the stock covered by the registration    
statement, provided that the underwritten stock offering shall have a gross     
market value of not less than $20,000,000. If the Trust provides us with        
written notice of its desire to sell its shares by means of an underwritten     
offering, we must file such amendments and supplements to the shelf             
registration as we deem necessary and use reasonable efforts to cause such an   
underwritten offering to comply with all applicable rules and regulations of    
the SEC. We must also assist the selling shareholders in marketing the Jones    
common stock to be sold pursuant to such an underwritten offering.              

The Trust may be entitled to receive more shares of Jones common stock
and Spencer Rosenheck and Albert Schami may be entitled to receive shares of    
Jones common stock based on the performance of l.e.i. over the three-year       
period after August 15, 2002. Under the registration rights agreement, we must  
amend the registration statement of which this prospectus is a part or file a   
new registration statement covering resales of such common stock and use        
reasonable efforts to maintain the effectiveness of the applicable              
registration statement for a period of one year from the issuance of any such   
contingent shares, or until the Trust, Spencer Rosenheck and Albert Schami      
have completed the distribution of such contingent shares, whichever occurs     
first. We will amend the registration statement filed herewith or file a new    
registration statement to include any shares that may be issued until 2005      
based on l.e.i.'s future operating performance.                                 

Pursuant to the registration rights agreement and the acquisition     
agreement by and among R.S.V. Sport, Inc., American Buffalo, Inc., L.E.I.       
Design Studios, Inc., Exportex De Mexico, S.A. De C.V., Mel Geliebter, Susan    
Geliebter, The Geliebter Living Trust Dated January 7, 2000 and Jones Apparel   
Group, Inc., the Trust may not, and may not direct the Escrow Agent to, sell,   
assign or transfer (except to certain persons or for estate planning purposes)  
more than an aggregate of 310,756 of the shares registered under this shelf     
registration statement for a period of six months after August 15, 2002 or      
more than an aggregate of 517,927 of the shares registered under this shelf     
registration statement for a period of one year after August 15, 2002.          

Furthermore, an aggregate of 517,927 of the shares offered by this    
prospectus are currently subject to escrow. Pursuant to the escrow agreement    
entered into among the Trust, Jones Apparel Group, Inc. and the Escrow Agent    
and, subject to certain restrictions, the Trust may from time to time direct    
the Escrow Agent to sell all or any portion of the escrowed Jones common        
stock, provided that the proceeds of such sales shall remain in the escrow      
account until they are released in accordance with the terms of the escrow      
agreement.                                                                      

The summary above of certain provisions of the registration rights    
agreement is subject to, and is qualified in its entirety by reference to, all  
the provisions of the registration rights agreement, a copy of which is filed   
as an exhibit attached hereto.                                                  

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 September 11, 2002, we had 128,934,707 shares      
of common stock issued and outstanding and no shares of preferred stock         
outstanding. Jones 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 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 Apparel Group 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                                                                      

- 7 - 

S-3
12th Page of 20
TOC
1st
Previous
Next
↓Bottom
Just 12th
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.                                                             

The transfer agent and registrar for Jones common stock is The Bank of
New York.                                                                       

SELLING SHAREHOLDERS  

   The following table sets forth the selling shareholders' names, number of
shares beneficially owned and percent of outstanding shares. Based on the       
information provided to us by the selling shareholders, the Trust has not had   
any position, office or other material relationship with Jones within the past  
three years. JPMorgan Chase Bank is an agent under one of our senior credit     
facilities and a lender under both of our senior credit facilities. An          
affiliate of JPMorgan Chase Bank acted as an arranger for one of our senior     
credit facilities. We have also engaged in foreign exchange transactions with   
JPMorgan Chase Bank. JPMorgan Chase Bank may, from time to time in the future,  
engage in transactions with and perform services for us in the ordinary course  
of their business.                                                              

