<HTML><HEAD><TITLE>Form 8-K</TITLE>
<BODY>
<P align=center><FONT face="Times New Roman"><FONT size=5>UNITED STATES
SECURITIES AND EXCHANGE COMMISSION</FONT></P><FONT size=4>
<P align=center>Washington, D.C. 20549</P>
<P align=center></FONT><B><FONT size=5>Form 8-K</FONT></P>
<P align=center>CURRENT REPORT<BR>PURSUANT TO SECTION 13 OR 15(d) OF
THE<BR>SECURITIES EXCHANGE ACT OF 1934</P></B>
</FONT>
<P align=center>Date of Report (Date of earliest event reported): <BR>May 16, 2005</P>
<FONT face="Times New Roman">
<P>&nbsp;</P>
<P align=center><FONT size=5>JONES APPAREL GROUP, INC.</FONT></FONT><BR>(Exact Name of
registrant as specified in its charter)</P>
<P>&nbsp;</P>
<DIV align=center>
<CENTER>
<TABLE border=0 cellPadding=0
style="BORDER-BOTTOM: medium none; BORDER-LEFT: medium none; BORDER-RIGHT: medium none; BORDER-TOP: medium none"
width="100%" cellspacing="5">
  <TR>
    <TD vAlign=top width="34%" align="center">
      <P align=center>Pennsylvania
      <hr noshade size="1" color="#000000">
      (State or Other Jurisdiction of
      Incorporation)
    </TD>
    <TD vAlign=top width="30%" align="center">
      <P align=center>1-10746
      <hr noshade size="1" color="#000000">
      (Commission File Number)</TD>
    <TD vAlign=top width="36%" align="center">
      <P align=center>06-0935166
      <hr noshade size="1" color="#000000">
      (IRS Employer Identification
  No.)</TD></TR></TABLE></CENTER></DIV>
<div align="center">
  <center>
  <table border="0" cellpadding="8" cellspacing="5" width="100%">
    <tr>
      <td width="25%" align="center"></td>
      <td width="50%" align="center">250 Rittenhouse Circle<BR>Bristol, PA 19007
        <hr noshade size="1" color="#000000">
        (Address of principal executive offices)</td>
      <td width="25%" align="center"></td>
    </tr>
    <tr>
      <td width="25%" align="center"></td>
      <td width="50%" align="center">(215) 785-4000
        <hr noshade size="1" color="#000000">
        (Registrant's telephone number, including
area code)</td>
      <td width="25%" align="center"></td>
    </tr>
    <tr>
      <td width="25%" align="center"></td>
      <td width="50%" align="center">Not Applicable
        <hr noshade size="1" color="#000000">
        Former name or former address, if changed since last report</td>
      <td width="25%" align="center"></td>
    </tr>
  </table>
  </center>
</div>
<p>Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:</p>
<p>[&nbsp; ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)&nbsp;<br>
[&nbsp; ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)&nbsp;<br>
[&nbsp; ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))<br>
[&nbsp; ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))</p>
<HR>
<p class="MsoNormal">Item 2.03&nbsp; Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; On May&nbsp;16, 2005, Jones Apparel Group,
Inc. (&quot;<u>Jones</u>&quot;) entered into an Amended and Restated Five-Year
Credit Agreement, dated as of that date (the &quot;<u>Credit Agreement</u>&quot;),
among Jones Apparel Group USA, Inc. (&quot;<u>Jones&nbsp;USA</u>&quot;), Jones,
Jones Apparel Group Holdings, Inc., Kasper, Ltd., Nine West Footwear
Corporation, and Jones Retail Corporation (collectively, the &quot;<u>Additional
Obligors</u>&quot; and, together with Jones&nbsp;USA, &quot;<u>Credit Parties</u>&quot;),
the lending institutions party thereto (the &quot;<u>Lenders</u>&quot;), J.P.
Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers
and Joint Bookrunners, Wachovia Bank, National Association, as Administrative
Agent for the Lenders (the &quot;<u>Administrative Agent</u>&quot;), JPMorgan
Chase Bank, N.A. and Citibank, N.A., as Syndication Agents for the Lenders and
Bank of America, N.A., Barclays Bank PLC and SunTrust Bank as Documentation
Agents.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; The Credit Agreement amends and restates
the $500&nbsp;million Three Year Credit Agreement, dated as of June&nbsp;10,
2003, as amended (the &quot;<u>Prior Credit Agreement</u>&quot;), among
Jones&nbsp;USA, the Additional Obligors, the lending institutions party thereto,
J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as
Administrative Agent for the lenders, JPMorgan Chase Bank and Citibank, N.A., as
Syndication Agents for the lenders, and Fleet National Bank and Bank of America,
N.A., as Documentation Agents. Jones is also party to a separate $1&nbsp;billion
Five-Year Credit Agreement, dated as of June&nbsp;15, 2004, as amended (the
&quot;<u>Continuing Credit Agreement</u>&quot;), among Jones&nbsp;USA, the
Additional Obligors, the lending institutions party thereto, Citigroup Global
Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint
Bookrunners, Wachovia Bank, National Association, as Administrative Agent for
the lenders, Citibank, N.A. and JPMorgan Chase Bank, as Syndication Agents for
the lenders and Bank of America, N.A., Barclays Bank PLC and SunTrust Bank as
Documentation Agents.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; The Credit Agreement provides for a
revolving credit facility of up to $750&nbsp;million, the entire amount of which
is available for advances and the issuance of trade and standby letters of
credit. The funds available under the Credit Agreement are available to
refinance certain existing indebtedness, to fund working capital and for general
corporate purposes, including acquisitions. Borrowing spreads and fees for
letters of credit are based on spreads above LIBOR and other available interest
rates, with the spreads changing based upon a pricing grid. Additionally, the
Credit Agreement facility size may be increased at any time or from time to
time, at the request of Jones&nbsp;USA (but subject to its ability to identify a
lender or lenders willing to participate in such increase), in minimum
increments of $25&nbsp;million, by an aggregate principal amount of up to $100
million. The Credit Agreement will mature on May&nbsp;16, 2010, at which time
all outstanding amounts and letters of credit under the Credit Agreement will be
due and payable.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; The terms and conditions of the Credit
Agreement are substantially similar to those of both the Prior Credit Agreement,
which it replaces, and the Continuing Credit Agreement. The Credit Agreement
contains representations, warranties and covenants customary for financings of
this type including, without limitation, covenants requiring maintenance of a
minimum Interest Coverage Ratio (as defined in the Credit Agreement) and a
minimum Consolidated Net Worth (as defined in the Credit Agreement), and
covenants limiting the Credit Parties' ability to (1)&nbsp;incur debt and
guaranty obligations, (2)&nbsp;incur liens, (3)&nbsp;make loans, advances,
investments and acquisitions, (4)&nbsp;merge or liquidate, (5)&nbsp;sell or
transfer assets, (6)&nbsp;pay dividends or make distributions to stockholders,
or (7)&nbsp;engage in transactions with affiliates.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; Events of Default under the Credit
Agreement (subject to customary grace periods and cure rights) are also
customary for financings of this type and include, but are not limited to, (i)&nbsp;failure
to pay interest, principal or fees when due; (ii)&nbsp;material breach of
representations or warranties, (iii)&nbsp;covenant default,
(iv)&nbsp;cross-default to other debt in excess of an agreed amount, (v)&nbsp;a
change in control, (vi)&nbsp;insolvency or bankruptcy, (vii)&nbsp;customary
