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 2431, 2014

The Jones Group Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	1-10746	06-0935166
(State or other jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)	File Number)	Identification No.)
	1411 Broadway New York, New York
	1411 Broadway
	New York, New York
	(Address of principal executive offices)
	10018
	(Zip Code)
	(212) 642-3860
	(Registrant’s Telephone Number, Including Area Code)
	Not Applicable
	(Former name or former address, if changed since last report)

(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):

¨ 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 ~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240~~8.~~14a-12)~~01 Other Events

~~¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~Introduction

¨As ~~Pre-commencement~~previously ~~communications~~announced, ~~pursuant~~on toDecember ~~Rule~~19, ~~13e-4~~2013, The Jones Group Inc. (cthe “Company”) ~~under~~entered into an Agreement and Plan of Merger (the ~~Exchange~~“merger ~~Act~~agreement”) with Jasper Parent LLC (17“Parent”) ~~CFR~~and ~~240~~Jasper Merger Sub, Inc.~~13e-4~~, a wholly owned subsidiary of Parent (c“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. Parent and Merger Sub are beneficially owned by affiliates of Sycamore Partners, L.P. and Sycamore Partners A, L.P. (collectively, “Sycamore”). On March 6, 2014, the Company filed a definitive proxy statement (the “definitive proxy statement”) in connection with the merger, which the Company mailed to its shareholders on or about March 7, 2014. The Company is making this filing in connection with its entrance into a memorandum of understanding (the “MOU”) regarding the settlement of certain litigation arising out of the announcement of the Company’s entrance into the merger agreement.

~~Item~~As 7disclosed on pages 91-92 of the definitive proxy statement, between January 13 and February 20, 2014, the Company, the members of the Company’s board of directors (the “Board”), and the Sycamore Defendants were named as defendants in six shareholder actions (Voyiatgis v.01 ~~Regulation~~The FDJones ~~Disclosure~~Group, Inc., et al., Index No. 650096/2014; Smith, v. Card et al., Index No. 650100/2014; Ettedgui v. The Jones Group, Inc., et al., Index No. 650110/2014; Mehta v. The Jones Group, Inc. et al., Index No. 650232/2014; Iannuzzo v. The Jones Group Inc. et al., Index No. 650241/2014; and Steinberg v. The Jones Group, Inc., et al., Index No. 650574/2014) in the Supreme Court of the State of New York, County of New York (the “Court”), alleging, directly and derivatively on behalf of the Company, certain breaches of fiduciary duty by the Board, aided and abetted by the Sycamore Defendants, in connection with the merger.

AsOn ~~previously~~January ~~announced~~14, on2014, ~~December~~the ~~19,~~Board ~~2013,~~formed ~~The~~a ~~Jones~~special ~~Group~~litigation ~~Inc.~~committee (~~the~~ “~~Company~~SLC”) ~~entered~~to ~~into~~review ~~an Agreement~~ and ~~Plan~~investigate, ofwith ~~Merger~~independent (counsel, the ~~“Merger~~breaches ~~Agreement”)~~of ~~with~~fiduciary ~~Jasper~~duties ~~Parent~~alleged ~~LLC~~by ~~(“Parent”)~~the plaintiffs and ~~Jasper~~to ~~Merger~~determine ~~Sub,~~the ~~Inc.~~Company’s ~~(“Merger~~response ~~Sub”),~~thereto. As adiscussed ~~wholly~~in ~~owned~~further ~~subsidiary~~detail ~~of Parent~~below, ~~providing~~on ~~for~~February ~~the~~28, ~~merger~~2014, ~~of Merger Sub with and into~~ the ~~Company~~SLC ~~(the~~completed ~~“Merger”)~~its investigation, ~~with~~found ~~the~~that ~~Company~~there ~~surviving~~is ~~the~~no ~~Merger~~evidence asto support a ~~wholly~~breach ~~owned subsidiary~~ of ~~Parent~~fiduciary ~~(the~~duty ~~“Surviving~~claim ~~Corporation”). Parent~~against ~~and~~any ~~Merger~~Board ~~Sub~~member, ~~are~~and ~~beneficially~~made ~~owned~~a bybinding ~~affiliates~~recommendation ofthat ~~Sycamore~~the ~~Partners,~~Company ~~L.P.~~not ~~and~~file ~~Sycamore~~suit ~~Partners~~against ~~A, L.P. (collectively,~~ the ~~“Sponsor”)~~Board.

~~Substantially~~The ~~concurrent~~lawsuits ~~with~~were ~~the~~consolidated ~~closing~~on ofMarch ~~the Merger~~6, ~~Parent~~2014 ~~intends~~under ~~to transfer ownership of certain of~~ the ~~Company’s~~caption ~~business~~In ~~lines~~re ~~(including~~The ~~the~~Jones ~~business conducted by KG~~ Group ~~Holdings~~Inc. ~~Limited~~Shareholders ~~and~~Litigation, ~~its~~Index ~~subsidiaries~~No. 650096/2014 (the “~~Kurt~~Consolidated ~~Geiger Business~~Action”), and the ~~business~~plaintiffs ~~conducted~~filed bya ~~Stuart~~consolidated ~~Weitzman~~derivative ~~Holdings, LLC~~ and ~~its~~class ~~subsidiaries~~action complaint (the “~~Stuart~~Consolidated ~~Weitzman Business~~Complaint”) ~~and~~on ~~the~~March ~~Apparel~~7, ~~Business~~2014. The ~~(as~~Consolidated ~~defined~~Complaint inalleges, ~~the~~among ~~Merger~~other ~~Agreement~~things, ~~which~~that the ~~Company~~members ~~previously~~of ~~filed~~the asBoard ~~Exhibit~~breached ~~2.1~~their tofiduciary ~~the~~duties ~~Current~~by ~~Report~~adopting onthe ~~Form~~merger ~~8-K~~agreement onfor ~~December~~inadequate ~~23,~~consideration ~~2013))~~and pursuant to ~~separate~~an ~~controlled~~inadequate ~~affiliates~~process ofand ~~the~~that ~~Sponsor~~there ~~(the~~were ~~“Carveout~~material ~~Transactions”). Following~~omissions ~~completion~~and ofmisrepresentations ~~such~~in ~~transfers,~~ the ~~remaining~~proxy ~~corporation’s~~statement. The ~~business~~Consolidated ~~will~~Complaint bealso ~~comprised~~alleges, ofamong ~~the~~other ~~Nine~~things, ~~West~~that ~~Business~~Sycamore and/or ~~the~~its ~~Jeanswear~~affiliates ~~Business~~aided ~~(each~~and asabetted ~~defined~~the inBoard’s ~~the~~alleged ~~Merger~~breaches ~~Agreement),~~of ~~together~~fiduciary ~~with~~duty. The ~~certain~~plaintiffs ~~corporate~~seek ~~level~~equitable ~~assets~~relief, ~~and~~including ~~obligations~~an toinjunction bepreventing ~~retained~~consummation byof the ~~Surviving Corporation~~merger, ~~all~~rescission ofin ~~which~~the ~~will~~event bethe ~~held~~merger byis ~~Nine~~consummated, ~~West Holdings~~damages, ~~Inc.~~and ~~(as~~an ~~successor~~award inof ~~interest~~attorneys’ toand ~~the~~other ~~Surviving~~fees ~~Corporation)~~and ~~(“Nine West Holdings”)~~costs.