   An aggregate of 517,927 shares being registered hereby are currently held
in escrow under the terms of the escrow agreement that we entered into with     
the Trust and JPMorgan Chase Bank, the Escrow Agent, in connection with our     
acquisition of l.e.i. Subject to certain restrictions, the Trust may from time  
to time direct the Escrow Agent to sell all or any portion of the escrowed      
stock, provided that the proceeds of such sales shall remain in the escrow      
account until they are released in accordance with the terms of the escrow      
agreement.  The Escrow Agent will hold the escrowed stock and any escrowed      
funds for the Trust until it is required to disburse it (a) to Jones or the     
Trust upon receipt of a certificate requesting such disbursement signed by      
both Jones and the Trust, (b) upon receipt of a final award or order of a       
court of competent jurisdiction directing the payment of all or any portion of  
the escrowed stock or any escrowed funds to Jones or the Trust and (c) on       
August 15, (or, if such date is not a business day, on the next succeeding      
business day) of each year from 2003 to 2005 when one third of the escrowed     
shares and one third of any escrowed funds are to be released to the Trust      
upon receipt by the Escrow Agent of a certificate signed by the Trust.          

                                                              Number of Shares
                                          Percent of    Registered
Names of Selling            Number of Shares     Outstanding   for Sale         
Shareholders                Beneficially Owned   Shares        Hereby(1)        

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

The Geliebter Living Trust                                                      
Dated January 7, 2000       1,035,854            *%            310,756          

JPMorgan Chase Bank, as     0                    *%            517,927          
Escrow Agent                                                                    

*  [Less than 1%]                                                               

(1)  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.

We prepared this table based on the information supplied to us by the 
selling shareholders, and we have not sought to verify such information.        

The selling shareholders may have sold or transferred, in transactions
exempt from the registration requirements of the Securities Act, some or all    
of their shares of Jones common stock since the date on which the information   
in the above table was provided to us. Information about the selling            
shareholders may change over time.                                              

   Because the selling shareholders may offer all or some of their shares of
Jones common stock from time to time, we cannot estimate the number of shares   
of Jones common stock that will be held by the selling shareholders upon the    
termination of any particular offering by the selling shareholders. See "Plan   
of Distribution."                                                               

- 8 -   

S-3
13th Page of 20
TOC
1st
Previous
Next
↓Bottom
Just 13th
PLAN OF DISTRIBUTION  

The selling shareholders intend to distribute the shares of Jones     
common stock from time to time only as follows (if at all):                     

o    to or through underwriters, brokers or dealers;        

o    directly to one or more other purchasers;              

o    through agents on a best-efforts basis; or             

     o    otherwise through a combination of any such methods of sale.

If the selling shareholders sell their shares of Jones common stock   
through underwriters, dealers, brokers or agents, such underwriters, dealers,   
brokers or agents may receive compensation in the form of discounts,            
concessions or commissions from the selling shareholders and/or the purchasers  
of the shares of Jones common stock.                                            

The shares of Jones common stock may be sold from time to time:       

      o    in one or more transactions at a fixed price or prices, which
may be changed;                                   

o    at market prices prevailing at the time of sale;       

o    at prices related to such prevailing market prices;    

o    at varying prices determined at the time of sale; or   

o    at negotiated prices.                                  

Such sales may be effected in transactions:                           

    o    on any national securities exchange or quotation service on
             which Jones common stock may be listed or quoted at the time of
sale;                                             

o    in the over-the-counter market;                        

       o    in block transactions in which the broker or dealer so engaged
            will attempt to sell the shares of Jones common stock as agent
             but may position and resell a portion of the block as principal
             to facilitate the transaction, or in crosses, in which the same
 broker acts as an agent on both sides of the trade;

        o    in transactions otherwise than on such exchanges or services or
in the over-the-counter market;                   

o    through the writing of options; or                     

o    through other types of transactions.                   

