JONES GROUP INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-04-16: Form 8-K; Period of report 2014-04-15; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2014-04-09: Form 8-K; Period of report 2014-04-08; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
- 2014-04-09: Form 8-K; Period of report 2014-04-08; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.01.
- 2014-04-08: Form 8-K; Period of report 2014-04-07; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-04-16 | 8-K | 2014-04-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On April 15, 2014, Nine West Holdings, Inc. (as successor to The Jones Group Inc., the “Company”) announced that Wesley R. Card and John T. McClain will step down as Chief Executive Officer and Chief Financial Officer, respectively, of the Company. | d713003d8k.htm |
| 2014-04-09 | 8-K | 2014-04-08 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 As previously disclosed, on April 8, 2014, Jasper Parent LLC (“Parent”) completed its acquisition of The Jones Group Inc. (the “Company”). | d710310d8k.htm |
| 2014-04-09 | 8-K | 2014-04-08 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 1.02 In connection with the consummation of the Merger, on April 8, 2014, the Company and certain affiliates of the Company that are borrowers under the Amended and Restated Credit Agreement, dated as of April 28, 2011, among the Company, Jones Apparel Group Holdings, Inc., Jones USA, JAG Footwear, Accessories and Retail Corporation, Jones Jewelry Group, Inc., Jones Investment Co. Inc., Jones Jeanswear Group, Inc., Nine West Development Corporation, Jones Apparel Group Canada, LP, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other lender parties party thereto (as amended and restated from time to time, the “2011 Credit Agreement”), repaid all of the outstanding obligations in respect of principal, interest and fees under the 2011 Credit Agreement, and terminated all applicable commitments under the 2011 Credit Agreement. 2.01 The disclosure set forth in the section above titled “Introduction” is incorporated herein by reference. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 3.01 On April 7, 2014, in connection with the consummation of the Merger, the Company notified NYSE that trading in the Company’s common stock should be suspended and the listing of the Company’s common stock on NYSE should be removed, in each case prior to market open on April 9, 2014. 3.03 The disclosure set forth in the section above titled “Introduction” and in Item 3.01 is incorporated herein by reference. 5.01 Pursuant to the Merger Agreement, at the effective time of the closing of the Merger, the Company became a wholly owned subsidiary of Parent. 5.02 In connection with, and at the effective time of, the Merger, each of the eleven directors of the Company immediately prior to the effective time (Wesley R. Card, Sidney Kimmel, Matthew H. Kamens, Gerald C. Crotty, Lowell W. Robinson, Robert L. Mettler, Margaret H. Georgiadis, John D. Demsey, Jeffrey D. Nuechterlein, Ann Marie C. Wilkins and James A. Mitarotonda) ceased to be directors of the Company, and Stefan Kaluzny and Peter Morrow became the directors of the Company. | d710716d8k.htm |
| 2014-04-08 | 8-K | 2014-04-07 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On April 7, 2014, The Jones Group Inc. (the “Company”) held its Special Meeting of Shareholders (the “Special Meeting”). 8.01 On April 7, 2014, the Company issued a press release announcing the results of the Special Meeting, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | form8-k.htm |
| 2014-03-31 | 8-K | 2014-03-31 | 8.01 Other Events | 8.01 As previously announced, on December 19, 2013, The Jones Group Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “merger agreement”) with Jasper Parent LLC (“Parent”) and Jasper Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub” and together with Parent and Sycamore (as defined below), the “Sycamore Defendants”), providing for the merger of Merger Sub with and into the Company (the “merger”), with the Company surviving the merger as a wholly owned subsidiary of Parent. | form8-k.htm |
| 2014-03-24 | 8-K | 2014-03-24 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on December 19, 2013, The Jones Group Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Jasper Parent LLC (“Parent”) and Jasper Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Parent, providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”). | form8k.htm |
| 2014-03-07 | 8-K | 2014-03-06 | 8.01 Other Events | 8.01 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. | form8k-defa14a.htm |
| 2014-03-04 | 8-K | 2014-03-04 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on December 19, 2013, The Jones Group Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Jasper Parent LLC (“Parent”) and Jasper Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Parent, providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”). | form-8k.htm |
| 2014-03-03 | 8-K | 2014-03-03 | 8.01 Other Events | 8.01 On March 3, 2014, The Jones Group Inc. (the “Company”) issued a press release announcing that it has set a record date and meeting date for a special meeting of its shareholders to consider and vote upon a proposal to adopt the previously announced Agreement and Plan of Merger dated December 19, 2013, among the Company, Jasper Parent LLC (“Parent”) and Jasper Merger Sub, Inc., a wholly-owned subsidiary of Parent, and other proposals related to the merger. | form8k-defa14a.htm |
| 2014-02-26 | 8-K | 2014-02-26 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on December 19, 2013, The Jones Group Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Jasper Parent LLC (“Parent”) and Jasper Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Parent, providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”). | d685214d8k.htm |
| 2014-02-24 | 8-K | 2014-02-24 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on December 19, 2013, The Jones Group Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Jasper Parent LLC (“Parent”) and Jasper Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Parent, providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”). | d681093d8k.htm |
| 2014-02-18 | 8-K | 2014-02-18 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on December 19, 2013, The Jones Group Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Jasper Parent LLC (“Parent”) and Jasper Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Parent, providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”). | form8k.htm |
| 2014-02-13 | 8-K | 2014-02-13 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on December 19, 2013, The Jones Group Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Jasper Parent LLC (“Parent”) and Jasper Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Parent, providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”). | form8k.htm |
| 2014-02-10 | 8-K | 2014-02-10 | 2.02 Results of Operations and Financial Condition; 2.06 Material Impairments | 2.02 On February 10, 2014, The Jones Group Inc. (the "Company") issued a press release reporting its results of operations for the fiscal quarter and year ended December 31, 2013. 2.06 On February 10, 2014, the Company announced that it had completed its annual goodwill and trademark impairment analysis for 2013 as required by ASC350 "Intangibles - Goodwill and Other" and that, as a result of the analysis, it recorded a charge of $57.1 million during the fiscal quarter ended December 31, 2013 for the impairment of goodwill and trademarks. | feb1014.htm |
| 2014-01-21 | 8-K | 2014-01-17 | 8.01 Other Events | 8.01 On January 17, 2014, the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the previously announced proposed acquisition of The Jones Group Inc. (the “Company”) by affiliates of Sycamore Partners, L.P. and Sycamore Partners A, L.P. (collectively, the “Sponsor”). | form-8k.htm |
| 2014-01-13 | 8-K | 2014-01-13 | 8.01 Other Events | 8.01 On January 13, 2014, Wesley R. Card, Chief Executive Officer of The Jones Group Inc. (the “Company”), sent an electronic message to the Company’s associates. | form8k.htm |