InOn ~~connection~~March ~~with~~31, 2014, defendants in the ~~Merger,~~Consolidated ~~Merger~~Action ~~Sub~~(the is“Defendants”) ~~offering~~entered tointo ~~eligible~~the ~~holders~~MOU with plaintiffs in the Consolidated Action (the “~~Offer~~Plaintiffs”), pursuant to which the ~~opportunity~~Company tohas ~~exchange~~agreed ~~any~~to ~~and~~make ~~all~~the ofdisclosures concerning the ~~outstanding~~merger 6set forth below.~~875%~~ The ~~Senior~~MOU ~~Notes~~also ~~due~~provides ~~2019~~that, ~~(the~~solely ~~“Old~~for ~~Notes”)~~purposes of settlement, the ~~Company,~~Court ~~Jones~~will ~~Apparel~~certify ~~Group~~a ~~Holdings,~~class ~~Inc.,~~consisting ~~Jones~~of ~~Apparel~~all ~~Group~~persons ~~USA,~~who ~~Inc.~~were ~~and~~record ~~JAG~~or ~~Footwear,~~beneficial ~~Accessories~~shareholders ~~and~~of ~~Retail~~the Company when the merger was approved by the Board through consummation of the merger (the “~~Original Issuers~~Class”). In addition, ~~for~~the ~~new~~MOU ~~8.250%~~provides ~~Senior~~that, ~~Notes~~subject ~~due~~to ~~2019~~approval by the Court after notice to the members of the Class (the “~~New~~Class ~~Notes~~Members”), tothe Consolidated Action will be ~~issued~~dismissed bywith ~~Nine~~prejudice ~~West~~and ~~Holdings. The~~all ~~Merger~~claims, ~~the~~including ~~Offer~~derivative claims, that the ~~issuance~~Class ofMembers ~~the~~may ~~New~~possess ~~Notes,~~with regard to the ~~Carveout~~merger ~~Transactions~~will be released. In connection with the settlement, the ~~change~~Plaintiffs’ ofcounsel ~~control~~have ~~offer~~expressed ~~launched~~their intention to seek an award by the ~~Original~~Court ~~Issuers~~of ~~for~~attorneys’ fees and expenses. The amount of the ~~Old~~award ~~Notes~~to onthe ~~March~~Plaintiffs’ 6,counsel ~~2014,~~will ~~and~~ultimately be determined by the ~~bank~~Court. This ~~financings~~payment ~~described~~will ~~under~~not ~~“Capitalization”~~affect ~~and~~the ~~“Unaudited~~amount ~~Pro~~of ~~Forma~~merger ~~Consolidated~~consideration ~~Combined~~to ~~Financial~~be ~~Information”~~received ~~below~~by (any Company shareholder in the ~~“senior~~merger. There ~~credit~~can ~~facilities”)~~be ~~and~~no assurance that the ~~related~~parties ~~transactions~~will ~~are~~ultimately ~~hereinafter~~enter ~~sometimes~~into ~~referred~~a todefinitive assettlement ~~the~~agreement ~~“Transactions”. Neither~~or that the ~~Company~~Court orwill ~~any~~approve ofthe ~~its~~settlement. In ~~affiliates~~the isabsence ~~making~~of ~~any~~either ~~Offer~~event, orthe isproposed ~~otherwise~~settlement ~~participating~~as incontemplated ~~any~~by ~~transactions~~the ~~relating~~MOU ~~thereto~~may be terminated.

The ~~Sponsor and~~Defendants believe that the ~~Company’s~~Consolidated ~~management~~ Action is without merit, have ~~prepared~~vigorously ~~certain~~denied, ~~information~~and ~~related~~continue to ~~Nine~~vigorously ~~West Holdings~~deny, ~~which~~all ~~will~~of bethe ~~disclosed~~allegations toof ~~eligible~~wrongful ~~holders~~or inactionable ~~connection~~conduct ~~with~~asserted in the ~~Offer~~Consolidated onAction, and the ~~date~~Board ~~hereof~~vigorously ~~and~~maintains ~~which~~that ~~has~~it ~~been~~diligently ~~reproduced~~and ~~below. Such~~scrupulously ~~information~~complied ~~does~~with ~~not~~its ~~represent~~fiduciary aduties, ~~comprehensive~~that the definitive proxy statement ofis ~~the~~complete ~~financial~~and ~~results~~accurate ~~for~~in ~~the~~all ~~Company~~material respects, and that no further disclosure is required under applicable law. ~~Such~~The ~~information~~Defendants ~~may~~are ~~vary~~entering ~~from,~~into ~~and~~the ~~may~~MOU ~~not~~and bethe ~~directly~~contemplated ~~comparable~~settlement solely to, eliminate the ~~historical~~costs, ~~financial~~burden, ~~information~~distraction and expense of having to defend this litigation further. Nothing in the ~~Company~~MOU, any settlement agreement or any public filing, including this Current Report on aForm ~~consolidated~~8-K ~~basis~~(“Current Report”), is or ~~prior~~shall be deemed to be an admission of the ~~Merger~~legal ~~and~~necessity of filing or the materiality under applicable laws of any ~~such~~of ~~differences~~the ~~may~~additional beinformation ~~material. Accordingly,~~contained ~~investors~~herein ~~and~~or ~~shareholders~~in ~~should~~any ~~not~~public ~~place~~filing ~~undue~~associated ~~reliance~~with onthe ~~such~~proposed ~~financial~~settlement ~~information~~of the Consolidated Action.

