Attached files
| file | filename |
|---|---|
| EX-99.2 - PRESS RELEASE - NOTICE OF CHANGE OF CONTROL - JONES GROUP INC | ex99-2.htm |
| EX-99.1 - PRESS RELEASE - DEFINITIVE PROXY STATEMENT - JONES GROUP INC | ex99-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 2014
The Jones Group Inc.
(Exact name of registrant as specified in its charter)
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Pennsylvania
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1-10746
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06-0935166
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1411 Broadway
New York, New York
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(Address of principal executive offices)
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10018
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(Zip Code)
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| (212) 642-3860 | ||||
| (Registrant’s Telephone Number, Including Area Code) | ||||
| Not Applicable | ||||
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01
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Other Events.
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On March 6, 2014, The Jones Group Inc. (the “Company”) issued a press release announcing that it has filed definitive proxy materials with the U.S. Securities and Exchange Commission (the “SEC”) regarding the pending acquisition of the Company by Jasper Parent LLC (“Parent”) and that it expects to commence mailing of the definitive proxy materials this week. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Also on March 6, 2014, the Company issued a press release announcing that it has notified holders of its 6.875% senior notes due 2019 (the “Notes”) that a Change of Control Triggering Event, as defined in the indenture governing the Notes, will occur upon the consummation of the acquisition of the Company by Parent. Pursuant to the terms of the Notes, in connection with the acquisition, holders of the Notes will have the right to require the Company to purchase all or a portion of such holders’ Notes at a price of 101% of the principal amount thereof, plus any accrued and unpaid interest up to, but not including, the date of purchase. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
Statements about the expected timing, completion and effects of the proposed merger and offer to purchase the Notes, and all other statements made in this Current Report on Form 8-K that are not historical facts are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements may be identified by the use of words such as “may”, “will”, “expect”, “plan”, “anticipate”, “believe”, or “project”, or the negative of those words or other comparable words. Any forward-looking statements included in this Current Report on Form 8-K are made as of the date hereof only, based on information available to the Company as of the date hereof, and subject to applicable law to the contrary, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company’s actual results to differ materially from those suggested by the projected results in such forward-looking statements. Such risks and uncertainties include, among others: any conditions imposed on the parties in connection with the consummation of the transactions described herein; approval of the merger by the Company’s shareholders (or the failure to obtain such approval); the Company’s ability to maintain relationships with customers, employees or suppliers following the announcement of the merger agreement and the transactions contemplated thereby; the ability of third parties to fulfill their obligations relating to the proposed transactions, including providing financing under current financial market conditions; the ability of the parties to satisfy the conditions to closing of the proposed transactions; the risk that the merger and the other transactions contemplated by the merger agreement may not be completed in the time frame expected by the parties or at all; and the risks that are described from time to time in the Company’s reports filed with the SEC, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 18, 2014, in other of the Company’s filings with the SEC from time to time, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and on general industry and economic conditions.
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The Company believes these forward-looking statements are reasonable; however, you should not place undue reliance on forward-looking statements, which are based on current expectations. Any or all of the Company’s forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond the Company’s control.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by Parent. In connection with the proposed merger, the Company has filed a definitive proxy statement and other related documents with the SEC and will mail a definitive proxy statement to its shareholders. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S SHAREHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The Company’s shareholders will be able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s shareholders will also be able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents by directing a request by mail or telephone to The Jones Group Inc. Investor Relations at 1411 Broadway, New York, NY 10018, telephone number (212) 703-9819, or from the Company’s website, www.jonesgroupinc.com, or by contacting D.F. King & Co., Inc., which is assisting Jones, toll-free at (800) 967-4607.
Certain Information Concerning Participants
The Company and its directors and officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2013 Annual Meeting of Shareholders, which was filed with the SEC on May 15, 2013. Shareholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company’s shareholders generally, by reading the definitive proxy statement and other relevant documents regarding the proposed merger filed with the SEC. Investors should read the definitive proxy statement carefully before making any voting or investment decisions.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits. The following Exhibits are filed as part of this Report on Form 8-K:
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99.1
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Press Release, dated March 6, 2014, announcing Filing of the Company’s Definitive Proxy Statement.
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99.2
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Press Release, dated March 6, 2014, announcing Notice of Change of Control with respect to the Company’s 6.875% Senior Notes Due 2019.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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THE JONES GROUP INC.,
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Date: March 6, 2014
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By:
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/s/ Ira M. Dansky | |
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Executive Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
| Exhibit Number |
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Description
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99.1
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Press Release, dated March 6, 2014, announcing Filing of the Company’s Definitive Proxy Statement.
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99.2
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Press Release, dated March 6, 2014, announcing Notice of Change of Control with respect to the Company’s 6.875% Senior Notes Due 2019.
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