0000902664-15-001446.txt : 20150227 0000902664-15-001446.hdr.sgml : 20150227 20150227160906 ACCESSION NUMBER: 0000902664-15-001446 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150227 DATE AS OF CHANGE: 20150227 GROUP MEMBERS: EMINENCE CAPITAL, LP GROUP MEMBERS: EMINENCE GP, LLC GROUP MEMBERS: RICKY C. SANDLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MENS WEARHOUSE INC CENTRAL INDEX KEY: 0000884217 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 741790172 STATE OF INCORPORATION: TX FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43714 FILM NUMBER: 15658736 BUSINESS ADDRESS: STREET 1: 5803 GLENMONT DR CITY: HOUSTON STATE: TX ZIP: 77081 BUSINESS PHONE: 7135927200 MAIL ADDRESS: STREET 1: 5803 GLENMONT DR CITY: HOUSTON STATE: TX ZIP: 77081 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EMINENCE CAPITAL, LP CENTRAL INDEX KEY: 0001107310 IRS NUMBER: 134036527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-418-2100 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: EMINENCE CAPITAL LLC DATE OF NAME CHANGE: 20000218 SC 13D/A 1 p15-0845sc13da.htm EMINENCE CAPITAL, LP
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
 

The Men's Wearhouse, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

587118100

(CUSIP Number)
 
 

Marc Weingarten

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

February 25, 2015

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 8 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
CUSIP No. 58711810013D/APage 2 of 8 Pages

 

1

NAME OF REPORTING PERSON

Eminence Capital, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

4,518,779 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

4,518,779 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,518,779 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.4%

14

TYPE OF REPORTING PERSON

IA; PN

         

 

 

 
CUSIP No. 58711810013D/APage 3 of 8 Pages

 

1

NAME OF REPORTING PERSON

Eminence GP, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

3,873,894 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

3,873,894 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,873,894 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.1%

14

TYPE OF REPORTING PERSON

OO

         

 

 
CUSIP No. 58711810013D/APage 4 of 8 Pages

 

1

NAME OF REPORTING PERSON

Ricky C. Sandler

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

700

8

SHARED VOTING POWER

4,518,779 shares of Common Stock

9

SOLE DISPOSITIVE POWER

700

10

SHARED DISPOSITIVE POWER

4,518,779 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,519,479 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.4%

14

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 58711810013D/APage 5 of 8 Pages

This Amendment No. 6 ("Amendment No. 6") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on November 7, 2013 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D, filed with the SEC on November 15, 2013 ("Amendment No. 1"), Amendment No. 2 to the Original Schedule 13D, filed with the SEC on January 14, 2014 ("Amendment No. 2"), Amendment No. 3 to the Original Schedule 13D, filed with the SEC on February 25, 2014 ("Amendment No. 3"), Amendment No. 4 to the Original Schedule 13D, filed with the SEC on December 18, 2014 (“Amendment No. 4”) and Amendment No. 5 to the Original Schedule 13D, filed with the SEC on December 29, 2014 (“Amendment No. 5” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 6, the "Schedule 13D") with respect to the shares of common stock, $0.01 par value (the "Common Stock") of The Men's Wearhouse, Inc., a Texas corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 6 have the meanings set forth in the Schedule 13D. This Amendment No. 6 amends Items 3 and 5 as set forth below.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
The first sentence of Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
  The Reporting Persons used approximately $186,882,490 (including brokerage commissions) in the aggregate to purchase the Common Stock reported in this Schedule 13D.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
Paragraphs (a)-(c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
 
  (a)    The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 4,519,479 shares of Common Stock, constituting approximately 9.4% of the Issuer’s currently outstanding Common Stock.  The aggregate number and percentage of shares of Common Stock reported herein are based upon the 48,101,138 shares of Common Stock outstanding (which number excludes 133,497 shares classified as treasury stock) as of November 28, 2014, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended November 1, 2014 filed with the Securities and Exchange Commission on December 11, 2014.

 

  (i) Eminence Capital:
    (a) As of the date hereof, Eminence Capital may be deemed the beneficial owner of 4,518,779 shares of Common Stock.
     

Percentage: Approximately 9.4% as of the date hereof.

 

    (b) 1.  Sole power to vote or direct vote: 0
      2.  Shared power to vote or direct vote: 4,518,779 shares of Common Stock
      3.  Sole power to dispose or direct the disposition: 0
     

4. Shared power to dispose or direct the disposition: 4,518,779 shares of Common Stock

 

  (ii) Eminence GP:
    (a) As of the date hereof, Eminence GP may be deemed the beneficial owner of 3,873,894 shares of Common Stock.
 
CUSIP No. 58711810013D/APage 6 of 8 Pages

 

     

Percentage: Approximately 8.1% as of the date hereof.

 

    (b) 1.  Sole power to vote or direct vote: 0
      2.  Shared power to vote or direct vote: 3,873,894 shares of Common Stock
      3.  Sole power to dispose or direct the disposition: 0
     

4. Shared power to dispose or direct the disposition: 3,873,894 shares of Common Stock

 

  (iii) Mr. Sandler:
    (a) As of the date hereof, Mr. Sandler may be deemed the beneficial owner of 4,519,479 shares of Common Stock.
     

Percentage: Approximately 9.4% as of the date hereof.

 

    (b) 1.  Sole power to vote or direct vote: 700
      2.  Shared power to vote or direct vote: 4,518,779 shares of Common Stock
     

3. Sole power to dispose or direct the disposition: 700

4. Shared power to dispose or direct the disposition: 4,518,779 shares of Common Stock

 

 

(c) Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Schedule A hereto and is incorporated herein by reference. Unless otherwise indicated, all of such transactions were effected in the open market.

 

 

 
CUSIP No. 58711810013D/APage 7 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 27, 2015

 

  /s/ Ricky C. Sandler
  Ricky C. Sandler, individually, and as
  Managing Member of Eminence Capital GP, LLC, the General Partner of Eminence Capital, LP,
  and as Managing Member of Eminence GP, LLC

 

 

 
CUSIP No. 58711810013D/APage 8 of 8 Pages

Schedule A

TRANSACTIONS IN THE ISSUER'S SHARES OF COMMON STOCK BY THE REPORTING PERSONS DURING THE PAST SIXTY DAYS

The following table sets forth all transactions with respect to the shares of Common Stock effected during the past sixty days by any of the Reporting Persons. Except as otherwise noted, all such transactions in the table were effected in the open market through a broker and include brokerage commissions.

 

Trade Date Amount Purchased (Sold) Price Per Share ($)
2/25/2015 (1,200,000) $49.80