defaults under the Employee Retirement Income Security Act of 1974, and (viii)&nbsp;monetary judgment default in excess of an agreed
amount. If an Event of Default occurs, the Administrative Agent may terminate
the Credit Agreement and declare the loans then outstanding, together with all
other amounts owed to the Lenders and the Administrative Agent under the Credit
Agreement, to be immediately due and payable. All of the Additional Obligors are
jointly and severally liable with Jones&nbsp;USA for all obligations of
Jones&nbsp;USA under the Credit Agreement.</p>
<p ALIGN="center">2</p>
<hr noshade size="1" color="#000000">
<P>Item 8.01&nbsp; Other Events.</P>
<P>&nbsp;&nbsp;&nbsp; On May 17, Jones announced the extension until 5:00 p.m.,
New York City Time, on May 19, 2005 of its, and certain of its subsidiaries',
offer to exchange (i) registered 4.250% Senior Notes due 2009, for the
outstanding and unregistered 4.250% Senior Notes due 2009, (ii) registered
5.125% Senior Notes due 2014, for the outstanding and unregistered 5.125% Senior
Notes due 2014 and (iii) registered 6.125% Senior Notes due 2034, for the
outstanding and unregistered 6.125% Senior Notes due 2034.</P>
<P>A copy of the press release is
attached as Exhibit 99.1 to this report.</P>
<P>Item 9.01&nbsp; Financial Statements and Exhibits.</P>
<TABLE border=0 cellPadding=0 width="100%" id="table1" cellspacing="4">

  <tr>
    <TD vAlign=bottom width="12%"><u>Exhibit No.</u></TD>
    <TD vAlign=bottom width="88%"><u>Description</u></TD>
  </tr>

  <tr>
    <TD vAlign=top width="11%">10.1</TD>
    <TD vAlign=top width="89%">Amended and Restated Five-Year Credit Agreement
      dated as of May 16, 2005, by and among Jones Apparel Group USA, Inc., the
      Additional Obligors referred to therein, the Lenders referred to therein,
      J.P. Morgan Securities Inc. and Citigroup Global Markets, Inc., as Co-Lead
      Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as
      Administrative Agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A., as
      Syndication Agents, and Bank of America, N.A., Barclays Bank PLC and
      Suntrust Bank, as Documentation Agents.<BR>&nbsp; </TD>
  </tr>

  <tr>
    <TD vAlign=top width="11%">99.1</TD>
    <TD vAlign=top width="89%">Press Release of the Registrant dated May 17,
      2005.<BR>&nbsp;&nbsp; </TD>
  </tr>

</TABLE>
<P align=center>3</P>
<HR>
<P align=center>&nbsp;<B>SIGNATURES</B></P>
<P>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.</P>
<P align=justify>&nbsp;</P>
<DIV align=center>
<CENTER>
<TABLE border=0 cellPadding=0
style="BORDER-BOTTOM: medium none; BORDER-LEFT: medium none; BORDER-RIGHT: medium none; BORDER-TOP: medium none"
width="100%">

  <TR>
    <TD width="50%"></TD>
    <TD width="50%">JONES APPAREL GROUP, INC.<BR>(Registrant)
      <P>By:&nbsp;<U>/s/ Wesley R. Card&nbsp;</U><BR>&nbsp;&nbsp;&nbsp;&nbsp;
      Wesley R. Card<BR>&nbsp;&nbsp;&nbsp;&nbsp; Chief Operating and Financial
      Officer</P></TD></TR></TABLE></CENTER></DIV>
<P>&nbsp;Date: May 17, 2005</P>
<P align=center>4</P>
<HR>
<P align=left>Exhibit Index</P>
<DIV align=left>
<TABLE border=0 cellPadding=0 width="100%" cellspacing="4">

  <TR>
    <TD width="12%" valign="bottom"><U>Exhibit No.</U></TD>
    <TD width="88%" valign="bottom"><U>Description</U></TD></TR>
  <tr>
    <TD vAlign=top width="8%">10.1</TD>
    <TD vAlign=top width="92%">Amended and Restated Five-Year Credit Agreement
      dated as of May 16, 2005, by and among Jones Apparel Group USA, Inc., the
      Additional Obligors referred to therein, the Lenders referred to therein,
      J.P. Morgan Securities Inc. and Citigroup Global Markets, Inc., as Co-Lead
      Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as
      Administrative Agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A., as
      Syndication Agents, and Bank of America, N.A., Barclays Bank PLC and
      Suntrust Bank, as Documentation Agents.<BR>&nbsp; </TD>
  </tr>
  <tr>
    <TD vAlign=top width="8%">99.1</TD>
    <TD vAlign=top width="92%">Press Release of the Registrant dated May 17,
      2005.<BR>&nbsp;&nbsp; </TD>
  </tr>
</TABLE></DIV>
<P align=center>5</P></BODY></HTML>