In connection with sales of the Jones common stock or otherwise, the  
selling shareholders may enter into hedging transactions with broker-dealers    
or others, which may in turn engage in short sales of the Jones common stock    
in the course of hedging the positions they assume. The selling shareholders    
may also sell Jones common stock short and deliver Jones common stock to close  
out such short positions, or loan or pledge Jones common stock to               
brokers-dealers or others that in turn may sell such securities. The selling    
shareholders may pledge or grant a security interest in some or all of the      
Jones common stock owned by them and, if they default in the performance of     
their secured obligations, the pledgees or secured parties may offer and sell   
the Jones common stock from time to time pursuant to this prospectus. The       
selling shareholders also may transfer and donate shares of Jones common stock  
in other circumstances, in which case the transferees, donees, pledgees or      
other successors in interest will be the selling shareholders for purposes of   
the prospectus. In addition, any shares of Jones common stock covered by this   
prospectus that qualify for sale pursuant to Rule 144, Rule 144A or any other   
available exemption from registration under the Securities Act may be sold      
under Rule 144, Rule 144A or such other available exemption.                    

- 9 -   

S-3
14th Page of 20
TOC
1st
Previous
Next
↓Bottom
Just 14th
At the time a particular offering of shares of Jones common stock is  
made, a prospectus supplement, if required, will be distributed, which will     
set forth the number of shares of Jones common stock being offered and the      
terms of the offering, including the name or names of any underwriters,         
dealers, brokers or agents, if any, and any discounts, commissions or           
concessions allowed or reallowed to be paid to brokers or dealers.              

   The selling shareholders and any underwriters, dealers, brokers or agents
who participate in the distribution of the shares of Jones common stock may be  
deemed to be "underwriters" within the meaning of the Securities Act, and any   
profits on the sale of the shares of Jones common stock by them and any         
discounts, commissions or concessions received by any such underwriters,        
dealers, brokers or agents may be deemed to be underwriting discounts and       
commissions under the Securities Act.                                           

The selling shareholders and any other person participating in such   
distribution will be subject to applicable provisions of the Exchange Act and   
the rules and regulations thereunder, including, without limitation,            
Regulation M, which may limit the timing of purchases and sales of the shares   
of Jones common stock by the selling shareholders and any other such person.    
Furthermore, Regulation M under the Exchange Act may restrict the ability of    
any person engaged in a distribution of the shares of Jones common stock to     
engage in market-making activities with respect to the shares of Jones common   
stock being distributed for a period of up to five business days prior to the   
commencement of such distribution. All of the foregoing may affect the          
marketability of the shares of Jones common stock and the ability of any        
person or entity to engage in market-making activities with respect to the      
shares of Jones common stock.                                                   

  Pursuant to the registration rights agreement entered into in connection
with the issuance of shares in our acquisition of 100% of the common stock of   
R.S.V. Sport, Inc., American Buffalo, Inc., L.E.I. Design Studios, Inc. and     
Exportex De Mexico, S.A. De C.V., Jones on the one hand and the Trust on the    
other hand will be indemnified by the other against certain liabilities,        
including certain liabilities under the Securities Act, or will be entitled to  
contribution in connection therewith.                                           

We will pay all expenses of this shelf registration statement, except 
that the selling shareholders will pay any broker's commission, agency fee or   
underwriter's discount or commission.                                           

   JPMorgan Chase Bank is an agent under one of our senior credit facilities
and a lender under both of our senior credit facilities. An affiliate of        
JPMorgan Chase Bank acted as an arranger for one of our senior credit           
facilities. We have also engaged in foreign exchange transactions with          
JPMorgan Chase Bank. JPMorgan Chase Bank may, from time to time in the future,  
engage in transactions with and perform services for us in the ordinary         
course of their business.                                                       

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 Jones common stock and other    
matters. Statements in this prospectus, including those incorporated by         
reference, that are not historical facts are "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. Forward-looking statements, including,       
without limitation, those relating to our future business prospects, revenues   
and income, wherever they 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 forward-looking statements. You should consider         
forward-looking statements, therefore, in light of various important factors,   
including those set forth in this prospectus. Important factors that could      
cause actual results to differ materially from estimates or projections         
contained in the forward-looking statements include, without limitation:        

 o    the effect of national and regional economic conditions;

     o    lowered levels of consumer spending resulting from a general
             economic downturn or generally reduced shopping activity caused
by public safety concerns;                        

     o    the performance of our products within the prevailing retail
environment;                                      

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

o    financial difficulties encountered by customers;       

- 10 -    

S-3
15th Page of 20
TOC
1st
Previous
Next
↓Bottom
Just 15th
       o    the effects of vigorous competition in the markets in which we
operate;                                          

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

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

o    risks relating to our extensive foreign operations and 
manufacturing;                                    

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

o    our ability to secure and protect trademarks and other 
intellectual property rights.                     