~~This~~Supplemental Current Report on Form 8-K contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission (the “SEC”). For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. To supplement the preliminary financial information presented in accordance with GAAP, the Sponsor disclosed to eligible holders on the date hereof non-GAAP information regarding the effect on Operating Income, Gross Profit, Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”), EBITDA Before Rent Expense (“EBITDAR”), Rent Expense and Capital Expenditures related to, among other things:Disclosures

·Solely in connection with the ~~impairments~~contemplated ~~recorded~~settlement, asthe aCompany ~~result~~has ofagreed to make the ~~annual~~following ~~review~~supplemental ofdisclosures ~~indefinite-lived~~to ~~intangible~~the ~~assets~~definitive proxy statement. The following information should be read in conjunction with the definitive proxy statement, which should be read in its entirety. All page references in the information below are to pages in the definitive proxy statement, and ~~goodwill;~~capitalized terms used in this Current Report shall have the meanings set forth in the definitive proxy statement, unless otherwise defined herein.

2(1) Supplement to “The Merger—Background of the Merger”

·The ~~severance,~~following ~~fixed~~disclosure ~~asset~~supplements ~~impairment~~ and ~~other~~restates ~~charges~~the ~~and~~third ~~credits~~sentence ~~related~~in tothe thirteenth paragraph under the ~~closure~~heading “Background of ~~underperforming~~the ~~retail~~Merger” ~~locations;~~on page 34 of the definitive proxy statement.

·The Board and management then discussed the ~~amortization~~merits of a potential transaction involving the Company’s suits and dresses business, noting that the business was facing certain ~~acquired~~ongoing ~~intangible~~challenges, ~~assets~~including ~~from~~because retailers had been putting less focus on the ~~acquisition~~category, and that management believed that the business had limited growth potential. Following discussion, the Board determined that, given the challenges facing the suits and dresses business, a sale of ~~Atwood~~this ~~Italia~~business Sat an attractive price would likely maximize value to the Company as compared to continuing to operate the business and that as a result, the Company should engage in further discussions with Strategic Party B to determine whether Strategic Party B would be interested in acquiring the Company’s suits and dresses business at a price and on other terms that would be attractive to the Company.~~r.l.;~~

·The ~~investment~~following ~~consulting~~disclosure ~~fees,~~supplements ~~legal~~and ~~fees,~~restates ~~accounting~~the ~~fees~~fifth ~~and~~sentence ~~other~~in ~~items~~the ~~related~~twenty-third toparagraph under the ~~acquisitions~~heading ~~and~~“Background ~~other~~of ~~business~~the ~~development~~Merger” ~~activities;~~on page 36 of the definitive proxy statement.

·The ~~severance~~Board then discussed the ongoing discussions with Barington and ~~restricted~~the ~~stock~~fact ~~amortization~~that ~~related~~Barington’s toproposals ~~executive~~were directionally aligned with the strategic alternatives that management ~~changes;~~and the Board were then considering and determined that it was in the best interests of the Company to offer Barington the nomination of one person for election to the Board at the upcoming annual meeting.

·The ~~present~~following ~~value~~disclosure ~~accruals~~supplements and ~~adjustments~~restates ~~for~~the ~~liabilities~~second ~~related~~sentence toin ~~leases~~the twenty-fourth paragraph on ~~properties~~page ~~currently~~36 ~~not~~of inthe ~~use.~~definitive proxy statement:

~~These~~At ~~non-GAAP~~the ~~measures~~meeting, ~~were~~the ~~provided~~Board bydiscussed ~~the~~a ~~Sponsor~~settlement agreement with Barington and certain of its affiliates and co-investors, pursuant to ~~enhance~~which, among other things, the ~~user’s~~Company ~~overall~~would ~~understanding~~nominate ofMr. Mitarotonda for election as a director at the ~~Nine~~upcoming ~~West~~annual ~~Holdings’~~meeting ~~financial~~and ~~results.~~Barington ~~These~~would ~~measures~~abide ~~should~~by becertain ~~considered~~customary instandstill ~~addition~~provisions tountil ~~results~~our ~~prepared~~2014 inannual ~~accordance~~shareholder ~~with~~meeting. ~~GAAP,~~The ~~but~~Board ~~are~~and ~~not~~management adiscussed ~~substitute~~the ~~for~~fact orthat ~~superior~~they tobelieved ~~GAAP~~that ~~results~~Mr. ~~The~~Mitarotonda ~~non-GAAP~~would ~~measures~~be ofa ~~Adjusted~~positive ~~Operating~~addition ~~Income,~~to ~~EBITDA,~~the ~~Adjusted~~Board ~~EBITDA,~~because ~~Adjusted~~of ~~EBITDAR,~~his ~~Adjusted~~experience ~~Rent~~and ~~Expense~~expertise in the retail, apparel and ~~Adjusted~~footwear ~~Capital~~industries. Following ~~Expenditures~~discussion, ~~included~~the ~~herein~~Board ~~have~~approved ~~been~~the ~~reconciled~~settlement toagreement on the ~~equivalent~~terms ~~GAAP~~outlined ~~measure~~above.

3The following disclosure supplements and restates the second sentence in the twenty-seventh paragraph under the heading “Background of the Merger” on page 37 of the definitive proxy statement.

~~SUMMARY~~The ~~UNAUDITED~~universe ~~PRO~~of ~~FORMA~~10 ~~CONDENSED~~potentially ~~COMBINED~~interested ~~FINANCIAL~~parties ~~DATA~~was comprised of seven potential financial sponsors and three potential strategic buyers and included all of the third parties (including Sycamore and Financial Party A) that had contacted the Company or its advisors in recent months to express an interest in acquiring all or a significant portion of the Company.

~~The~~(2) ~~following~~Supplement ~~table~~to ~~sets~~“The ~~forth~~Merger—Citigroup ~~summary~~Global ~~unaudited~~Markets ~~pro~~Inc. ~~forma~~Financial ~~condensed~~Analyses ~~combined~~and ~~financial data of Nine West Holdings.~~Opinion”

The ~~summary~~following ~~unaudited~~disclosure ~~pro~~supplements ~~forma~~and ~~combined~~restates ~~financial~~the ~~data~~second ~~set~~sentence ~~forth~~in ~~below~~the ~~was~~first ~~derived~~paragraph ~~from~~under the ~~pro~~heading ~~forma financial information included under~~ “~~Unaudited~~Citigroup ~~Pro~~Global ~~Forma~~Markets ~~Condensed~~Inc. ~~Combined~~ Financial ~~Information”~~Analyses ~~below.~~and ~~The~~Opinion—Selected ~~summary~~Precedent ~~unaudited~~Transaction ~~pro~~Analysis” ~~forma~~on ~~condensed~~page ~~combined~~62 ~~information gives effect to the Transactions as if they had occurred as~~ of ~~January 1, 2013 (or December 31, 2013 in~~ the ~~case~~definitive ofproxy ~~our balance sheet data)~~statement.