[{"type": "8-K", "sequence": "1", "filename": "may1605.htm", "description": "FORM 8-K", "secsgml_size_bytes": 12387}]
{"company-data": {"conformed-name": "JONES APPAREL GROUP INC", "cik": "0000874016", "assigned-sic": "2330", "irs-number": "060935166", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10746", "film-number": "05839088"}, "business-address": {"street1": "250 RITTENHOUSE CIRCLE", "street2": "KEYSTONE PK", "city": "BRISTOL", "state": "PA", "zip": "19007", "phone": "2157854000"}, "mail-address": {"street1": "250 RITTENHOUSE CIRCLE", "city": "BRISTOL", "state": "PA", "zip": "19007"}}
Form 8-K
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):
May 16, 2005
JONES APPAREL GROUP, INC.
(Exact Name of
registrant as specified in its charter)
Pennsylvania
(State or Other Jurisdiction of
      Incorporation)
1-10746
(Commission File Number)
06-0935166
(IRS Employer Identification
  No.)
250 Rittenhouse Circle
Bristol, PA 19007
(Address of principal executive offices)
(215) 785-4000
(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 filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[  ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.03  Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On May 16, 2005, Jones Apparel Group,
Inc. ("
Jones
") entered into an Amended and Restated Five-Year
Credit Agreement, dated as of that date (the "
Credit Agreement
"),
among Jones Apparel Group USA, Inc. ("
Jones USA
"), Jones,
Jones Apparel Group Holdings, Inc., Kasper, Ltd., Nine West Footwear
Corporation, and Jones Retail Corporation (collectively, the "
Additional
Obligors
" and, together with Jones USA, "
Credit Parties
"),
the lending institutions party thereto (the "
Lenders
"), J.P.
Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers
and Joint Bookrunners, Wachovia Bank, National Association, as Administrative
Agent for the Lenders (the "
Administrative Agent
"), JPMorgan
Chase Bank, N.A. and Citibank, N.A., as Syndication Agents for the Lenders and
Bank of America, N.A., Barclays Bank PLC and SunTrust Bank as Documentation
Agents.
The Credit Agreement amends and restates
the $500 million Three Year Credit Agreement, dated as of June 10,
2003, as amended (the "
Prior Credit Agreement
"), among
Jones USA, the Additional Obligors, the lending institutions party thereto,
J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as
Administrative Agent for the lenders, JPMorgan Chase Bank and Citibank, N.A., as
Syndication Agents for the lenders, and Fleet National Bank and Bank of America,
N.A., as Documentation Agents. Jones is also party to a separate $1 billion
Five-Year Credit Agreement, dated as of June 15, 2004, as amended (the
"
Continuing Credit Agreement
"), among Jones USA, the
Additional Obligors, the lending institutions party thereto, Citigroup Global
Markets Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint
Bookrunners, Wachovia Bank, National Association, as Administrative Agent for
the lenders, Citibank, N.A. and JPMorgan Chase Bank, as Syndication Agents for
the lenders and Bank of America, N.A., Barclays Bank PLC and SunTrust Bank as
Documentation Agents.
The Credit Agreement provides for a
revolving credit facility of up to $750 million, the entire amount of which
is available for advances and the issuance of trade and standby letters of
credit. The funds available under the Credit Agreement are available to
refinance certain existing indebtedness, to fund working capital and for general
corporate purposes, including acquisitions. Borrowing spreads and fees for
letters of credit are based on spreads above LIBOR and other available interest
rates, with the spreads changing based upon a pricing grid. Additionally, the
Credit Agreement facility size may be increased at any time or from time to
time, at the request of Jones USA (but subject to its ability to identify a
lender or lenders willing to participate in such increase), in minimum
increments of $25 million, by an aggregate principal amount of up to $100
million. The Credit Agreement will mature on May 16, 2010, at which time
all outstanding amounts and letters of credit under the Credit Agreement will be
due and payable.