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 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.                                                        

VALIDITY OF SECURITIES  

  The validity of the securities offered by this prospectus will be passed
upon by Ira M. Dansky, Esq., our Executive Vice President and General Counsel.  
With respect to certain matters concerning Pennsylvania law, he will rely on    
Wolf, Block, Schorr and Solis-Cohen LLP, Philadelphia, Pennsylvania. As of      
September 11, 2002, Mr. Dansky owned no shares of Jones common stock but had    
options to purchase 239,332 shares of Jones common stock.                       

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, and are incorporated
herein in reliance upon such reports given upon the authority of said firm as   
experts in accounting and auditing.                                             

- 11 -  

S-3
16th Page of 20
TOC
1st
Previous
Next
↓Bottom
Just 16th
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 amounts     
shown are estimates except for the SEC registration fee. 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 its counsel and all "road show" and other marketing expenses   
incurred by the Jones or any underwriters which are not otherwise paid by such  
underwriters.                                                                   

    SEC Registration Fee........................  $ 2,810.16
    Accounting Fees and Expenses................   25,000.00
    Legal Fees and Expenses.....................   30,000.00
    Miscellaneous Expenses......................        0.00
                                                    --------
                      Total.....................  $57,810.16

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 Amended and        
Restated By-laws of Jones Apparel Group, Inc. and Section 7.1 of the By-laws    
of Jones Apparel Group USA, Inc. provide 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, such By-laws provide that the applicable          
corporation 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           
attorney's 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.                                                           

   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.                                                                         

 Section 1743 of the Pennsylvania Business Corporation Law provides that
to the extent that a representative of a corporation has been successful on     
the merits or otherwise in defense of any action or proceeding referred to in   
Sections 1741 or 1742 or in defense of any claim, issue or matter therein, he   
or she shall be indemnified against expenses (including attorney fees)          
actually and reasonably incurred by him or her in connection therewith.         

II-1  

S-3
17th Page of 20
TOC
1st
Previous
Next
↓Bottom
Just 17th
ITEM 16.  EXHIBITS                                                              

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

4.1            Form of Certificate evidencing shares of common stock of Jones   
           Apparel Group, Inc., 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 as of July 9, 2002 by and    
         among Jones Apparel Group, Inc., The Geliebter Living Trust
         Dated January 7, 2000, Spencer Rosenheck and Albert Schami.

5.1            Opinion of Ira M. Dansky, Esq.                                   

5.2            Opinion of Wolf, Block, Schorr and Solis-Cohen 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 Wolf, Block, Schorr and Solis-Cohen LLP (included in  
opinion filed as Exhibit 5.2).                    

24.1           Power of Attorney (included in signature page).                  

ITEM 17.       UNDERTAKINGS.                                                    

(a)       The undersigned registrant hereby undertakes:               

          (1)  To file, during any period in which offers or sales are
    being made of the securities registered hereby, 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;             

           (ii) To reflect in the prospectus any facts or events arising
                  after the effective date of the registration statement (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 low or
               high end of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the
                Commission pursuant to Rule 424(b) if, in the aggregate,
                 the changes in volume and price represent no more than 20
                  percent change in the maximum aggregate offering price set
               forth in the "Calculation of Registration Fee" table in
this 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 the undertaking set forth in paragraphs (i) and
 (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 with or furnished to the Commission by the registrant   
   pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
 1934 that are incorporated by reference in this registration statement.