	Pro Forma for the Twelve Months ended December 31, 2013
(Amounts in millions, other than notes)
Financial Data(1):
Adjusted EBITDA	$	198
Pro Forma Adjusted EBITDA		236
Pro Forma Adjusted EBITDAR		276
Adjusted Capital Expenditures		22
Adjusted Rent Expense		40
Adjusted Net Revenues		2,223
Nine West Co.		1,394
Jeanswear Co.		829
Adjusted Gross Profit		675
Selected Pro Forma Credit Statistics:
Total Debt(2)(3)	$	1,460
Total Lease-Adjusted Debt(4)	$	1,778
Cash Interest Expense(5)	$	91
Total Debt / Pro Forma Adjusted EBITDA(2)(3)(4)		6.2	x
Total Lease-Adjusted Debt / Pro Forma Adjusted EBITDAR(2)(5)		6.4	x
Pro Forma Adjusted EBITDA / Cash Interest Expense(2)(6)		2.6	x

Citigroup reviewed, among other information, transaction values of the selected transactions, calculated as the purchase prices paid for the target companies involved in such transactions, plus debt and non-controlling interests and less cash and investments in affiliates, as (i) a multiple of such target companies’ latest 12 months EBITDA (which Citigroup determined in its professional judgment is the metric most frequently used for valuation purposes for businesses of similar size which are profitable and operate in the apparel and/or footwear industries) and (ii) wherever appropriate (as determined by Citigroup in its professional judgment using publicly available information), a multiple of forward EBITDA (such forward EBITDA not exceeding 3 months in the future).

(1)

The Sponsor has presented these non-GAAP financial measures, because it believes such measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in Nine West Holdings’ industry. The use of these non-GAAP financial measures has limitations as an analytical tool, including the failure to reflect changes in cash requirements, including cash requirements necessary to service principal or interest payments on debt, pay income taxes, or invest in maintenance and growth capital expenditures or in working capital needs. Other companies in Nine West Holdings’ industry may calculate these measures differently than Nine West Holdings does, limiting their usefulness as a comparative measure. See below for a reconciliation of each of these non-GAAP financial measures to its most directly comparable GAAP financial measure.

(2)

Total Debt as of December 31, 2013 assumes that all of the Old Notes are tendered in the Offer. See “Capitalization” for more information on Nine West Holdings’ debt capital structure in event that less than all of the Old Notes are tendered in the Offer.

The following disclosure supplements and is to be inserted after the first sentence in the first paragraph under the heading “Citigroup Global Markets Inc. Financial Analyses and Opinion—Discounted Cash Flow Analysis” on page 63 of the definitive proxy statement.

4Citigroup calculated unlevered free cash flow as tax-effected earnings before interest and taxes (i) plus depreciation and amortization and (ii) less (a) capital expenditures, (b) after-tax cash restructuring charges and (c) increases in net working capital.

(3)	Amounts shown for Total Debt include long-term debt and current portion of long-term debt, before any anticipated original issue discount.
(4)	Total Lease-Adjusted Debt as of December 31, 2013 assumes that all of the Old Notes are tendered in the Offer and capitalizes Adjusted Rent Expense at 8.0x. See “Capitalization” for more information on Nine West Holdings’ debt capital structure in the event that less than all of the Old Notes are tendered in the Offer.
(5)	Cash interest expense for the twelve months ended December 31, 2013 is total cash interest expense for Nine West Holdings after giving pro forma effect to the Transactions, including the incurrence of the senior credit facilities and the New Notes. The calculation reflects twelve months of interest as if such indebtedness had been outstanding on the first day of such twelve-month period. The actual interest rates on any variable interest indebtedness over such twelve-month period may vary from those assumed in the calculation, and this financial data should not be considered indicative of actual results that would have been achieved during such twelve-month period.

(3)

Supplement to “The Merger—Peter J. Solomon Company Financial Analyses and Opinion”

~~Reconciliation~~ The offollowing ~~Non-GAAP~~disclosure supplements and restates the first sentence in the fourth paragraph under the heading “Peter J. Solomon Company Financial ~~Measures~~Analyses toand ~~Most~~Opinion—Analysis ~~Comparable~~of ~~GAAP~~Selected ~~Measure~~Precedent ~~(Totals~~Transactions” ~~May~~on ~~Not~~page ~~Sum~~69 ~~Due~~of tothe ~~Rounding):~~definitive proxy statement.

	Pro Forma for the Twelve Months ended December 31,
	2013
(Amounts in millions)	(unaudited)
Adjusted Operating Income, Adjusted EBITDA, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDAR:
(Loss) income attributable to Jones Footwear and Jeanswear	$	(1.0	)
Income (loss) attributable to noncontrolling interest		(1.1	)
Net (loss) income		(2.1	)
Provision for income taxes		1.9
Equity in income of unconsolidated affiliate		(0.6	)
Interest expense and financing costs		101.5
Interest income		(3.8	)
Operating income		97.0
Affiliated company transactions and transaction costs(a)		13
Impairments and costs related to previously announced restructurings(c)		26
Purchase accounting adjustments(d)		6
Other adjustments, net(b)		14
Adjusted Operating Income	$	157
Depreciation and amortization(e)		41
Adjusted EBITDA	$	198
Pro forma adjustments(f)		38
Pro Forma Adjusted EBITDA	$	236
Adjusted Rent Expense(g)		40
Pro Forma Adjusted EBITDAR	$	276
Adjusted Rent Expense:
Rent expense	$	63
Planned store closures(h)		(10	)
Rent related to brands and facilities planned to be exited(i)		(4	)
(Loss) on unused property(j)		(4	)
Other rent (sales-based, equipment, storage) (k)		(5	)
Adjusted Rent Expense	$	40
Adjusted Capital Expenditures:
Capital expenditures	$	33
SAP implementation(l)		(6	)
Impact from brands planned to be sold or closed(m)		(5	)
Adjusted Capital Expenditures	$	22

In its professional judgment, PJSC determined that the most relevant metric for valuation purposes in this analysis was the multiple of LTM EBITDA (which PJSC determined in its professional judgment is the most frequently used metric for valuation purposes for businesses of similar size which are profitable and operate in the apparel and/or footwear industries).