The terms and conditions of the Credit
Agreement are substantially similar to those of both the Prior Credit Agreement,
which it replaces, and the Continuing Credit Agreement. The Credit Agreement
contains representations, warranties and covenants customary for financings of
this type including, without limitation, covenants requiring maintenance of a
minimum Interest Coverage Ratio (as defined in the Credit Agreement) and a
minimum Consolidated Net Worth (as defined in the Credit Agreement), and
covenants limiting the Credit Parties' ability to (1) incur debt and
guaranty obligations, (2) incur liens, (3) make loans, advances,
investments and acquisitions, (4) merge or liquidate, (5) sell or
transfer assets, (6) pay dividends or make distributions to stockholders,
or (7) engage in transactions with affiliates.
Events of Default under the Credit
Agreement (subject to customary grace periods and cure rights) are also
customary for financings of this type and include, but are not limited to, (i) failure
to pay interest, principal or fees when due; (ii) material breach of
representations or warranties, (iii) covenant default,
(iv) cross-default to other debt in excess of an agreed amount, (v) a
change in control, (vi) insolvency or bankruptcy, (vii) customary
defaults under the Employee Retirement Income Security Act of 1974, and (viii) monetary judgment default in excess of an agreed
amount. If an Event of Default occurs, the Administrative Agent may terminate
the Credit Agreement and declare the loans then outstanding, together with all
other amounts owed to the Lenders and the Administrative Agent under the Credit
Agreement, to be immediately due and payable. All of the Additional Obligors are
jointly and severally liable with Jones USA for all obligations of
Jones USA under the Credit Agreement.
2
Item 8.01  Other Events.
On May 17, Jones announced the extension until 5:00 p.m.,
New York City Time, on May 19, 2005 of its, and certain of its subsidiaries',
offer to exchange (i) registered 4.250% Senior Notes due 2009, for the
outstanding and unregistered 4.250% Senior Notes due 2009, (ii) registered
5.125% Senior Notes due 2014, for the outstanding and unregistered 5.125% Senior
Notes due 2014 and (iii) registered 6.125% Senior Notes due 2034, for the
outstanding and unregistered 6.125% Senior Notes due 2034.
A copy of the press release is
attached as Exhibit 99.1 to this report.
Item 9.01  Financial Statements and Exhibits.
Exhibit No.
Description
10.1
Amended and Restated Five-Year Credit Agreement
      dated as of May 16, 2005, by and among Jones Apparel Group USA, Inc., the
      Additional Obligors referred to therein, the Lenders referred to therein,
      J.P. Morgan Securities Inc. and Citigroup Global Markets, Inc., as Co-Lead
      Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as
      Administrative Agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A., as
      Syndication Agents, and Bank of America, N.A., Barclays Bank PLC and
      Suntrust Bank, as Documentation Agents.
99.1
Press Release of the Registrant dated May 17,
      2005.
3
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.
JONES APPAREL GROUP, INC.
(Registrant)
By:
/s/ Wesley R. Card
Wesley R. Card
Chief Operating and Financial
      Officer
Date: May 17, 2005
4
Exhibit Index
Exhibit No.
Description
10.1
Amended and Restated Five-Year Credit Agreement
      dated as of May 16, 2005, by and among Jones Apparel Group USA, Inc., the
      Additional Obligors referred to therein, the Lenders referred to therein,
      J.P. Morgan Securities Inc. and Citigroup Global Markets, Inc., as Co-Lead
      Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as
      Administrative Agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A., as
      Syndication Agents, and Bank of America, N.A., Barclays Bank PLC and
      Suntrust Bank, as Documentation Agents.
99.1
Press Release of the Registrant dated May 17,
      2005.
5