          (2) That, for the purpose of determining any liability under
 the Securities Act of 1933, 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.                                      

II-2  

S-3
18th Page of 20
TOC
1st
Previous
Next
↓Bottom
Just 18th
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the  
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the    
Securities Exchange Act of 1934 that is incorporated by reference in the        
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 of 1933 may be permitted to directors, officers and controlling  
persons of the registrant pursuant to the foregoing provisions or otherwise,    
the registrant has been advised that in the opinion of the Securities and       
Exchange Commission 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 Act and will be governed by the final adjudication of such     
issue.                                                                          

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 September 13,        
2002.                                                                           

                         JONES APPAREL GROUP, INC.
          Registrant

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

II-3  

S-3
19th Page of 20
TOC
1st
Previous
Next
↓Bottom
Just 19th
POWER OF ATTORNEY   

   Each person whose signature appears below constitutes and appoints Ira M.
Dansky, Wesley R. Card and Patrick M. Farrell and each of them, his or her      
true and lawful attorney-in-fact and agent, with full power of substitution     
and resubstitution, for him or her and in his or her name, place and stead, in  
any and all capacities, to sign any and all amendments to this registration     
statement, including any registration statement filed pursuant to Rule 462(b)   
under the Securities Act, and to file the same, with all exhibits thereto, and  
other documents in connection therewith, with the Securities and Exchange       
Commission, granting unto said attorney-in-fact and agent 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 or could do in person, hereby ratifying and confirming     
all that said attorney-in-fact, agent, or his substitute 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           September 13, 2002  
------------------------                                                        
Sidney Kimmel                                                       

/s/  Peter Boneparth      President and Chief             September 13, 2002  
------------------------   Executive Officer and Director                       
Peter Boneparth      (Principal Executive Officer)                  

/s/  Wesley R. Card       Chief Operating and Financial   September 13, 2002  
------------------------   Officer                                              
Wesley R. Card      (Principal Financial Officer)                 

/s/  Patrick M. Farrell   Senior Vice President and       September 13, 2002  
-------------------------  Corporate Controller                                 
Patrick M. Farrell   (Principal Accounting Officer)                 

/s/  Geraldine Stutz      Director                        September 13, 2002  
-------------------------                                                       
Geraldine Stutz                                                     

/s/  Howard Gittis        Director                        September 13, 2002  
-------------------------                                                       
Howard Gittis                                                       

/s/  Anthony F. Scarpa    Director                        September 13, 2002  
-------------------------                                                       
Anthony F. Scarpa                                                   

/s/  Michael L. Tarnopol  Director                        September 13, 2002  
-------------------------                                                       
Michael L. Tarnopol                                                 

/s/  Matthew H. Kamens    Director                        September 13, 2002  
-------------------------                                                       
Matthew H. Kamens                                                   

/s/  J. Robert Kerrey     Director                        September 13, 2002  
-------------------------                                                       
J. Robert Kerrey                                                    

II-4  

S-3
Last Page of 20
TOC
1st
Previous
Next
↓Bottom
Just 20th
EXHIBIT INDEX 

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

4.1            Form of Certificate evidencing shares of common stock of Jones   
           Apparel Group, Inc., 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 as of July 9, 2002 by and    
         among Jones Apparel Group, Inc., The Geliebter Living Trust
         Dated January 7, 2000, Spencer Rosenheck and Albert Schami.

5.1            Opinion of Ira M. Dansky, Esq.                                   

5.2            Opinion of Wolf, Block, Schorr and Solis-Cohen 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 Wolf, Block, Schorr and Solis-Cohen LLP (included in  
opinion filed as Exhibit 5.2).                    

24.1           Power of Attorney (included in signature page).                  

II-5  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
		12/31/30		7
		6/1/10		7
		12/31/06		7					10-K,  10-K/A
		12/31/05		7					10-K
		8/15/03		10
Filed on:		9/13/02		1		19
		9/11/02		2		15
		8/16/02		5					10-Q,  8-K
		8/15/02		3		11
		7/12/02		5					8-K
		7/9/02		10		20
		7/7/02		5
		5/17/02		5					10-Q
		5/9/02		5					8-K
		5/1/02		5					8-K
		4/8/02		6
		4/6/02		5					10-Q
		4/3/02		5					8-K
		3/25/02		5					10-K
		3/11/02		5					424B3,  8-K
		12/31/01		5					10-K
		6/19/01		6					8-K
		1/7/00		3		20
		10/28/98		17		20			S-3
									List all Filings