5The following disclosure supplements and is to be inserted after the second sentence under the heading “Peter J. Solomon Company Financial Analyses and Opinion—Discounted Cash Flow Analysis” on page 70 of the definitive proxy statement.

~~(a)~~PJSC ~~Relates~~calculated tounlevered ~~(i)~~free ~~net non-~~cash ~~royalty~~flow ~~income~~as ~~recognized for the intra~~tax-~~company~~effected ~~licensing~~earnings ofbefore ~~certain~~interest ~~brands which will be replaced by royalty-free agreements between Nine West Holdings~~ and ~~the~~taxes ~~Apparel Business going forward;~~ (iii) ~~certain~~plus ~~corporate~~depreciation ~~costs previously allocated to Nine West Holdings from affiliated companies,~~ and ~~(iii)~~amortization ~~the expense of one-time fees~~ and ~~expenses related to the Transactions.~~ (~~b) Relates to other costs not considered to be part of going forward operations and/or rounding. (c) Includes (i) trademark and goodwill impairments; (~~ii) ~~costs~~less ~~associated with retail store restructuring;~~ (~~iii~~a) ~~costs~~capital ~~associated~~expenditures, ~~with unused property; and~~ (ivb) ~~costs associated with non~~after-~~retail~~tax ~~store~~cash ~~restructurings.~~restructuring ~~(d)~~charges ~~Reverses the impact of purchase accounting on deferred rent expense~~ and ~~tenant allowance amortization.~~ (ec) ~~Represents~~increases remaining depreciation and amortization not added back to Adjusted Operating Income and includes the impact of additional depreciation and amortization expenses that result from purchase accounting. Depreciation and amortization added back to Adjusted Operating Income was $35 million in ~~the~~net ~~year~~working ~~ended December 31, 2013~~capital. (f) Includes savings contemplated by the Sponsor, including store and brand closures or exits and corporate cost savings initiatives. (g) See reconciliation for Adjusted Rent Expense. (h) Run-rate adjustment reflecting rent expense in the year ended December 31, 2013 associated with stores planned to be closed by December 31, 2014. The significant majority of these stores are expected to be closed by June 30, 2014.

6The following disclosure supplements and is to be inserted after the last sentence in the second paragraph under the heading “Peter J. Solomon Company Financial Analyses and Opinion—Historical Share Price Analysis” on page 70 of the definitive proxy statement.

~~(i)~~PJSC ~~Run-rate~~compared ~~adjustment reflecting rent expense in~~ the ~~year~~offer ~~ended~~price ~~December~~of ~~31, 2013 associated with planned brand exits~~$15.00 ~~(j)~~per ~~Includes~~share ~~one-time non-cash charges incurred with respect~~ to ~~subletting~~the ~~vacant~~Company’s ~~real~~trading ~~estate.~~performance ~~(k)~~on ~~Relates~~April ~~to other non-base rent (including sales-based percentage rent~~11, ~~equipment~~2013. PJSC ~~rent~~believed ~~and~~that ~~storage~~the ~~rent).~~Company’s ~~(l)~~stock ~~Capital~~price ~~expenditures~~was ~~associated~~affected ~~with~~following ~~the~~April ~~implementation of SAP~~11, ~~completed in~~ 2013. ~~(m)~~media ~~Capital~~speculation ~~expenditures~~that ~~associated~~Barington ~~with~~was ~~stores~~pressuring ~~and~~the ~~brands~~Company ~~planned~~ to besell ~~sold~~all or ~~closed,~~parts ~~the significant majority~~ of ~~which~~its ~~is expected to be completed by June 30, 2014~~portfolio.

7(4) Supplement to “The Merger—The Merger Agreement—Certain Company Projections”

~~CAPITALIZATION~~The following disclosure supplements and is to be inserted after the second sentence in the first footnote 3 under the heading “Certain Company Projections” on page 75 of the definitive proxy statement.

~~The~~As ~~following~~part ~~table describes Nine West Holdings’ cash and cash equivalents and Nine West Holdings’ consolidated capitalization as~~ of ~~December~~this 31process, ~~2013 on a historical basis and on a pro forma basis giving effect to~~ the ~~Transactions~~Company asprovided ifeach ~~they~~of ~~had~~Citigroup ~~occurred on that date~~ and ~~assuming~~PJSC ~~that all Old Notes have been tendered and accepted in the Offer. You should read this table in conjunction~~ with ~~“Summary~~an ~~Unaudited~~assumed ~~Pro~~tax ~~Forma~~rate ~~Condensed~~of Combined Financial Data,” and “Unaudited Pro Forma Condensed Combined Financial Information,” appearing elsewhere in this Current Report on Form 8-K and Nine West Holdings’ combined financial statements included in the Company’s Current Report on Form 8-K dated February 24, 201337%.

	As of December 31, 2013
	Actual		Pro Forma
(in millions)	(unaudited)
Cash and cash equivalents	$	89.2	$	70.0
Long-term debt (including current portion)(1)
Guaranteed loan notes(2)	$	10.3	$	10.3
2014 Notes		250.0		—
Old Notes(3)		400.0		—
2034 Notes		250.0		250.0
Existing revolving credit facility(4)		—		—
Revolving credit facility(3)(4)		—		55.0
Secured term loan facility(3)		—		445.0
Unsecured term loan facility		—		300.0
New Notes (3)		—		400.0
Total debt		910.3		1,460.3
Total stockholders’ equity(5)		98.2		103.5
Total capitalization	$	1,008.5	$	1,563.8

(5)

Supplement to “The Merger—Litigation Relating to the Merger”

