McNaughton Apparel Group today announced that it has mailed its proxy statement for the special meeting of stockholders to be held on June 19, 2001, for the purpose of voting upon the adoption of the previously announced merger agreement with Jones Apparel Group.

In the event that the stockholders adopt the merger agreement, the company anticipates that a closing will occur promptly after the special meeting, subject to the expiration of the waiting period under the Hart Scott Rodino Act and other customary closing conditions.

Also, as announced yesterday, the company commenced a tender offer to purchase any and all of its $125m outstanding 12 1/2 per cent Senior Notes due 2005, Series B. The closing of the merger transaction is not conditioned upon the successful completion of the tender offer; however, the tender offer is conditioned upon the successful completion of the merger.

As previously announced, on April 13, 2001, the company and Jones Apparel Group entered into an agreement pursuant to which Jones will acquire 100 per cent of the common stock of McNaughton in a merger transaction.