(1)	Amount of any debt presented reflects par value and does not reflect any unamortized discount or premium, as applicable, or fair value adjustments.
(2)	£6.2 million of fixed rate guaranteed loan notes converted at USD/GBP exchange rate of 1.6488 as of December 31, 2013. The fixed rate guaranteed loan notes will be supported by a letter of credit issued under the senior secured asset-based revolving credit facility.
(3)	If less than $300.0 million of the Old Notes are tendered in the Offer, then unless Nine West Holdings waives the condition to the Offer that requires receipt of valid tenders of Old Notes, not validly withdrawn, of at least $300.0 million of the principal amount outstanding of the Old Notes prior to 5:00 p.m., New York time, on April 4, 2014, Nine West Holdings will terminate the Offer and no New Notes will be exchanged for Old Notes. If less than all, but $300.0 million or more, of the Old Notes are tendered in the Offer and the holders of the remaining Old Notes do not tender their Old Notes in the change of control offer, then such untendered Old Notes will remain outstanding and will become the obligation of Nine West Holdings following the consummation of the Transactions. If less than all, but $300.0 million or more, of the Old Notes are tendered in the Offer and the holders of the remaining Old Notes tender their Old Notes in the change of control offer, Nine West Holdings will use up to an additional $25.0 million of drawings under the revolving credit facility, the cash proceeds from an offering of additional notes or an additional Sponsor equity contribution, or any combination of the foregoing, to fund the repurchase of such Old Notes tendered in the change of control offer. If Nine West Holdings elects to issue additional notes and the proceeds from such offering exceed the amount of cash needed to repurchase the Old Notes tendered in the change of control offer, such excess proceeds would reduce the amounts that would otherwise be drawn under the revolving credit facility and/or be used to prepay a portion of the secured term loan facility.
(4)	No amounts were outstanding under the Company’s existing revolving credit facility as of December 31, 2013, except for drawn letters of credit totaling $19.6 million, $2.6 million of which related directly to the Stuart Weitzman Business and the Kurt Geiger Business and $10.7 million of which related to the guaranteed loan notes. The existing revolving credit facility is being refinanced as part of the Transactions, and the $2.6 million of letters of credit with respect to the Stuart Weitzman Business and the Kurt Geiger Business are being terminated. As of December 31, 2013, on a pro forma basis giving effect to the Transactions as if they had occurred on that date and assuming that all Old Notes have been tendered and accepted in the Offer, Nine West Holdings would have had $170.0 million of borrowing capacity under the revolving credit facility, excluding $16.9 million of outstanding letters of credit ($10.7 million of which will relate to the guaranteed loan notes).

The following disclosure supplements and restates the fourteenth paragraph under the heading “Litigation Relating to the Merger” on page 92 of the definitive proxy statement.

8On February 28, 2014, the special litigation committee completed its investigation, which involved regular meetings, a review of numerous documents including Board minutes and financial advisor presentations, and 18 interviews of Board members, members of the Company’s senior management team involved in the sales process, the Company’s financial and legal advisors and Sycamore. The special litigation committee found that there is no evidence to support a breach of fiduciary duty claim against any Board member and made a binding recommendation that the Company not file suit against the Board.

On March 6, 2014, the Actions were consolidated in the Supreme Court of the State of New York, County of New York under the caption In re The Jones Group Inc. Shareholders Litigation, Index No. 650096/2014 (5the “Consolidated Action”). The ~~Pro~~plaintiffs ~~forma~~in ~~total~~the ~~stockholders’~~Smith ~~equity~~and ~~represents~~Iannuzzo ~~$120~~Actions were appointed co-lead plaintiffs.0 On ~~million~~March ~~sponsor~~7, ~~equity~~2014, ~~contribution~~an amended complaint, ~~net~~purportedly ofbrought ~~buyer~~directly ~~transaction~~and ~~costs~~on behalf of ~~$16.5~~a ~~million~~class ~~relating~~of tothe Company’s shareholders and derivatively on behalf of the ~~Transactions~~Company, ~~which~~was ~~will~~filed beby ~~recorded~~the asco-lead anplaintiffs ~~expense~~in the Consolidated Action (the “Consolidated Complaint”).

9The Consolidated Complaint alleges, among other things, that the members of the Board breached their fiduciary duties to the Company’s shareholders by adopting the merger agreement for inadequate consideration and pursuant to an inadequate process, and that, among other things, Sycamore and/or its affiliates aided and abetted the Board’s alleged breaches of fiduciary duty. The Consolidated Complaint also alleges, among other things, that there were material omissions and misrepresentations in the Company’s proxy statement. The Consolidated Complaint further alleges that the special litigation committee’s recommendation that the Company not file suit against the Board is not entitled to deference. The Consolidated Complaint seeks equitable relief, including an injunction preventing consummation of the merger, rescission in the event the merger is consummated, damages, and an award of attorneys’ and other fees and costs.

~~UNAUDITED~~On ~~PRO~~March ~~FORMA~~10, ~~CONDENSED~~2014, ~~COMBINED~~the ~~FINANCIAL~~co-lead ~~INFORMATION~~plaintiffs in the Consolidated Action filed a Motion by Order to Show Cause for Expedited Discovery (“Expedited Discovery Motion”), and defendants in the Consolidated Action filed a proposed Order to Show Cause seeking dismissal of the Consolidated Complaint (“Motion to Dismiss”). On March 20, 2014, after, among other things, defendants agreed to provide limited discovery relating to the special litigation committee’s investigation and plaintiffs agreed not to use such discovery to enjoin the proposed merger or for any purpose other than challenging the special litigation committee’s investigation in their opposition to the Motion to Dismiss, the parties to the Consolidated Action submitted a Stipulation and Order withdrawing the Expedited Discovery Motion, and withdrawing the Motion to Dismiss, without prejudice to re-file. On March 26, 2014, the Stipulation and Order withdrawing the Expedited Discovery Motion, and withdrawing the Motion to Dismiss, without prejudice to re-file, was granted.

The following unaudited pro forma condensed combined financial statements have been derived by applying pro forma adjustments to Nine West Holdings’ historical combined financial statements included in the Company’s Current Report on Form 8-K dated February 24, 2014. The unaudited pro forma combined statements of operations give effect to the Transactions as if they had occurred on January 1, 2013. The unaudited pro forma condensed combined balance sheet gives effect to the Transactions as if they had occurred on December 31, 2013.

The unaudited pro forma adjustments are based upon available information and certain assumptions that Nine West Holdings believes are reasonable under the circumstances. The unaudited pro forma condensed combined financial statements are presented for informational purposes only. The unaudited pro forma condensed combined financial statements do not purport to represent what Nine West Holdings’ actual combined results of operations or combined financial condition would have been had the Transactions actually occurred on the dates indicated, nor does it purport to project Nine West Holdings’ results of operations or financial condition for any future period or as of any future date. The unaudited pro forma combined financial statements should be read in conjunction with the information contained in “Summary Unaudited Pro Forma Condensed Combined Financial Data,” and the audited combined financial statements and the notes thereto included in the Company’s Current Report on Form 8-K dated February 24, 2014. All pro forma adjustments and their underlying assumptions are described more fully in the notes to the unaudited pro forma condensed combined financial statements. In addition, in certain instances, numbers may not sum to total due to rounding.

The unaudited pro forma condensed combined statements of operations give effect to adjustments that are (i) directly attributable to the Transactions, (ii) factually supportable and (iii) expected to have a continuing impact. The unaudited pro forma combined balance sheet gives effect to adjustments that are (x) directly attributable to the Transactions and (y) factually supportable, regardless of whether they have a continuing impact or are non-recurring.

The Merger will be accounted for using the purchase method of accounting. The pro forma information presented, including allocations of purchase price, is based on preliminary estimates of fair value of assets and liabilities, available information as of the date of this Current Report on Form 8-K and Nine West Holdings management assumptions, and will be revised as additional information becomes available. The actual adjustments to Nine West Holdings’ combined financial statements upon the closing of the Transactions will depend on a number of factors, including a final independent third-party valuation of assets and liabilities and the actual balance of Nine West Holdings’ net assets on the closing date. Therefore, the actual adjustments will differ from the pro forma adjustments, and the differences may be material.

Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2013

	Historical							Pro Forma
(Amounts in millions)	December 31, 2013		Adjustments					December 31, 2013
ASSETS
Current Assets
Cash and cash equivalents	$	89.2	$	(19.2	)	(1	)	$	70.0
Accounts receivable		228.6		-					228.6
Inventories, primarily finished goods		302.6		-					302.6
Prepaid and refundable income taxes		2.6		-					2.6
Deferred taxes		18.6		-					18.6
Prepaid expenses and other current assets		31.2		-					31.2
Total current assets		672.8		(19.2	)				653.6
Property, plant and equipment, at cost, less accumulated depreciation and amortization		144.3		47.9		(2	)		192.2
Goodwill		-		198.6		(2	)		198.6
Other intangibles, less accumulated amortization		397.5		611.5		(2	)		1,009.0
Investments in unconsolidated affiliate		55.9		(1.4	)	(2	)		54.5
Notes receivable		93.3		(93.3	)	(3	)		-
Other assets		53.2		26.9		(2	), (4)		80.1
Total assets	$	1,417.0	$	771.1				$	2,188.1
LIABILITIES AND EQUITY
Current Liabilities
Current portion of long-term debt and capital lease obligations	$	256.6	$	(199.4	)	(5	)	$	57.2
Accounts payable		162.1		-					162.1
Income taxes payable		-		-					-
Accrued employee compensation and benefits		27.9		-					27.9
Accrued expenses and other current liabilities		62.0		(6.9	)	(6	)		55.1
Total current liabilities		508.6		(206.3	)				302.3
Long-term debt		673.4		694.7		(5	)		1,368.1
Obligations under capital leases		19.1		-					19.1
Deferred taxes		56.8		297.6		(2	)		354.4
Other liabilities		60.7		(20.3	)	(2	), (7)		40.4
Total liabilities	$	1,318.6	$	765.8				$	2,084.4
Redeemable noncontrolling interest		0.2		-					0.2
Total equity		98.2		5.3		(8	)		103.5
Total liabilities and equity	$	1,417.0	$	771.1				$	2,188.1

Notes to Unaudited Pro Forma Condensed Combined Balance Sheet

(1) Represents the net effect of the Transactions on cash and cash equivalents based on the estimated sources and uses of cash for the Transactions (assuming all of the Old Notes are exchanged for New Notes in the Offer) as if they had occurred on December 31, 2013 as presented below (in millions):

SOURCES:			USES:
Available cash and equivalents (a)	$	19.2	Purchase of Jones equity (f)		687.7
			Refinancing of 2014 Notes		250.0
Revolving credit facility		55.0	Refinancing of Old Notes		400.0
Secured term loan facility		445.0	Rollover of 2034 Notes		250.0
Unsecured term loan facility		300.0	Rollover of guaranteed loan notes		10.3
New Notes		400.0	Purchase price	$	1,598.0
Total New Debt (b)	$	1,200.0
			Estimated fees and expenses (g)	$	87.9
Rollover of 2034 Notes		250.0
Rollover of guaranteed loan notes		10.3	Accrued interest on redeemed notes (h)	$	6.9
Rollover debt (c)		260.3
Notes receivable (d)		93.3
Equity contribution (e)		120.0
Total sources of funds	$	1,692.8	Total uses of funds	$	1,692.8

(a) Represents, as of December 31, 2013, the pro forma use of cash and equivalents used to fund the Transactions. The amount of cash and equivalents to be used at the close of the Transaction will depend on various factors, including the timing of the closing, the levels of net working capital, amounts of existing indebtedness at closing, and transaction fees and expenses. (b) Newly raised debt for the purposes of funding the transaction, comprised of $55.0 million in borrowings on the revolving credit facility, which has a total borrowing capacity of $225.0 million, $445.0 million in borrowings on the secured term loan facility, $300.0 million in borrowings on the unsecured term loan facility and $400.0 million of New Notes. (c) The existing 2034 Notes and guaranteed loan notes are contemplated to remain outstanding at the close of the Transactions. (d) In connection with the carveout of the Kurt Geiger Business, an existing receivable from the Kurt Geiger Business in the amount of $93.3 million will be collected by Nine West Holdings. (e) Represents an equity contribution to Nine West Holdings by Sycamore and KKR. (f) Represents the portion of the purchase of total equity of the Company attributable to the Nine West Holdings transaction. The total equity purchase price of the Company of $1,183.2 million represents $1,182.9 million for the purchase of 78.9 million shares outstanding, including restricted shares expected to be outstanding at close, at the purchase price of $15 per share, and $0.3 million for the purchase of 20,000 Share Units.

	(g)	Represents estimated fees and expenses associated with the Transactions, including an estimated make-whole premium with respect to the existing 2014 Notes of $7.3 million, commitment fees, financing fees, issue discounts and other transaction costs and professional fees attributable to Nine West Holdings.
	(h)	Represents estimated interest accrued on the notes to be exchanged or redeemed, as applicable, at close, comprised of $1.8 million of interest accrued related to the Old Notes and $5.1 million of interest accrued related to the 2014 Notes.

(2) Reflects the effect of acquisition method accounting based on preliminary allocation of the purchase price to identifiable assets acquired and liabilities assumed, based on preliminary valuations, which changes are not deductible for tax purposes. The goodwill will not be amortized and will be evaluated for impairment on an annual basis. The following preliminary purchase price allocation is subject to adjustment and such adjustments may be material (in millions):

Purchase consideration	$	1,598.0
Less: Existing debt		(910.3	)
Purchase price of equity	$	687.7
Historical book value of net assets	$	98.2
Less: sellers fees		14.0
Less: redemption premium on 2014 Notes		7.3
Net assets acquired	$	76.9
Excess purchase consideration	$	610.8
Allocated to:
Property, plant and equipment, net	$	47.9
Goodwill		198.6
Other intangibles		611.5
Investments in unconsolidated affiliate		(1.4	)
Deferred rent		20.3
Capitalized swap gains - current		4.4
Capitalized swap gains - long-term		13.1
Existing deferred finance fees		(23.2	)
Revaluation to fair value of 2034 Notes		37.2
Deferred income taxes		(297.6	)
Total adjustment	$	610.8

(3) In connection with the carveout of the Kurt Geiger Business, an existing receivable from the Kurt Geiger Business in the amount of $93.3 million will be collected by Nine West Holdings.

(4) Adjustments reflect the capitalization of $50.1 million in financing fees incurred in connection with the new debt being offered to fund the Transactions and write-off of $23.2 million in financing fees related to existing debt.

(5)	Adjustments reflect:
	(i)	The issuance of the New Notes and other new debt being used to fund the Transactions, including (a) in current portion of long term debt, $55.0 million in borrowings on the revolving credit facility net of the repayment of the 2014 Notes, and (b) in long-term debt, $445.0 million in borrowings on the secured term loan facility, $300.0 million in borrowings on the unsecured term loan facility, and $400.0 million in New Notes offset by the cancellation of the Old Notes. See Note (1) above for further detail.
	(ii)	The revaluation of the $250.0 million outstanding senior notes due 2034 to their fair market value of $212.8 million as of December 31, 2013, resulting in a $37.2 million decrease in long-term debt.
	(iii)	The write-off of capitalized swap gains and unamortized issuance discount on premium, $4.4 million of which is reflected in current portion of long term debt and $13.1 million of which is reflected in long-term debt.
(6)	Payout of $6.9 million of interest accrued on the 2014 Notes and the Old Notes. See Note (1) above for further detail.
(7)	Reflects the elimination of historical deferred rent and tenant allowance balances in the amount of $8.7 million and $11.7 million, respectively.
(8)	Adjustments to equity reflect:
	(i)	Elimination of historical equity in the amount of $98.2 million; and
	(ii)	Equity contributions in the amount of $120.0 million, net of buyer transaction costs of $16.5 million relating to the Transactions, which will be charged to expense.

Unaudited Pro Forma Condensed Combined Statement of Operations for the Fiscal Year Ended December 31, 2013

(Amounts in millions)	Historical			Adjustments					Pro Forma
Total revenues		2,238.5		$	-				$	2,238.5
Cost of goods sold		1,552.3			-					1,552.3
Gross profit		686.2			-					686.2
Selling, general and administrative expenses		564.5			14.3		(1	)(2)(3)(4)		578.8
Goodwill impairments		3.2			-					3.2
Trademark impairments		7.2			-					7.2
Operating income		111.3			(14.3	)				97.0
Interest income		3.8			-					3.8
Interest expense and financing costs		60.9			40.6		(5	)		101.5
Equity in income of unconsolidated affiliates		0.6			-					0.6
Income (loss) from operations before (benefit) provision for income taxes		54.8			(54.9	)				(0.1	)
Provision (benefit) for income taxes		27.7			(25.8	)	(6	)		1.9
Net income (loss)		27.1			(29.2	)				(2.1	)
Less: (loss) attributable to noncontrolling interest		(1.1	)		-		(6	)		(1.1	)
Income (loss) attributable to Jones Footwear and Jeanswear	$	28.2		$	(29.2	)			$	(1.0	)

Notes to Unaudited Pro Forma Condensed Combined Statements of Operations

(1) Represents additional depreciation expense as a result of the acquisition accounting adjustment to the values of Property, Plant and Equipment assets in an amount of $5.2 million.

(2) Reflects an increase in amortization expense resulting from the preliminary estimated fair value assigned to amortizable intangible assets under acquisition accounting in an amount of $8.2 million.

(3) Reflects increased non-cash rent expense due to the recalculation of straight-line rent for GAAP under acquisition accounting for the lease periods remaining after closing of the Transactions in an amount of $6.5 million.

(4) Reflects elimination of non-recurring fees and expenses already incurred during the fiscal year ended December 31, 2013 by the Company in connection with the Transactions in an amount of $5.6.

(5) Reflects increased interest expense related to the new debt being used to fund the transaction (including the New Notes), net of the elimination of interest related to the notes being redeemed and interest related to the current revolving credit facility. Also includes amortization of deferred financing costs related to the new debt issuance, including the New Notes. Additionally, pro forma interest expense includes amortization of expense on the estimated $14.4 million of deferred financing costs associated with the New Notes and $35.8 million of deferred financing costs associated with other newly issued debt, utilizing the effective interest method over the term of each debt facility.

(6) Reflects the estimated tax effects of pro forma adjustments resulting from the Transactions at an effective tax rate of 46.9% for the fiscal year ended December 31, 2013.

The information in this Current Report on Form 8-K furnished pursuant to Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Cautionary Statement Regarding Forward-Looking Statements

Statements about the expected timing, completion and effects of the proposed ~~Merger~~merger, and all other statements made in this ~~Current~~communication ~~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~~communication ~~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~~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~~merger ~~Agreement~~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~~merger and the other transactions contemplated by the ~~Merger~~merger ~~Agreement~~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 Securities and Exchange Commission (the “SEC”), including the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2012~~2013, filed with the SEC on February 2218, ~~2013~~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.

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 affiliates of ~~the Sponsor~~Parent. ~~The~~ ~~Company~~In ~~filed~~connection with the ~~SEC~~proposed ~~and~~merger, ~~mailed~~the toCompany ~~its~~has ~~security~~filed ~~holders~~ a definitive proxy statement and ~~filed~~ other related documents with the SEC and mailed 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 ~~may~~can 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 ~~may~~can also 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 the Company, 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~~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~~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~~merger filed with the SEC. Investors should read the definitive proxy statement carefully ~~when it becomes available~~ before making any voting or investment decisions.

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.

	THE JONES GROUP INC.,
Date: March 24, 2014	By:	/s/ Ira M. Dansky
Date: March 31, 2014
		Name:	Ira M. Dansky
	By:	/s/ Ira M. Dansky
		Title:	Executive Vice President, General Counsel and Secretary
		Ira M. Dansky
		Executive Vice President, General Counsel and Secretary

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